SMTC-07.28.2013-10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM 10-Q
____________________________________
(Mark One)
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x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended July 28, 2013
or
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o | 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
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SEMTECH CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________
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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 x 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 x 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.
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Large accelerated filer | | x | | Accelerated filer | | o |
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Non-accelerated filer | | o (Do not check if a smaller reporting company) | | Smaller reporting company | | o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x
Number of shares of Common Stock, $0.01 par value per share, outstanding at August 30, 2013: 68,053,222
SEMTECH CORPORATION
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JULY 28, 2013
PART I - FINANCIAL INFORMATION
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ITEM 1. | Financial Statements |
SEMTECH CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except per share data)
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| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
Net sales | $ | 165,010 |
| | $ | 150,704 |
| | $ | 327,417 |
| | $ | 267,346 |
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Cost of sales | 64,302 |
| | 76,179 |
| | 129,422 |
| | 137,484 |
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Gross profit | 100,708 |
| | 74,525 |
| | 197,995 |
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| 129,862 |
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Operating costs and expenses: | | | | | | | |
Selling, general and administrative | 33,315 |
| | 31,220 |
| | 68,109 |
| | 76,038 |
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Product development and engineering | 33,125 |
| | 32,613 |
| | 67,684 |
| | 56,696 |
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Intangible amortization and impairments | 9,811 |
| | 7,977 |
| | 17,667 |
| | 13,555 |
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Total operating costs and expenses | 76,251 |
| | 71,810 |
| | 153,460 |
| | 146,289 |
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Operating income (loss) | 24,457 |
| | 2,715 |
| | 44,535 |
| | (16,427 | ) |
Interest expense | (10,584 | ) | | (3,442 | ) | | (14,644 | ) | | (4,955 | ) |
Interest income and other (expense), net | (198 | ) | | (590 | ) | | (1,005 | ) | | (706 | ) |
Income (loss) before taxes | 13,675 |
| | (1,317 | ) | | 28,886 |
| | (22,088 | ) |
Benefit for taxes | (5,437 | ) | | (11,339 | ) | | (5,003 | ) | | (34,319 | ) |
Net income | $ | 19,112 |
| | $ | 10,022 |
| | $ | 33,889 |
| | $ | 12,231 |
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Earnings per share: | | | | | | | |
Basic | $ | 0.28 |
| | $ | 0.15 |
| | $ | 0.50 |
| | $ | 0.19 |
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Diluted | $ | 0.28 |
| | $ | 0.15 |
| | $ | 0.49 |
| | $ | 0.18 |
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Weighted average number of shares used in computing earnings per share: | | | | | | | |
Basic | 67,614 |
| | 65,587 |
| | 67,285 |
| | 65,435 |
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Diluted | 69,090 |
| | 67,165 |
| | 68,812 |
| | 67,207 |
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See accompanying notes. The accompanying notes are an integral part of these statements.
SEMTECH CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF
COMPREHENSIVE INCOME
(in thousands)
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| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
Net income | $ | 19,112 |
| | $ | 10,022 |
| | $ | 33,889 |
| | $ | 12,231 |
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Other comprehensive income (loss), before tax: | | | | | | | |
Change in unrealized holding loss on available-for-sale investments | (7 | ) | | (9 | ) | | (8 | ) | | (33 | ) |
Change in unrealized income (loss) on interest rate cap | 288 |
| | (305 | ) | | 47 |
| | (305 | ) |
Less: Reclassification adjustments for losses on interest rate cap included in interest expense | (10 | ) | | — |
| | (19 | ) | | — |
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Change in cumulative translation adjustment | — |
| | (257 | ) | | — |
| | 119 |
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Other comprehensive income (loss), before tax | 291 |
| | (571 | ) |
| 58 |
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| (219 | ) |
(Benefit) provision for taxes related to items of other comprehensive income (loss) | (106 | ) | | 113 |
| | (21 | ) | | 117 |
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Other comprehensive income (loss), net of tax | 185 |
| | (458 | ) | | 37 |
| | (102 | ) |
Total comprehensive income, net of tax | $ | 19,297 |
| | $ | 9,564 |
| | $ | 33,926 |
| | $ | 12,129 |
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See accompanying notes. The accompanying notes are an integral part of these statements.
SEMTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except share data)
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| | | | | | | |
| July 28, 2013 | | January 27, 2013 |
| (unaudited) | | |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 237,060 |
| | $ | 223,192 |
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Temporary investments | — |
| | 4,973 |
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Accounts receivable, less allowances of $4,389 at July 28, 2013 and $4,917 at January 27, 2013 | 80,595 |
| | 69,160 |
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Inventories | 78,214 |
| | 74,878 |
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Deferred tax assets | 7,334 |
| | 7,473 |
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Prepaid taxes | 7,073 |
| | 7,794 |
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Other current assets | 19,214 |
| | 18,523 |
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Total current assets | 429,490 |
| | 405,993 |
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Non-current assets: | | | |
Property, plant and equipment, net of accumulated depreciation of $111,944 at July 28, 2013 and $101,766 at January 27, 2013 | 113,314 |
| | 101,837 |
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Long-term investments | 4,923 |
| | 7,907 |
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Deferred tax assets | 40,828 |
| | 33,563 |
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Goodwill | 393,584 |
| | 393,584 |
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Other intangible assets, net | 187,916 |
| | 206,058 |
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Other assets | 19,595 |
| | 22,071 |
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TOTAL ASSETS | $ | 1,189,650 |
| | $ | 1,171,013 |
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Liabilities and Stockholders’ Equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 50,404 |
| | $ | 51,991 |
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Accrued liabilities | 36,866 |
| | 49,276 |
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Deferred revenue | 5,398 |
| | 3,745 |
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Current portion - long term debt | 18,385 |
| | 48,449 |
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Deferred tax liabilities | 3,245 |
| | 4,221 |
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Total current liabilities | 114,298 |
| | 157,682 |
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Non-current liabilities: | | | |
Deferred tax liabilities | 3,636 |
| | 2,042 |
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Long term debt, less current portion | 282,157 |
| | 282,286 |
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Other long-term liabilities | 39,073 |
| | 34,177 |
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Stockholders’ equity: | | | |
Common stock, $0.01 par value, 250,000,000 shares authorized, 78,136,144 issued and 67,785,261 outstanding on July 28, 2013 and 78,136,144 issued and 66,607,347 outstanding on January 27, 2013 | 785 |
| | 785 |
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Treasury stock, at cost, 10,350,883 shares as of July 28, 2013 and 11,528,797 shares as of January 27, 2013 | (180,321 | ) | | (200,604 | ) |
Additional paid-in capital | 357,441 |
| | 355,990 |
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Retained earnings | 572,191 |
| | 538,302 |
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Accumulated other comprehensive income | 390 |
| | 353 |
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Total stockholders’ equity | 750,486 |
| | 694,826 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 1,189,650 |
| | $ | 1,171,013 |
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See accompanying notes. The accompanying notes are an integral part of these statements.
SEMTECH CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
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| | | | | | | |
| Six Months Ended |
| July 28, 2013 | | July 29, 2012 |
Cash flows from operating activities: | | | |
Net income | $ | 33,889 |
| | $ | 12,231 |
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Adjustments to reconcile net income to net cash provided by operating activities, net of effects of acquisitions: | | | |
Depreciation, amortization and impairments | 28,937 |
| | 22,545 |
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Effect of acquisition fair value adjustments | 2,529 |
| | 28,600 |
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Accretion of deferred financing costs and debt discount | 1,010 |
| | 1,081 |
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Write-off of deferred financing costs and debt discount | 8,773 |
| | — |
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Deferred income taxes | (6,529 | ) | | (12,425 | ) |
Stock-based compensation | 14,782 |
| | 10,245 |
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Excess tax benefits on stock based compensation | — |
| | (2,913 | ) |
(Gain) loss on disposition of property, plant and equipment | (27 | ) | | 85 |
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Changes in assets and liabilities: | | | |
Accounts receivable, net | (11,435 | ) | | (13,079 | ) |
Inventories | (5,659 | ) | | 3,426 |
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Prepaid expenses and other assets | 46 |
| | 6,301 |
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Accounts payable | (2,479 | ) | | (2,344 | ) |
Accrued liabilities | (10,140 | ) | | (19,764 | ) |
Deferred revenue | 1,532 |
| | 1,314 |
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Income taxes payable and prepaid taxes | (1,389 | ) | | (24,757 | ) |
Other liabilities | 4,605 |
| | 1,325 |
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Net cash provided by operating activities | 58,445 |
| | 11,871 |
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Cash flows from investing activities: | | | |
Purchases of available-for-sale investments | (1,050 | ) | | (10,106 | ) |
Proceeds from sales and maturities of available-for-sale investments | 8,998 |
| | 103,199 |
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Proceeds from sales of property, plant and equipment | 57 |
| | — |
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Purchase of property, plant and equipment | (23,565 | ) | | (10,715 | ) |
Purchase of intangible assets | (2,583 | ) | | — |
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Acquisitions, net of cash acquired | — |
| | (491,717 | ) |
Net cash used in investing activities | (18,143 | ) | | (409,339 | ) |
Cash flows from financing activities: | | | |
Proceeds from debt issuance, net of discount | 326,448 |
| | 347,000 |
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Deferred financing cost | (2,085 | ) | | (8,962 | ) |
Payment on interest rate cap | — |
| | (1,100 | ) |
Excess tax benefits on stock based compensation | — |
| | 2,913 |
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Proceeds from exercises of stock options | 8,328 |
| | 2,413 |
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Repurchase of outstanding common stock | — |
| | (269 | ) |
Payment of long term debt | (359,125 | ) | | (5,625 | ) |
Net cash (used in) provided by financing activities | (26,434 | ) | | 336,370 |
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Effect of exchange rate increase on cash and cash equivalents | — |
| | (66 | ) |
Net increase (decrease) in cash and cash equivalents | 13,868 |
| | (61,164 | ) |
Cash and cash equivalents at beginning of period | 223,192 |
| | 227,022 |
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Cash and cash equivalents at end of period | $ | 237,060 |
| | $ | 165,858 |
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See accompanying notes. The accompanying notes are an integral part of these statements.
SEMTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Organization and Basis of Presentation
Semtech Corporation (together with its subsidiaries, the “Company” or “Semtech”) is a global supplier of analog and mixed-signal semiconductor products. The end-customers for the Company’s products are primarily original equipment manufacturers (“OEM’s”) that produce and sell electronics.
The Company designs, develops and markets a wide range of products for commercial applications, the majority of which are sold into the enterprise computing, communications, high-end consumer and industrial end-markets.
Enterprise Computing: datacenters, passive optical networks, optical receiver and transceiver, desktops, notebooks, servers, graphic boards, monitors, printers and other computer peripherals.
Communications: base stations, backplane, optical networks, carrier networks, switches and routers, cable modems, signal conditioners, wireless LAN and other communication infrastructure equipment.
High-End Consumer: handheld products, set-top boxes, digital televisions, tablet computers, digital video recorders, wired and fiberless high-speed interfaces and other consumer equipment.
Industrial: broadcast studio equipment, automated meter reading, military and aerospace, medical, security systems, automotive, industrial and home automation, video security and surveillance and other industrial equipment.
Fiscal Year
The Company reports results on the basis of 52 and 53 week periods and ends its fiscal year on the last Sunday in January. The other quarters generally end on the last Sunday of April, July and October. All quarters consist of 13 weeks except for one 14-week period in 53-week years. The second quarter of fiscal years 2014 and 2013 each consisted of 13 weeks.
Principles of Consolidation
The accompanying interim unaudited consolidated condensed financial statements of Semtech Corporation and its subsidiaries have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company, these unaudited statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, the financial position of Semtech Corporation and its subsidiaries for the interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. 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.
These interim unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 27, 2013. The results reported in these interim unaudited consolidated condensed 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 operates and accounts for its results in one reportable segment. The Company identified five operating segments which aggregate into one reportable segment. The Company designs, develops, manufactures and markets high performance analog and mixed signal integrated circuits. The Chief Executive Officer has been identified as the Chief Operating Decision Maker as defined by guidance regarding segment disclosures.
Use of Estimates
The preparation of financial statements in conformity with U.S. 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.
Note 2: Earnings per Share
The computation of basic and diluted earnings per common share is as follows:
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| Three Months Ended | | Six Months Ended |
(in thousands, except per share amounts) | July 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
Net income | $ | 19,112 |
| | $ | 10,022 |
| | $ | 33,889 |
| | $ | 12,231 |
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| | | | | | | |
Weighted average common shares outstanding - basic | 67,614 |
| | 65,587 |
| | 67,285 |
| | 65,435 |
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Dilutive effect of employee equity incentive plans | 1,476 |
| | 1,578 |
| | 1,527 |
| | 1,772 |
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Weighted average common shares outstanding - diluted | 69,090 |
| | 67,165 |
| | 68,812 |
| | 67,207 |
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Basic earnings per common share | $ | 0.28 |
| | $ | 0.15 |
| | $ | 0.50 |
| | $ | 0.19 |
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Diluted earnings per common share | $ | 0.28 |
| | $ | 0.15 |
| | $ | 0.49 |
| | $ | 0.18 |
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Anti-dilutive shares not included in the above calculations | 352 |
| | 1,472 |
| | 392 |
| | 1,190 |
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Basic earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the reporting period. Diluted earnings per common share incorporates the incremental shares issuable, calculated using the treasury stock method, upon the assumed exercise of stock options and the vesting of restricted stock.
Note 3: Revenue Recognition
The Company recognizes product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Recovery of costs associated with product design and engineering services are recognized during the period in which services are performed. The product design and engineering recovery, when recognized, will be reported as a reduction to product development and engineering expense. Historically, these recoveries have not exceeded the cost of the related development efforts.
The Company includes revenue related to granted technology licenses 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 unaudited consolidated condensed 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 quarter of fiscal year 2014 or fiscal year 2013.
Note 4: Acquisitions
Gennum Corporation (“Gennum”)
On March 20, 2012, the Company, through its wholly-owned subsidiary Semtech Canada Inc., completed the acquisition of all outstanding equity interests of Gennum (TSX: GND), a leading supplier of high speed analog and mixed-signal semiconductors for the optical communications and video broadcast markets.
Upon consummation of the business acquisition, which constituted a change in control of Gennum, Gennum’s stock option awards and restricted shares became fully vested. Semtech acquired 100% of the outstanding shares and vested stock options, restricted shares, and deferred share units of Gennum for CDN $13.55 per share for a total purchase price of $506.5 million. The acquisition was financed with a combination of cash from Semtech’s international cash reserves and $347.0 million of five-year secured term loans, net of original issuance debt discount of $3.0 million (see Note 10).
The Gennum assets acquired and liabilities assumed are recorded at their acquisition-date fair values. 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 assets acquired and liabilities assumed is 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, and is not deductible for tax purposes. The acquired in-process research and development is recorded at fair value as an indefinite-lived intangible asset at the acquisition date until the completion or abandonment of the associated research and development efforts.
In connection with the acquisition, certain Gennum employees became entitled to payments upon a change in control and their subsequent termination. These payments, which totaled approximately $9.6 million, have been recognized as a post-acquisition compensation expense and included in the unaudited consolidated condensed statements of income for the six months ended July 29, 2012 under “Selling, general and administrative.”
The Company’s allocation of the total purchase price as of March 20, 2012 is summarized below:
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(in thousands) | At March 20, 2012 |
Cash | $ | 19,664 |
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Accounts receivable, less allowances | 14,032 |
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Inventories | 62,941 |
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Prepaid expenses | 3,832 |
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Income taxes receivable | 1,467 |
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Deferred tax assets - current | 8,590 |
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Other current assets | 7,804 |
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Property, plant and equipment | 25,702 |
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Amortizable intangible assets | 129,863 |
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In-process research and development | 29,100 |
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Goodwill | 261,891 |
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Deferred tax assets - non-current | 31,235 |
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Other non-current assets | 8 |
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Deferred tax liabilities | (47,077 | ) |
Accounts payable | (18,232 | ) |
Accrued liabilities | (24,274 | ) |
Total acquisition consideration | $ | 506,546 |
|
(in thousands) |
At March 20, 2012 |
Amortizable intangible assets: | |
Developed technology | $ | 95,100 |
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Customer relationships | 28,000 |
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Other intangible assets | 6,763 |
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Total amortizable intangible assets | $ | 129,863 |
|
The Company completed the purchase price allocation for its acquisition of Gennum in fiscal year 2013.
The Company recorded the following transaction and integration related costs in the three and six months ended July 28, 2013 and July 29, 2012:
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| | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(in thousands) | July 28, 2013 | July 29, 2012 | | July 28, 2013 | July 29, 2012 |
Transaction and integration related costs | $ | 386 |
| $ | 1,763 |
| | $ | 987 |
| $ | 20,389 |
|
These costs are included in the unaudited consolidated condensed statements of income for the respective periods under “Selling, general and administrative.”
For the three and six months ended July 28, 2013 and July 29, 2012 (for the period after acquisition), the Company recognized the following net revenues and corresponding net income (loss) attributable to Gennum:
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| | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(in thousands) | July 28, 2013 | July 29, 2012 | | July 28, 2013 | July 29, 2012 |
Net revenue - Gennum | $ | 47,376 |
| $ | 35,346 |
| | $ | 87,657 |
| $ | 47,340 |
|
Net income (loss) - Gennum | 5,130 |
| (22,741 | ) | | 4,320 |
| (51,274 | ) |
Pro Forma Financial Information
The results of operations of Gennum have been included in the Company’s consolidated statements of income since the acquisition date of March 20, 2012. The following table reflects the unaudited consolidated pro forma information as if the acquisition had been completed on January 29, 2011, after giving effect to certain adjustments including the following for the three and six months ended July 29, 2012:
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• | decrease in cost of goods sold associated with fair value adjustment related to acquired inventory of $17.7 million and $30.6 million for the three and six months ended July 29, 2012, respectively; |
| |
• | increase in operating expense as a result of the settlement of two pre-acquisition contingencies related to legal matters of $4.2 million for the six months ended July 29, 2012; |
| |
• | decrease in amortization expense as a result of acquired intangible assets of $1.2 million for the three months ended July 29, 2012 and increase of $0.8 million for the six months ended July 29, 2012; |
| |
• | decrease in tax benefit of $23.4 million associated with the releasing of prior accrued taxes on foreign earnings for the six months ended July 29, 2012; |
| |
• | decrease in interest expense of $0.2 million associated with the $350 million term loans entered into to finance the acquisition for the three months ended July 29, 2012 and increase of $2.0 million for the six months ended July 29, 2012; and |
| |
• | the related tax effects. |
Unaudited Consolidated Pro forma Information:
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| | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 29, 2012 | | July 29, 2012 |
(in thousands) | (unaudited) | | (unaudited) |
Revenue | $ | 150,704 |
| | $ | 291,586 |
|
Net income | $ | 26,020 |
| | $ | 16,637 |
|
The unaudited pro forma information presented does not purport to be indicative of the results that would have been achieved had the acquisition been consummated on January 29, 2011 nor of the results which may occur in the future. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma information does not include any adjustments for any restructuring activities, operating efficiencies or cost savings.
Cycleo SAS (“Cycleo”)
On March 7, 2012, the Company completed the acquisition of Cycleo, a privately held company based in France that develops intellectual property (“IP”) for wireless long-range semiconductor products used in smart metering and other industrial and consumer markets. Under the terms of the agreement, Semtech paid the stockholders of Cycleo $5.0 million in cash at closing.
Total acquisition consideration is allocated to the acquired tangible and intangible assets and assumed liabilities of Cycleo based on their respective estimated fair values as of the acquisition date. Any excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill. The Company expects that all such goodwill will not be deductible for tax purposes.
The Company completed the purchase price allocation for its acquisition of Cycleo in fiscal year 2013.
Additionally, pursuant to the earn-out arrangement with Cycleo stockholders, 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 by Cycleo over the period of four years beginning on April 30, 2012. For certain of the Cycleo stockholders, payment of the earn-out liability is contingent upon employment on the payout date 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 included in the purchase price allocation at March 7, 2012.
As of July 28, 2013, the Company does not expect to make any earn-out payments related to the year 1 and year 2 milestones. The potential earn-out payments for the year 1 and year 2 milestones were $1.8 million and $3.0 million, respectively.
Net revenues and earnings attributable to Cycleo since the acquisition date were not material. Pro forma results of operations have not been presented as the acquisition was not material to the Company’s consolidated financial statements.
Note 5: Stock-Based Compensation
Financial Statement Effects and Presentation. The following table shows total pre-tax, stock-based compensation expense included in the unaudited consolidated condensed statements of income for the three and six months ended July 28, 2013 and July 29, 2012.
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(in thousands) | July 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
Cost of sales | $ | 405 |
| | $ | 297 |
| | $ | 733 |
| | $ | 528 |
|
Selling, general and administrative | 3,548 |
| | 2,657 |
| | 8,430 |
| | 5,881 |
|
Product development and engineering | 2,203 |
| | 1,965 |
| | 5,619 |
| | 3,836 |
|
Stock-based compensation, pre-tax | $ | 6,156 |
| | $ | 4,919 |
| | $ | 14,782 |
| | $ | 10,245 |
|
Net change in stock-based compensation capitalized into inventory | $ | 8 |
| | $ | 16 |
| | $ | 85 |
| | $ | 82 |
|
Share-based Payment Arrangements
The Company has various equity award plans that provide for granting stock-based awards to employees and non-employee directors of the Company. The plans provide for the granting of several available forms of stock compensation. As of July 28, 2013, the Company has granted options and restricted stock under the plans and has also issued some stock-based compensation outside of the plans, including options and restricted stock issued as inducements to join the Company.
Grant Date Fair Values and Underlying Assumptions; Contractual Terms
The Company uses the Black-Scholes pricing model to value options. For awards classified as equity, stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as an expense over the employee’s or director’s requisite service period. For awards classified as liabilities, stock-based compensation cost is measured at fair value at the end of each reporting date until the date of settlement, and is recognized as an expense over the employee’s or director’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 options granted in the three and six months ended July 28, 2013 and July 29, 2012:
|
| | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
Expected lives, in years | 4.7 | | 4.4 - 4.6 | | 4.2 - 4.7 | | 4.4 - 4.6 |
Estimated volatility | 33% | | 40% | | 33% - 35% | | 40% - 41% |
Dividend yield | — | | — | | — | | — |
Risk-free interest rate | 1.3% | | 0.70% | | 0.65% - 1.3% | | 0.70% |
Weighted average fair value on grant date | $10.59 | | $8.31 | | $9.33 | | $9.68 |
The estimated fair value of restricted stock awards was calculated based on the market price of the Company’s common stock on the date of grant. Some of the restricted stock units awarded in the second quarter of fiscal year 2014 and prior years are classified as liabilities rather than equity. For awards classified as liabilities, the value of these awards is re-measured at the end of each quarter.
Stock Option Awards. The Company has historically granted stock option awards to both employees and non-employee directors. The grant date for these awards is equal to the measurement date. These awards were valued as of the measurement date and are amortized over the requisite vesting period (typically 3-4 years).
A summary of the activity for stock option awards during the first six months of fiscal year 2014 is presented below:
|
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
(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 27, 2013 | 2,579 |
| | $ | 18.29 |
| | $ | 29,789 |
| | $ | 3,817 |
| | 1,937 | | |
Options granted | 240 |
| | 32.04 |
| | | | | | | | |
Options exercised | (790 | ) | | 16.71 |
| | 13,982 |
| | | | | | |
Options cancelled/forfeited | (12 | ) | | 23.56 |
| | | | | | | | |
Balance at July 28, 2013 | 2,017 |
| | $ | 20.28 |
| | $ | 22,092 |
| | $ | 4,651 |
| | 1,370 | | |
Exercisable at July 28, 2013 | 1,370 |
| | $ | 17.28 |
| | $ | 19,262 |
| | | | | | 2.4 |
Restricted Stock. The Company has not granted any restricted stock to employees since fiscal year 2009. There is no outstanding and unvested restricted stock as of July 28, 2013.
Performance Units. The Company grants performance-based vesting restricted stock units to select employees. These awards have a performance condition in addition to a service condition. The performance condition generally relates to the Company’s revenue and operating income measured against internal goals. 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 412,500 shares and 402,500 shares settled in cash. The Company would have a liability accrued in the unaudited consolidated condensed balance sheet equal to the value of 402,500 shares on the settlement date, which would be settled in cash. Only cash performance unit awards are classified as liabilities and the value of these awards is re-measured at each reporting date. At July 28, 2013, the performance metrics associated with the outstanding awards issued in fiscal years 2014, 2013 and 2012 are expected to be met at a level which would result in a grant at 100%, 80%, and 97% of target, respectively.
The following table summarizes the activity for performance units for the first six months of fiscal year 2014:
|
| | | | | | | | | | | | | | | | | | | | | | |
| | | Subject to Share Settlement | | Subject to Cash Settlement | | Weighted Average Grant Date | | Aggregate | | Period Over Which Expected |
(in thousands, except for per share amounts) | Total Units | | Units | | Units | | Recorded Liability | | Fair Value (per share) | | Unrecognized Compensation | | to be Recognized (in years) |
Balance at January 27, 2013 | 353 |
| | 181 |
| | 172 |
| | $ | 4,422 |
| | $ | 23.50 |
| | $ | 4,754 |
| | 1.1 |
Performance units granted | 186 |
| | 93 |
| | 93 |
| | | | 30.82 |
| | | | |
Performance units vested | (114 | ) | | (57 | ) | | (57 | ) | | | | 16.68 |
| | | | |
Performance units cancelled/forfeited | (13 | ) | | (7 | ) | | (6 | ) | | | | 25.70 |
| | | | |
Change in liability | | | | | | | (2,405 | ) | | | | | | |
Balance at July 28, 2013 | 412 |
| | 210 |
| | 202 |
| | $ | 2,017 |
| | $ | 28.62 |
| | $ | 7,646 |
| | 1.8 |
Stock Units, Employees. The Company issues stock unit awards 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 amortized over the requisite vesting period (typically 4 years).
The following table summarizes the stock unit award activity for the first six months of fiscal year 2014:
|
| | | | | | | | | | | | | | | | |
| | | | | | | | | |
(in thousands, except per share amount) | Number of Units | | Weighted Average Grant Date Fair Value (per unit) | | Aggregate Intrinsic Value (1) | | Aggregate Unrecognized Compensation | | Weighted Average Period Over Which Expected to be Recognized (in years) |
Balance at January 27, 2013 | 2,558 |
| | $ | 23.41 |
| | | | $ | 49,374 |
| | 2.5 |
Stock units granted | 308 |
| | 32.50 |
| | | | | | |
Stock units vested | (504 | ) | | 22.59 |
| | $ | 16,317 |
| | | | |
Stock units forfeited | (97 | ) | | 24.60 |
| | | | | | |
Balance at July 28, 2013 | 2,265 |
| | $ | 24.78 |
| | | | $ | 45,996 |
| | 2.3 |
| |
(1) | Reflects the value of Semtech stock on the date that the stock unit vested. |
Stock Units, Non-Employee Directors. The Company grants stock unit awards to non-employee directors. These restricted stock units are accounted for as liabilities and accrued in the unaudited consolidated condensed balance sheets because they are cash settled. These awards are vested after 1 year of service. However, 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 activity for stock unit awards for the first six months of fiscal year 2014:
|
| | | | | | | | | | | | | | | | |
| | | | | | | | | |
(in thousands, except per share amount) | Number of Units | | Recorded Liability | | Weighted Average Grant Date Fair Value (per unit) | | Aggregate Unrecognized Compensation | | Period Over Which Expected to be Recognized (in years) |
Balance at January 27, 2013 | 20 |
| | $ | 4,557 |
| | $ | 24.46 |
| | $ | 253 |
| | 0.4 |
Stock units granted | 18 |
| | | | 35.17 |
| | | | |
Stock units vested | (20 | ) | | | | 24.46 |
| | | | |
Stock units forfeited | — |
| | | | — |
| | | | |
Change in liability | | | 537 |
| | | | | | |
Balance at July 28, 2013 | 18 |
| | $ | 5,094 |
| | $ | 35.17 |
| | $ | 518 |
| | 0.9 |
As of July 28, 2013, the total number of vested but unsettled stock units for Non-Employee Directors is 161,182 units which are included in the recorded liability.
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 U.S. government obligations. Temporary and long-term investments consist of government, bank and corporate obligations, and bank time deposits 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 “Interest income and other expense, net” on the unaudited consolidated condensed statements of income.
The Company classifies its investments as “available for sale” because it may sell some securities prior to maturity. The Company’s investments are subject to market risk, primarily interest rate and credit risks. The Company’s investments are managed by a limited number of outside professional managers that operate within investment guidelines set by the Company. These guidelines include specified permissible investments, minimum credit quality ratings and maximum average duration restrictions and are intended to limit market risk by restricting the Company’s investments to high quality debt instruments with relatively short-term maturities.
The following table summarizes the Company’s available for sale investments:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| July 28, 2013 | | January 27, 2013 |
(in thousands) | Market Value | | Adjusted Cost | | Gross Unrealized Loss | | Market Value | | Adjusted Cost | | Gross Unrealized Gain |
Agency securities | $ | 4,923 |
| | $ | 4,924 |
| | $ | (1 | ) | | $ | 7,907 |
| | $ | 7,900 |
| | $ | 7 |
|
Bank time deposits | — |
| | — |
| | — |
| | 4,973 |
| | 4,973 |
| | — |
|
Total investments | $ | 4,923 |
| | $ | 4,924 |
| | $ | (1 | ) | | $ | 12,880 |
| | $ | 12,873 |
| | $ | 7 |
|
Agency securities are specific securities that are issued by United States government agencies such as Ginnie Mae, Fannie Mae, Freddie Mac or the Federal Home Loan Banks. Due to the expectation of federal backing, these securities usually hold the highest credit rating possible.
The following table summarizes the maturities of the Company’s available for sale investments:
|
| | | | | | | | | | | | | | | |
| July 28, 2013 | | January 27, 2013 |
(in thousands) | Market Value | | Adjusted Cost | | Market Value | | Adjusted Cost |
Within 1 year | $ | — |
| | $ | — |
| | $ | 4,973 |
| | $ | 4,973 |
|
After 1 year through 5 years | 4,923 |
| | 4,924 |
| | 7,907 |
| | 7,900 |
|
Total investments | $ | 4,923 |
| | $ | 4,924 |
| | $ | 12,880 |
| | $ | 12,873 |
|
Unrealized gains and losses are the result of fluctuations in the market value of the Company’s available for sale investments and are included in “Accumulated other comprehensive income” on the unaudited consolidated condensed 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 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
Unrealized loss, net of tax | $ | (4 | ) | | $ | (7 | ) | | $ | (5 | ) | | $ | (27 | ) |
Decrease to deferred tax liability | (3 | ) | | (2 | ) | | (3 | ) | | (6 | ) |
The following table summarizes interest income generated from investments and cash and cash equivalents:
|
| | | | | | | | | | | | | | |
| Three Months Ended | Six Months Ended |
(in thousands) | July 28, 2013 | | July 29, 2012 | July 28, 2013 | | July 29, 2012 |
Interest income | $ | 91 |
| | $ | 60 |
| $ | 191 |
| | $ | 252 |
|
During the third quarter of fiscal year 2013, the Company acquired an investment in a privately traded company for total cash consideration of $2.5 million. The Company accounts for the investment in equity interests under the cost method of accounting since it does not have the ability to exercise significant influence over the investee. The investment in equity interests is included in “Other assets” on the unaudited consolidated condensed balance sheet as of July 28, 2013.
Note 7: Fair Value Measurements
Instruments Measured at Fair Value on a Recurring Basis
Financial assets measured and recorded at fair value on a recurring basis consisted of the following types of instruments:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value as of July 28, 2013 | | Fair Value as of January 27, 2013 |
(in thousands) | Total | | (Level 1) | | (Level 2) | | (Level 3) | | Total | | (Level 1) | | (Level 2) | | (Level 3) |
Agency securities | $ | 4,923 |
| | $ | — |
| | $ | 4,923 |
| | $ | — |
| | $ | 7,907 |
| | $ | — |
| | $ | 7,907 |
| | $ | — |
|
Bank time deposits | — |
| | — |
| | — |
| | — |
| | 4,973 |
| | — |
| | 4,973 |
| | — |
|
Total available-for-sale securities | 4,923 |
| | — |
| | 4,923 |
| | — |
| | 12,880 |
| | — |
| | 12,880 |
| | — |
|
Interest rate cap | 591 |
| | — |
| | 591 |
| | — |
| | 544 |
| | — |
| | 544 |
| | — |
|
Total financial assets | $ | 5,514 |
| | $ | — |
| | $ | 5,514 |
| | $ | — |
| | $ | 13,424 |
| | $ | — |
| | $ | 13,424 |
| | $ | — |
|
Available-for-sale securities included in Level 2 are valued utilizing inputs obtained from an independent service (the “Service”), which uses quoted market prices for identical or comparable instruments rather than direct observations of quoted prices in active markets. The Service gathers observable inputs for all of our fixed income securities from a variety of industry data providers, for example, large custodial institutions and other third-party sources. Once the observable inputs are gathered by the Service, all data points are considered and an average price is determined. The Service’s providers utilize a variety of inputs to determine their quoted prices. The Company reviews and evaluates the values provided by the Service and agrees with the valuation methods and assumptions used in determining the fair value of investments. The Company believes this method provides a reasonable estimate for fair value.
The fair value of the interest rate cap at July 28, 2013 is estimated as described in Note 11 and is included in “Other assets” on the unaudited consolidated condensed balance sheet.
Financial assets measured and recorded at fair value on a recurring basis were presented on the Company’s unaudited consolidated condensed balance sheets as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value as of July 28, 2013 | | Fair Value as of January 27, 2013 |
(in thousands) | Total | | (Level 1) | | (Level 2) | | (Level 3) | | Total | | (Level 1) | | (Level 2) | | (Level 3) |
Temporary investments | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 4,973 |
| | $ | — |
| | $ | 4,973 |
| | $ | — |
|
Long-term investments | 4,923 |
| | — |
| | 4,923 |
| | — |
| | 7,907 |
| | — |
| | 7,907 |
| | — |
|
Other assets | 591 |
| | — |
| | 591 |
| | — |
| | 544 |
| | — |
| | 544 |
| | — |
|
Total financial assets | $ | 5,514 |
| | $ | — |
| | $ | 5,514 |
| | $ | — |
| | $ | 13,424 |
| | $ | — |
| | $ | 13,424 |
| | $ | — |
|
During the six months ended July 28, 2013, the Company had no transfers of financial assets or liabilities between Level 1, Level 2 or Level 3. As of July 28, 2013 and January 27, 2013, 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, receivables, net, certain other assets, accounts payable and 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 herein) of $123.3 million and Revolving Commitments (as defined herein) of $177.2 million at July 28, 2013 approximate their carrying amounts based on the variable nature of the rates and their proximity to the May 2, 2013 issuance date. See Note 10 for details.
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 security 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 cost method investment during the first six months of fiscal year 2014.
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 28, 2013 | | January 27, 2013 |
Raw materials | $ | 4,393 |
| | $ | 1,970 |
|
Work in progress | 55,986 |
| | 52,669 |
|
Finished goods | 17,835 |
| | 20,239 |
|
Inventories | $ | 78,214 |
| | $ | 74,878 |
|
Note 9: Goodwill and Intangible Assets
Goodwill – There were no changes to goodwill during the first six months of fiscal year 2014.
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.
The fair value of goodwill is tested for impairment on a non-recurring basis in the accompanying unaudited consolidated condensed financial statements using Level 3 inputs. The Company concluded that there were no indicators of impairment as of July 28, 2013.
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 28, 2013 | | January 27, 2013 |
(in thousands) | Estimated Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Core technologies | 2-10 years | | $ | 178,724 |
| | $ | (52,292 | ) | | $ | 126,432 |
| | $ | 173,724 |
| | $ | (40,867 | ) | | $ | 132,857 |
|
Customer relationships | 7-10 years | | 40,130 |
| | (10,415 | ) | | 29,715 |
| | 40,130 |
| | (7,736 | ) | | 32,394 |
|
Technology licenses (1) | 5-10 years | | 8,496 |
| | (1,864 | ) | | 6,632 |
| | 8,164 |
| | (1,056 | ) | | 7,108 |
|
Other intangibles assets | 1-5 years | | 6,600 |
| | (5,563 | ) | | 1,037 |
| | 6,600 |
| | (4,601 | ) | | 1,999 |
|
Total finite-lived intangible assets | | | $ | 233,950 |
| | $ | (70,134 | ) | | $ | 163,816 |
| | $ | 228,618 |
| | $ | (54,260 | ) | | $ | 174,358 |
|
| |
(1) | Technology licenses relate to licensing agreements entered into by the Company. Amortization expense related to technology licenses is reported as “Product development and engineering” in the unaudited consolidated condensed statements of income. |
During the first six months of fiscal year 2014, acquired finite-lived intangible assets increased by approximately $5.3 million primarily due to the transfer from indefinite-lived intangible assets to core technologies upon the completion of an in-process research and development project from the Gennum acquisition in March 2012.
For the three months ended July 28, 2013 and July 29, 2012, amortization expense related to acquired finite-lived intangible assets was $7.2 million and $8.0 million, respectively. For the six months ended July 28, 2013 and July 29, 2012, amortization expense related to finite-lived intangible assets was $15.1 million and $12.9 million, respectively. Amortization expense related to acquired finite-lived intangible assets is reported as “Intangible amortization and impairments” in the unaudited consolidated condensed statements of income.
The estimated annual amount of future amortization expense for all finite-lived intangible assets will be as follows:
|
| | | | | | | | | | | | | | | | | | | |
(in thousands) | | | | | | | | | |
To be recognized in: | Technology license | | Sierra Monolithics | | Gennum | | Cycleo | | Total |
Remainder of fiscal year 2014 | $ | 843 |
| | $ | 4,434 |
| | $ | 9,483 |
| | $ | 504 |
| | $ | 15,264 |
|
Fiscal year 2015 | 1,512 |
| | 8,870 |
| | 18,965 |
| | 1,007 |
| | 30,354 |
|
Fiscal year 2016 | 1,501 |
| | 8,870 |
| | 18,419 |
| | 1,007 |
| | 29,797 |
|
Fiscal year 2017 | 1,251 |
| | 8,870 |
| | 18,332 |
| | 1,007 |
| | 29,460 |
|
Fiscal year 2018 | 842 |
| | 8,160 |
| | 18,332 |
| | 1,007 |
| | 28,341 |
|
Thereafter | 683 |
| | 8,490 |
| | 21,345 |
| | 82 |
| | 30,600 |
|
Total expected amortization expense | $ | 6,632 |
| | $ | 47,694 |
| | $ | 104,876 |
| | $ | 4,614 |
| | $ | 163,816 |
|
The following table sets forth the Company’s indefinite-lived intangible assets resulting from business acquisitions:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| July 28, 2013 | | January 27, 2013 |
(in thousands) | Gross Carrying Amount | | Accumulated Impairment Loss | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Impairment Loss | | Net Carrying Amount |
In-process research and development | $ | 29,870 |
| | $ | (5,770 | ) | | $ | 24,100 |
| | $ | 34,870 |
| | $ | (3,170 | ) | | $ | 31,700 |
|
Total indefinite-lived intangible assets | $ | 29,870 |
| | $ | (5,770 | ) | | $ | 24,100 |
| | $ | 34,870 |
| | $ | (3,170 | ) | | $ | 31,700 |
|
During the first six months of fiscal year 2014, acquired indefinite-lived intangible assets decreased by approximately $5.0 million due to the transfer from indefinite-lived intangible assets to core technologies upon the completion of an in-process research and development project (“IPR&D”) from the Gennum acquisition in March 2012.
The Company reviews indefinite-lived intangible assets for impairment annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the future discounted cash flows the asset is expected to generate.
The fair value of indefinite-lived intangible assets is tested for impairment on a non-recurring basis in the accompanying unaudited consolidated condensed financial statements using Level 3 inputs. During the three month period ending July 28, 2013, the Company made the strategic decision to discontinue development of microwave products which resulted in the Company recording a $2.6 million impairment to IPR&D from the acquisition of Sierra Monolithics, Inc (“SMI”). Other than this impairment charge, the Company concluded that the fair value of all the continuing acquired in-process research and developments exceeded the carrying value and no impairment existed as of July 28, 2013.
Note 10: Credit Facilities
On March 20, 2012, the Company entered into a credit agreement with certain lenders (the “Prior Lenders”) and Jefferies Finance LLC, as administrative and collateral agent (the “Prior Credit Agreement”). Pursuant to the Prior Credit Agreement, the Prior Lenders provided the Company with senior secured first lien credit facilities in an aggregate principal amount of $350.0 million (the “Prior Credit Facilities”), consisting of term A loans in an aggregate principal amount of $100.0 million (the “Term A Loans”) and term B loans in an aggregate principal amount of $250.0 million (the “Term B Loans”). The initial carrying amounts totaled $99.5 million (net of original issue discount of $0.5 million) for the Term A Loans and $247.5 million (net of original issue discount of $2.5 million) for the Term B Loans.
On May 2, 2013 (the “Closing Date”), the Company, with each of its domestic subsidiaries as guarantors (the “Guarantors”), entered into a new Credit Agreement (the “New 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. Pursuant to the New Credit Agreement, the Lenders provided Semtech with senior secured first lien credit facilities in an aggregate principal amount of $400.0 million (the “New Facilities”), consisting of term loans in an aggregate principal amount of $150.0 million (the “Term Loans”) and revolving commitments in an aggregate principal amount of $250.0 million (the “Revolving Commitments”). Up to $40.0 million of the Revolving Commitments may be used to obtain letters of credit; up to $25.0 million of the Revolving Commitments may be used to obtain swing line loans (as defined below); and up to $40.0 million of the Revolving Commitments may be used to obtain revolving loans and letters of credit in certain currencies other than U.S. Dollars (“Alternative Currencies”). Swing line loans are base rate loans made in immediately available funds denominated in dollars by a swing line lender in its sole and absolute discretion. As of July 28, 2013, there were no amounts outstanding under the letters of credit, swing line loans, and multi-currency subfacility.
At the Closing Date, $326.5 million of borrowings were outstanding under the New Facilities consisting of $149.3 million of Term Loans and $177.2 million of Revolving Commitments, net of $1.5 million of debt discounts resulting from amounts paid to the Lenders. The debt discounts are amortized using the effective interest method and is included in “Interest expense” in the unaudited consolidated condensed statements of income. The proceeds from the New Facilities were used to repay in full the outstanding obligations of $327.5 million under the Prior Credit Facilities. The Prior Credit Facilities were terminated and accounted for as a debt extinguishment.
Debt issuance costs incurred in connection with the New Facilities totaled approximately $2.0 million and are being amortized using the effective interest method over five year terms of the loans, and are included in “Interest expense” in the unaudited consolidated condensed statements of income.
As a result of the debt refinancing, the Company expensed approximately $8.8 million of unamortized deferred financing costs and original issue discount associated with the Prior Credit Facilities. The expense is included in “Interest expense” in the unaudited consolidated condensed statements of income for the three and six months ended July 28, 2013.
The New 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.
Interest on loans made under the New Credit Agreement in U.S. Dollars accrues, at Semtech’s option, at a rate per annum equal to (1) the Base Rate (as defined below) plus a margin ranging from 0.25% to 1.25% depending upon Semtech’s consolidated leverage ratio or (2) LIBOR (determined with respect to deposits in U.S. Dollars) for an interest period to be selected by Semtech plus a margin ranging from 1.25% to 2.25% depending upon Semtech’s consolidated leverage ratio. The “Base Rate” is equal to a fluctuating rate equal to the highest of (a) the prime rate, (b) ½ of 1% above the federal funds effective rate or (c) one-month LIBOR (determined with respect to deposits in U.S. Dollars) plus 1%. The New Credit Agreement includes a multi-currency subfacility where interest on loans made in 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 made under the New Credit Agreement in Canadian Dollars accrues at a rate per annum equal to the CDOR Rate (as defined below) for an interest period to be selected by Semtech plus a margin ranging from 1.25% to 2.25% depending upon Semtech’s consolidated leverage ratio. The “CDOR Rate” for any interest period is the rate equal to the sum of: (a) the rate determined by Administrative Agent with reference to the arithmetic average of the discount rate quotations of all institutions listed for CAD Dollar-denominated bankers’ acceptances displayed and identified on the “Reuters Screen CDOR Page” and (b) 0.10% per annum. CDOR Commitment fees on the unused portion of the Revolving Commitments accrue at a rate per annum ranging from 0.20% to 0.45% depending upon Semtech’s consolidated leverage ratio. Interest is paid monthly for a base rate loan and swing line loan and quarterly for a Euro dollar rate loan. Interest is payable on the revolving 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 28, 2013, the interest rates payable on both the Term Loans and the Revolving Commitments was 1.95%.
Quarterly principal payments for Term Loans are due beginning on the last day of the Company’s fiscal quarter-end months, beginning on October 27, 2013 and ending on April 30, 2018. The quarterly principal payments related to the term loans are due as follows: $9.4 million in fiscal year 2014; $18.8 million in fiscal year 2015; $18.8 million in fiscal year 2016; $18.8 million in fiscal year 2017; $24.4 million in fiscal year 2018. The final remaining principal payment is due on the maturity date of May 1, 2018.
There are no scheduled principal payments for the Revolving Commitments. 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 June 3, 2013, the Company made an early prepayment of $26.0 million against the Term Loans.
All obligations of Semtech under the New Facilities are unconditionally guaranteed by each of the Guarantors. The obligations of Semtech and the Guarantors in respect to the New Facilities are secured by a first priority security interest in substantially all of the assets of Semtech and the Guarantors, subject to certain customary exceptions.
The Company was subject to customary covenants, including the maintenance of a minimum interest ratio of 3.50:1.00 as of July 28, 2013 and a maximum total consolidated leverage ratio of 3.00:1.00 as of July 28, 2013. The Company was in compliance with such financial covenants as of July 28, 2013.
The New Facilities also contain customary events of default. If any event of default occurs, the principal, interest and any other monetary obligations on all the then outstanding amounts under the New Facilities may become due and payable immediately.
Note 11: Interest Rate Derivative Agreement
In June 2012, in connection with the Prior Credit Agreement, the Company entered into an interest rate cap agreement (“Cap Agreement”) with a $175.0 million notional amount and an upfront payment of $1.1 million. The Cap Agreement matures on February 22, 2016 and caps interest rates on one-month LIBOR at 1.00%. The Company did not have any interest rate derivative agreements outstanding prior to June 2012.
The purpose of the Cap Agreement is to hedge the Company’s exposure to fluctuations in LIBOR-indexed interest payments. Although the Prior Credit Agreement was terminated on May 2, 2013, the New Credit Agreement, in an aggregate principal amount of $400.0 million (see Note 10), permits the Company to elect LIBOR or Base Rate loans. Since the Company intends to make interest payments based on one-month LIBOR-indexed rates and will not elect interest rates based on alternative indices during the term of the Cap Agreement, the Cap Agreement was re-designated as a hedge of one month LIBOR-indexed interest payments associated with the New Credit Agreement. The effectiveness of the interest rate cap was assessed and the Cap Agreement continues to be an effective cash flow hedge of interest rate risk for the Company. No ineffectiveness was recorded during the six months ended July 28, 2013.
The Cap Agreement is recorded at estimated fair value at the end of each reporting period. The fair value of the Cap Agreement at July 28, 2013 was determined using level 2 inputs, including observable market-based inputs such as interest rate curves and implied volatilities for similar instruments with similar contractual terms.
The Company has determined that the Cap Agreement is highly effective in offsetting future variable interest payments associated with the hedged portion of the Company’s New Credit Agreement. Gains or losses associated with the value of the Cap Agreement are initially reported in other comprehensive income or loss and amortized as an increase to interest expense through the maturity of the Cap Agreement. The amount of unrealized losses on the Cap Agreement recorded in other comprehensive loss at July 28, 2013 that is expected to be reclassified into interest expense in the next twelve months, if interest rates remain unchanged, is approximately $139,000.
Note 12: Income Taxes
The Company’s effective tax rate differs from the statutory federal income tax rate of 35% due primarily to 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 gross unrecognized tax benefit (before federal impact of state items) was $13.1 million at July 28, 2013 and January 27, 2013. Included in the balance of unrecognized tax benefits at July 28, 2013 and January 27, 2013, is $11.1 million of net tax benefit (after federal impact of state items), respectively, that, if recognized, would impact the effective tax rate. The liability for uncertain tax positions is reflected on the unaudited consolidated condensed balance sheets as follows:
|
| | | | | | | |
(in thousands) | July 28, 2013 | | January 27, 2013 |
Accrued liabilities | $ | 188 |
| | $ | 188 |
|
Other long-term liabilities | 10,887 |
| | 10,887 |
|
Total accrued taxes | $ | 11,075 |
| | $ | 11,075 |
|
The Company’s policy is to include net interest and penalties related to unrecognized tax benefits within the provision (benefit) for taxes on the unaudited consolidated condensed statements of income. The Company had approximately $293,000 of net interest and penalties accrued at July 28, 2013 and January 27, 2013.
Tax years prior to 2009 (the Company’s fiscal year 2010) are generally not subject to examination by the Internal Revenue Service (“IRS”) except for items involving tax attributes that have been carried forward to tax years whose statute of limitations remains open. The Company is currently under IRS audit for fiscal year 2010 and fiscal year 2011. The Company is also currently under audit by the Canadian Revenue Agency for fiscal years 2010, 2011 and the year ended March 19, 2012. For state returns, the Company is generally not subject to income tax examinations for years prior to 2008 (the Company’s fiscal year 2009). The Company has a primary significant tax presence in Switzerland for which Swiss tax filings have been examined through fiscal year 2010. The Company is also subject to routine examinations by various foreign tax jurisdictions in which it operates.
Note 13: Commitments and Contingencies
Legal Matters
From time to time in the ordinary course of its business, the Company is involved in various claims, litigation, and other legal actions that are normal to the nature of its business, including with respect to intellectual property, contract, product liability, employment, and environmental matters.
In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for 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.
Because litigation outcomes are inherently unpredictable, the Company’s evaluation of legal proceedings often involves a series of complex assessments by management about future events and can rely heavily on estimates and assumptions. While the consequences of certain unresolved proceedings are not presently determinable, and an estimate of the probable and reasonably possible loss or range of loss in excess of amounts accrued for such proceedings cannot be reasonably made, an adverse outcome from such proceedings could have a material adverse effect on the Company’s earnings in any given reporting period. However, in the opinion of management, after consulting with legal counsel, and taking into account insurance coverage, any ultimate liability related to current outstanding claims and lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on the Company’s consolidated financial statements, as a whole.
The Company’s currently pending legal matters of note are discussed below:
Environmental Matters. In 2001, the Company was notified by the California Department of Toxic Substances Control (“State”) that it may have liability associated with the clean-up of the one-third acre Davis Chemical Company site in Los Angeles, California. The Company has been included in the clean-up program because it was one of the companies that used the Davis Chemical Company site for waste recycling and/or disposal between 1949 and 1990. The Company joined with other potentially responsible parties and entered into a Consent Order with the State that required the group to perform a soils investigation at the site and submit a remediation plan. The State has approved the remediation plan, which completes the group’s obligations under the Consent Order. Although the Consent Order does not require the group to remediate the site and the State has indicated it intends to look to other parties for remediation, the State has not yet issued “no further action” letters to the group members. To date, the Company’s share of the group’s expenses has not been material and has been expensed as incurred.
The Company has used an environmental firm, specializing in hydrogeology, to perform monitoring of the groundwater at the Company’s former facility in Newbury Park, California that was leased for approximately forty years. The Company vacated the building in May 2002. Certain contaminants have been found in the local groundwater and site soils. Groundwater monitoring results to date over a number of years indicate that the majority of groundwater contaminants are believed to come, in full or in material part, from adjacent facilities. Responsibility for soil contamination remains under investigation. The location of key soil contamination (and some related groundwater impact) is concentrated in an area of an underground storage tank that the Company believes to have been installed and used in the early 1960s by a former tenant at the site who preceded the Company’s tenancy. There are no claims pending with respect to environmental matters at the Newbury Park site. The applicable regulatory agency 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 November 2012, the regulatory agency added two more potentially responsible parties to the matter, based on historical evidence of past occupancy or operations at the site dating to the 1960s. In addition, the regulatory agency’s November 2012 action included a draft cleanup and abatement order to all the parties. Responses to the draft orders were submitted in a timely manner by all the parties in January 2013. Further action and response from the regulatory agency is pending. The parties are expected to work cooperatively in responding to and determining the appropriate scope and extent of additional site investigative and categorization work, as well as in relation to any ultimate proposed clean up 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 upon, and in anticipation of the likely outcome associated with the November 2012 draft cleanup and abatement order, the Company engaged an environmental firm to assist in an assessment of this site consistent with the direction and scope of the draft cleanup and abatement order. Based on the Company’s preliminary assessment, it has determined a likely range of probable loss between $2.5 million and $5.7 million. Given the early nature of the draft clean up and abatement order and 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 recorded the minimum amount of $2.5 million under “Accrued liabilities” on the unaudited consolidated condensed balance sheets, and included in the consolidated condensed statement of income under “Selling, general and administrative” in the third quarter of fiscal year 2013. These estimates could change as a result of changes in planned remedial actions, further actions from the regulatory agency, remediation technology, and other factors.
Commercial Disputes
The Company periodically is involved in disputes arising in the normal course of business regarding products or services provided to the Company by vendors or service providers. Historically, the cost of commercial disputes has been immaterial to the Company’s consolidated financial statements.
Indemnification
The Company has entered into agreements with its current executive officers and directors indemnifying them against certain liabilities incurred in connection with the performance of their duties. The Company’s Certificate of Incorporation and Bylaws contain comparable indemnification obligations with respect to the Company’s current directors and employees.
Product Warranties
The Company’s general warranty policy provides for repair or replacement of defective parts. In some cases, a refund of the purchase price is offered. In certain instances the Company has agreed to other warranty terms, including some indemnification provisions.
The product warranty accrual reflects the Company’s best estimate of probable liability under its product warranties. The Company accrues for known warranty issues if a loss is probable and can be reasonably estimated, and accrues for estimated incurred but unidentified issues based on historical experience. Historically, warranty expense has been immaterial to the Company’s consolidated financial statements.
Note 14: Geographic Information and Concentration of Risk
The Company operates exclusively in the semiconductor industry and primarily within the analog and mixed-signal sector.
Net sales activity by geographic region is as follows:
|
| | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
North America | 17 | % | | 18 | % | | 16 | % | | 19 | % |
Asia-Pacific | 72 | % | | 69 | % | | 73 | % | | 67 | % |
Europe | 11 | % | | 13 | % | | 11 | % | | 14 | % |
| 100 | % | | 100 | % | | 100 | % | | 100 | % |
The Company generally attributes sales to a country based on the ship-to address. The table below summarizes sales activity to countries that represented greater than 10% of total net sales:
|
| | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(percentage of total sales) | July 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
United States | 15 | % | | 17 | % | | 15 | % | | 17 | % |
China (including Hong Kong) | 32 | % | | 37 | % | | 33 | % | | 37 | % |
Japan | 13 | % | | 10 | % | | 12 | % | | 10 | % |
South Korea | 11 | % | | 6 | % | | 11 | % | | 7 | % |
Income (loss) from continuing operations before income taxes is as follows:
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(in thousands) | July 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
Domestic | $ | (11,831 | ) | | $ | (8,887 | ) | | $ | (18,245 | ) | | $ | (17,725 | ) |
Foreign | 25,506 |
| | 7,570 |
| | 47,131 |
| | (4,363 | ) |
Total | $ | 13,675 |
| | $ | (1,317 | ) | | $ | 28,886 |
| | $ | (22,088 | ) |
Sales to the Company’s customers are generally made on open account, subject to credit limits the Company may impose, and the receivables are subject to the risk of being uncollectible.
Each of the following significant customers accounted for at least 10% of net sales for at least one of the periods indicated:
|
| | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(percentage of net sales) | July 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
Samsung Electronics (and affiliates) | 11 | % | | 10 | % | | 13 | % | | 12 | % |
Huawei Technologies (and affiliates) | 9 | % | | 11 | % | | 9 | % | | 11 | % |
The following table shows the list of customers that have an outstanding receivable balance that represents at least 10% of total net receivables for at least one of the periods indicated:
|
| | | | | |
| Balance as of |
(percentage of net accounts receivable) | July 28, 2013 | | January 27, 2013 |
Samsung Electronics (and affiliates) | 12 | % | | 12 | % |
Huawei Technologies (and affiliates) | 11 | % | | 14 | % |
Outside Subcontractors and Suppliers
The Company relies on a limited number of outside subcontractors and suppliers for the production of silicon wafers, packaging and certain other tasks. Disruption or termination of supply sources or subcontractors, due to natural disasters such as an earthquake or other causes, could delay shipments and could have a material adverse effect on the Company. Although there are generally alternate sources for these materials and services, qualification of the alternate sources could cause delays sufficient to have a material adverse effect on the Company. Several of the Company’s outside subcontractors and suppliers, including third-party foundries that supply silicon wafers, are located in foreign countries, including China, Taiwan, Germany, Poland, United Kingdom 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.
Note 15: Stock Repurchase Program and Shares Withheld from Vested Restricted Shares
The Company has conducted stock repurchasing programs with authorized purchasing amounts going back to March 2008. All stock repurchasing activity has been conducted under authorization from the Board of Directors. The most recent authorization was approved by the Board of Directors in November 2011, under which the Company was authorized to repurchase up to $50.0 million of the Company’s common stock from time to time through negotiated or open market transactions (the “2011 Program”). On August 21, 2013, the Company announced an additional $50.0 million expansion of the 2011 Program.
In addition to repurchase activity under the 2011 Program, the Company typically withholds shares from vested restricted stock to pay employee payroll and income tax withholding liabilities.
The following table summarizes the stock repurchase activities and shares withheld from vested restricted shares during the periods indicated:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
(in thousands, except number of shares) | Shares | | Value | | Shares | | Value | | Shares | | Value | | Shares | | Value |
Shares repurchased under the 2008 Program | — |
| | $ | — |
| | — |
| | $ | — |
| | — |
| | $ | — |
| | — |
| | $ | — |
|
Shares withheld from vested restricted shares | — |
| | — |
| | 3,513 |
| | 87 |
| | — |
| | — |
| | 9,696 |
| | 269 |
|
Total treasury shares activities | — |
| | $ | — |
| | 3,513 |
| | $ | 87 |
| | — |
| | $ | — |
| | 9,696 |
| | $ | 269 |
|
The Company currently intends to hold the repurchased and withheld shares as treasury stock. The Company typically reissues treasury shares to settle stock option exercises and restricted share grants.
Note 16: Recent Accounting Pronouncements
In July 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update allowing companies to designate the Federal Funds Effective Swap Rate (or Overnight Index Swap Rate) as a benchmark interest rate for hedge accounting purpose. This update is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The Company does not expect the adoption of this guidance to have a material impact on its financial condition, results of operations, cash flows, or disclosures.
In July 2013, the FASB issued an accounting standards update requiring companies to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to deferred tax assets in the financial statements for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on its financial condition, results of operations, cash flows, or disclosures.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of our financial condition and results of operations together with the consolidated condensed financial statements and the notes to the consolidated condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”).
Forward Looking Statements
This Quarterly Report contains forward-looking statements. Forward-looking statements are statements other than historical information or statements of current condition and relate to matters such as our future financial performance, future operational performance and our plans, objectives and expectations. Some forward-looking statements may be identified by use of terms such as “expects,” “anticipates,” “intends,” “estimates,” “believes,” “projects,” “should,” “will,” “plans” and similar words. In light of the risks and uncertainties inherent in all such projected matters, forward-looking statements should not be regarded as a representation by us or any other person that our objectives or plans will be achieved or that any of our operating expectations or financial forecasts will be realized. Results could differ materially from those projected in forward-looking statements, due to factors including, but not limited to, those set forth in the “Risk Factors” and “Quantitative and Qualitative Disclosures About Market Risk” sections of this Quarterly Report and the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended January 27, 2013 filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2013. We undertake no duty to update any forward-looking statements, whether as a result of new information, future events or otherwise.
In addition to regarding forward-looking statements with caution, you should consider that the preparation of financial statements requires us to draw conclusions and make interpretations, judgments, assumptions and estimates with respect to factual, legal, and accounting matters. Different conclusions, interpretations, judgments, assumptions, or estimates could result in materially different results. See Note 1 to the consolidated condensed financial statements included in Part I, Item 1 of this Quarterly Report.
Overview
We design, develop, manufacture and market high-performance analog and mixed signal semiconductor products. We operate and account for results in one reportable segment.
On March 20, 2012, we, through our wholly-owned subsidiary Semtech Canada Inc., completed the acquisition of all outstanding equity interests of Gennum Corporation (“Gennum”) (TSX: GND), a leading supplier of high speed analog and mixed-signal semiconductors for the optical communications and video broadcast markets.
Upon consummation of the acquisition, which constituted a change in control of Gennum, Gennum’s stock option awards and restricted shares became fully vested. We acquired 100% of the outstanding shares and vested stock options, restricted shares, and deferred share units of Gennum for CDN $13.55 per share for a total purchase price of $506.5 million. The acquisition was financed with a combination of cash from our international cash reserves and $347.0 million (net of original issue discount of $3.0 million) of five-year secured term loans with a combined interest rate of approximately 4% (see Note 10 to our consolidated condensed financial statements).
Our primary reasons for the acquisition were to broaden our existing portfolio of high-speed communications platforms with Gennum’s 1 Gbps to 25 Gbps signal integrity platform, to complement our 40 Gbps to 100 Gbps SerDes solutions and to create one of the industry’s most complete and robust analog and mixed signal portfolios. In addition, Gennum’s strong position in video broadcast and the emerging HD video surveillance market further diversifies our portfolio of high-performance analog semiconductors and provides cross-selling potential with the combined customer base.
On March 7, 2012, we completed the acquisition of Cycleo SAS (“Cycleo”), a privately held company based in France that develops IP for wireless long-range semiconductor products used in smart metering and other industrial and consumer markets. This transaction, which was accounted for using the acquisition method of accounting, complements our current wireless offerings and will bring customers a set of high-end, digitally enhanced wireless solutions. Under the terms of the agreement, we paid the stockholders of Cycleo $5.0 million in cash at closing.
Our product lines include:
Protection Products. We design, develop and market high performance protection devices, which are often referred to as transient voltage suppressors (“TVS”). TVS devices provide protection for electronic systems where voltage spikes (called transients), such as electrostatic discharge or secondary lightning surge energy can permanently damage voltage sensitive complementary metal–oxide–semiconductor (“CMOS”) integrated circuits (“ICs”). Our portfolio includes filter and termination devices that are integrated in with the transient voltage suppressor (“TVS”) devices. Our protection products feature low capacitance, providing robust protection while preserving signal integrity in high-speed networking and video
interfaces. These products also operate at very low voltage needed for today’s low voltage ICs. Our protection products can be found in a broad range of applications including smart phones, LCD TVs, set-top boxes, tablet computers, notebooks, base stations, routers, and industrial instruments.
Advanced Communications Products. We design, develop and market a portfolio of proprietary advanced wired communication, ultra-high speed Serializer/Deserializer (“SerDes”) and modulator driver products for transport communication. These ICs perform transmission and amplification functions used in high-speed networks, at 40Gbps and 100Gbps. Our advanced communications products also feature a leading integrated timing solution for packet based communication networks. Our advanced communications products are used in a variety of communications and industrial applications.
Gennum Products. We design, develop and market a portfolio of optical communications, broadcast video, active cable transceiver and backplane products used in a wide variety of enterprise computing, industrial, communications and high-end consumer applications. Our broadcast video products offer advanced solutions for next generation video formats, ever increasing data rates and evolving I/O (input/output) and distance requirements. Our security and surveillance products for HDcctv enable upgrade of analog cctv installations to full digital HD, leveraging the installed base of cabling, and our fully integrated transmit and receive products enable the highest performance, longest reach HDcctv standards-compliant designs. Our comprehensive portfolio of IC’s for optical transceivers, backplane applications and consumer high-speed interfaces ranges from 100Mbps to 100Gbps and supports key industry standards such as Fibre Channel, Infiniband, Ethernet, PON, SONET and PCI Express.
Power Management and High-Reliability Products. Power management products control, alter, regulate and condition the power supplies within electronic systems. The highest volume product types within the power management product line are switching voltage regulators, combination switching and linear regulators, smart regulators and charge pumps. Our power management products feature highly integrated devices for the telecom industry and low-power, small form factor and high-efficiency products for mobile phones, notebook computers, computer peripherals and other portable devices. The primary application for these products is power regulation for computer, communications, high-end consumer and industrial systems. Our high-reliability discrete semiconductor products comprised of rectifiers, assemblies (packaged discrete rectifiers) and other products are typically used to convert alternating currents (“AC”) into direct currents (“DC”) and to protect circuits against very high voltage spikes or high current surges. Our high-reliability products can be found in a broad range of applications including industrial, military, medical, aerospace and defense systems, including satellite communications.
Wireless and Sensing Products. We design, develop and market a portfolio of specialized radio frequency (“RF”) functions used in a wide variety of industrial, medical and networking applications, and specialized sensing functions used in industrial and consumer applications. Our wireless and sensing products feature industry leading and longest range industrial, scientific and medical (“ISM”) radio, enabling low cost of ownership and increased reliability in all environments. Our unique sensing interface platforms can interface to any sensor and output digital data in any form. Our wireless and sensing products can be found in a broad range of applications in the industrial, medical and consumer markets.
Most of our sales to customers are made on the basis of individual customer purchase orders. Many customers include cancellation provisions in their purchase orders. Trends within the industry toward shorter lead-times and “just-in-time” deliveries have resulted in our reduced ability to predict future shipments. As a result, we rely on orders received and shipped within the same quarter for a significant portion of our sales. Orders received and shipped in the second quarter of fiscal years 2014 and 2013 represented 45% and 40% of net sales, respectively. Sales made directly to customers during the second quarter of fiscal years 2014 and 2013 were 56% and 59% of net sales, respectively. The remaining sales were made through independent distributors. Our business relies on foreign-based entities. Most of our outside subcontractors and suppliers, including third-party foundries that supply silicon wafers, are located in foreign countries, including China, Taiwan, Germany, Poland, United Kingdom and Israel. For the second quarter of fiscal year 2014, approximately 35% of our silicon, in terms of cost of wafers purchased, was manufactured in China. Foreign sales during the second quarter of fiscal year 2014 constituted approximately 85% of our net sales. Approximately 84% of foreign sales during the second quarter of fiscal year 2014 were to customers located in the Asia-Pacific region. The remaining foreign sales were primarily to customers in Europe, Canada, and Mexico.
Critical Accounting Policies and Estimates
In addition to the discussion below, you should refer to the disclosures regarding our critical accounting policies in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 27, 2013 filed with the SEC on March 28, 2013.
Revenue and Cost of Sales
We recognize product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Product design and engineering recoveries are recognized during the period in which services are performed. We include revenue related to granted technology licenses as part of “Net sales.” Historically, revenue from these arrangements has not been significant though it is part of our recurring ordinary business.
We record a provision for estimated sales returns in the same period as the related revenues are recorded. We base these estimates on historical sales returns and other known factors. Actual returns could be different from our estimates and current provisions for sales returns and allowances, resulting in future charges to earnings.
We defer revenue recognition on shipment of products to certain customers, principally distributors, under agreements which provide for limited pricing credits or product 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, we have 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. We estimate 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 current standard costs which is expected to approximate actual costs at the date of sale. The estimated deferred gross margin on these sales, where there are no outstanding receivables, is recorded on the balance sheet under the heading of “Deferred revenue.” There were no significant impairments of deferred cost of sales in fiscal year 2013 or the first six months of fiscal year 2014.
The following table summarizes the deferred net revenue balance:
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| | | | | | | |
(in thousands) | July 28, 2013 | | January 27, 2013 |
Deferred revenue | $ | 5,817 |
| | $ | 4,467 |
|
Deferred cost of revenue | 1,306 |
| | 1,099 |
|
Deferred revenue, net | 4,511 |
| | 3,368 |
|
Deferred product design and engineering recoveries | 887 |
| | 377 |
|
Total deferred revenue | $ | 5,398 |
| | $ | 3,745 |
|
Gross Profit
Gross profit is equal to our net sales less our cost of sales. Our cost of sales includes materials, depreciation on fixed assets used in the manufacturing process, shipping costs, direct labor and overhead. We determine the cost of inventory by the first-in, first-out method.
Operating Costs
Our operating costs and expenses generally consist of selling, general and administrative, product development and engineering costs, costs associated with acquisitions, and other operating related charges.
Results of Operations
The following table sets forth, for the periods indicated, our statements of income data expressed as a percentage of revenues.
|
| | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
Net sales | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
Cost of sales | 39.0 | % | | 50.5 | % | | 39.5 | % | | 51.4 | % |
Gross Profit | 61.0 | % | | 49.5 | % | | 60.5 | % | | 48.6 | % |
Operating costs and expenses: | | | | | | | |
Selling, general and administrative | 20.2 | % | | 20.7 | % | | 20.8 | % | | 28.4 | % |
Product development and engineering | 20.1 | % | | 21.6 | % | | 20.7 | % | | 21.2 | % |
Intangible amortization and impairments | 5.9 | % | | 5.3 | % | | 5.4 | % | | 5.1 | % |
Total operating costs and expenses | 46.2 | % | | 47.6 | % | | 46.9 | % | | 54.7 | % |
Operating income (loss) | 14.8 | % | | 1.9 | % | | 13.6 | % | | (6.1 | )% |
Interest expense | (6.4 | )% | | (2.3 | )% | | (4.5 | )% | | (1.9 | )% |
Interest income and other (expense), net | (0.1 | )% | | (0.4 | )% | | (0.3 | )% | | (0.3 | )% |
Income (loss) before taxes | 8.3 | % | | (0.8 | )% | | 8.8 | % | | (8.3 | )% |
Benefit for taxes | (3.3 | )% | | (7.5 | )% | | (1.5 | )% | | (12.8 | )% |
Net income | 11.6 | % | | 6.7 | % | | 10.3 | % | | 4.5 | % |
Percentages may not add precisely due to rounding. | | | | | | | |
Our regional mix of income (loss) from continuing operations before income taxes is as follows:
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| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(in thousands) | July 28, 2013 | | July 29, 2012 | | July 28, 2013 | | July 29, 2012 |
Domestic | $ | (11,831 | ) | | $ | (8,887 | ) | | $ | (18,245 | ) | | $ | (17,725 | ) |
Foreign | 25,506 |
| | 7,570 |
| | 47,131 |
| | (4,363 | ) |
Total | $ | 13,675 |
| | $ | (1,317 | ) | | $ | 28,886 |
| | $ | (22,088 | ) |
Domestic loss from continuing operations includes amortization of acquired intangible assets, litigation expenses and higher levels of stock-based compensation compared to foreign operations.
Comparison of the Three Months Ended July 28, 2013 and July 29, 2012
We report results on the basis of 52 and 53 week periods and end our 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 quarter in 53-week years. The second quarter of fiscal years 2014 and 2013 each consisted of 13 weeks.
Our sales by major end-market are detailed below:
|
| | | | | | | | | | | | | |
| Three Months Ended |
(in thousands, except percentages) | July 28, 2013 | | July 29, 2012 |
Enterprise Computing | $ | 31,427 |
| | 19 | % | | $ | 25,090 |
| | 17 | % |
Communications | 47,300 |
| | 29 | % | | 53,006 |
| | 35 | % |
High-end Consumer (1) | 45,219 |
| | 27 | % | | 39,156 |
| | 26 | % |
Industrial and Other | 41,064 |
| | 25 | % | | 33,452 |
| | 22 | % |
Total | $ | 165,010 |
| | 100 | % | | $ | 150,704 |
| | 100 | % |
| |
(1) | Approximately $10.6 million and $5.5 million of our total sales to Samsung Electronics (and affiliates), one of our significant customers, in the second quarter of fiscal years 2014 and 2013, respectively, were for products that target the handheld market (which includes mobile phones). This activity is included in the high-end consumer end-market category. |
Net Sales Net sales for the second quarter of fiscal year 2014 were $165.0 million, an increase of 9% compared to $150.7 million for the second quarter of fiscal year 2013.
Revenue in the second quarter of fiscal year 2014 benefited from strength in demand for products that support the smart phone, surveillance and optical transceivers markets.
We expect revenue to decline in the third quarter of fiscal year 2014, as compared to the second quarter of fiscal year 2014. The main drivers for this expected decline include softness in the smart phone market as key customers seek to reduce inventory levels, seasonal softness in industrial applications and delays in China infrastructure orders.
Gross Profit During the second quarter of fiscal year 2014, gross profit increased to $100.7 million from $74.5 million in the second quarter of fiscal year 2013. Gross profit margins increased to 61.0% in the second quarter of fiscal year 2014 from 49.5% in the second quarter of fiscal year 2013. The increase in gross profit margin was driven by the amortization of acquired inventory, which was fully amortized in the first quarter of fiscal year 2014. The improvement of gross profit in the second quarter of fiscal year 2014 was driven by higher volumes, higher levels of IP revenue and the previously recognized full amortization of the fair value adjustment for acquired inventory. These benefits were partially offset by an unfavorable product mix toward higher sales of lower margin products.
In the third quarter of fiscal year 2014, we expect gross profit margin to decline as a result of unfavorable product mix, lower volumes and lower levels of IP revenue.
Operating Costs and Expenses
|
| | | | | | | | | | | | | | | | |
| Three Months Ended | | Change |
(in thousands, except percentages) | July 28, 2013 | | July 29, 2012 | |
Selling, general and administrative | $ | 33,315 |
| | 44 | % | | $ | 31,220 |
| | 44 | % | | 7 | % |
Product development and engineering | 33,125 |
| | 43 | % | | 32,613 |
| | 45 | % | | 2 | % |
Intangible amortization and impairments | 9,811 |
| | 13 | % | | 7,977 |
| | 11 | % | | 23 | % |
Total operating costs and expenses | $ | 76,251 |
| | 100 | % | | $ | 71,810 |
| | 100 | % | | 6 | % |
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses increased by $2.1 million in the second quarter of fiscal year 2014 compared to the same quarter of fiscal year 2013 driven primarily by higher stock-based compensation expense and higher marketing and commission expense due to higher sales.
We expect operating costs to decline in the third quarter of fiscal year 2014, as compared to the second quarter of fiscal year 2014. The main drivers for this expected decline include lower variable expenses associated with lower revenue and the impact from cost reduction actions we have taken in response to the softer revenue outlook.
Product Development and Engineering Expenses
Product development and engineering expenses increased by $0.5 million in the second quarter of fiscal year 2014 compared to the same quarter of fiscal year 2013 driven primarily by higher stock-based compensation expense in the second quarter of fiscal year 2014.
The levels of product development and engineering expenses reported in a fiscal period can be significantly impacted, and therefore experience period over period volatility, by the number of new product tape-outs and by the timing of recoveries from non-recurring engineering services which are typically recorded as a reduction to product development and engineering expense.
Intangible Amortization and Impairments
Intangible amortization and impairments was $9.8 million and $8.0 million in the second quarter of fiscal years 2014 and 2013, respectively. The $1.8 million increase was driven primarily by the impairment charge of $2.6 million recorded to write-off acquired IPR&D from the SMI acquisition offset by $0.8 million lower intangible amortization due to service backlog intangible assets from the Gennum acquisition having been fully amortized in the first quarter of fiscal year 2014.
Intangible amortization and impairments is expected to decline in the third quarter of fiscal year 2014, as a result of the discrete write-off of IPR&D in the second quarter of fiscal year 2014.
Interest Expense
Interest expense was $10.6 million and $3.4 million in the second quarter of fiscal year 2014 and 2013, respectively. The $7.2 million increase was due to an $8.7 million write-off of unamortized original issue discount and debt issuance cost associated with the retired debt offset by $1.5 million of cost savings resulting from refinancing $350.0 million of debt in the second quarter of fiscal year 2014.
Interest expense is expected to be approximately $1.7 million for the third quarter of fiscal year 2014.
Interest Income and Other (Expense) Income, Net
Interest income and other (expense) income, net was $(0.2) million in the second quarter of fiscal year 2014, compared to $0.6 million in the second quarter of fiscal year 2013. The decrease is primarily due to the volatility of foreign exchange related to cash holding by the Company in local currencies.
Income Taxes
In the second quarter of fiscal year 2014, we recorded an income tax benefit of approximately $5.4 million compared to an income tax benefit of $11.3 million in the second quarter of fiscal year 2013. The effective tax rates for the second quarter of fiscal years 2014 and 2013 were a benefit of 39.8% and 861.0%, respectively. Our effective tax rate in the second quarter of fiscal year 2014 differs from the statutory federal income tax rate of 35% due primarily to certain undistributed foreign earnings for which no U.S taxes are provided because such earnings are indefinitely reinvested outside of the U.S.
As a global organization, we are subject to audit by taxing authorities in various jurisdictions. To the extent that an audit, or the closure of a statute of limitations, results in our adjusting our reserves for uncertain tax positions, our effective tax rate could experience extreme volatility since any adjustment would be recorded as a discrete item in the period of adjustment.
Comparison of the Six Months Ended July 28, 2013 and July 29, 2012
We report results on the basis of 52 and 53 week periods and end our 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 quarter in 53-week years. The first six months of fiscal years 2013 and 2012 each consisted of 26 weeks.
Our sales by major end-market are detailed below:
|
| | | | | | | | | | | | | |
| Six Months Ended |
(in thousands, except percentages) | July 28, 2013 | | |