NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The consolidated condensed financial statements have been prepared by Cirrus Logic, Inc. (“Cirrus Logic,” “we,” “us,” “our,” or the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). The accompanying unaudited consolidated condensed financial statements do not include complete footnotes and financial presentations. As a result, these financial statements should be read along with the audited consolidated financial statements and notes thereto for the year ended
March 30,
2019
, included in our Annual Report on Form 10-K filed with the Commission on May 24, 2019. In our opinion, the financial statements reflect all material adjustments, including normal recurring adjustments, necessary for a fair presentation of the financial position, operating results and cash flows for those periods presented. The preparation of financial statements in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported assets, liabilities, revenues and expenses. Actual results could differ from those estimates and assumptions. Moreover, the results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year. Additionally, certain prior period amounts have been reclassified to conform to current year presentation, with no impact to earnings.
2. Recently Issued Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02,
Leases
, which the Company adopted in the first quarter of fiscal year 2020. The new standard provides a number of optional practical expedients in transition. We elected the use-of-hindsight practical expedient and the ‘package of practical expedients’ which permit us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for qualifying leases, which are those with terms of less than twelve months, we will not recognize right-of-use ("ROU") assets or lease liabilities. We also do not separate lease and non-lease components for all classes of assets. Most of our operating lease commitments were subject to the new standard and recognized as ROU assets and operating lease liabilities upon adoption, which materially increased the total assets and total liabilities that we reported relative to such amounts prior to adoption.
In applying the use-of-hindsight practical expedient, we re-assessed whether we were reasonably certain to exercise extension options within our lease agreements. This resulted in the lease term being extended on a number of leases. The previously capitalized initial direct costs and accrued lease payments were recalculated assuming these extended lease terms had always applied, resulting in an adjustment of
$0.7 million
net of tax, to opening retained earnings on transition.
On adoption, we recognized additional operating liabilities, with corresponding ROU assets based on the present value of the lease payments over the lease term under current leasing contracts for existing operating leases. In addition, existing capitalized initial direct costs and accrued lease payments were reclassified from prepayments and accruals to the ROU asset. There was no income statement or cash flow statement impact on adoption, nor were prior periods adjusted.
The effects of the changes made to our balance sheet at adoption were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 30, 2019
|
|
Impact from ASU 2016-02 Adoption
|
|
Balance at March 31, 2019
|
Financial statement line item:
|
|
|
|
|
|
Prepaid assets
|
$
|
30,794
|
|
|
$
|
(2,833
|
)
|
|
$
|
27,961
|
|
Right-of-use lease assets
|
—
|
|
|
149,746
|
|
|
149,746
|
|
Lease liabilities
|
—
|
|
|
(14,899
|
)
|
|
(14,899
|
)
|
Other accrued liabilities
|
(16,339
|
)
|
|
11,071
|
|
|
(5,268
|
)
|
Non-current lease liabilities
|
—
|
|
|
(143,085
|
)
|
|
(143,085
|
)
|
Other long-term liabilities
|
(9,889
|
)
|
|
(965
|
)
|
|
(10,854
|
)
|
Accumulated deficit
|
(222,430
|
)
|
|
965
|
|
|
(221,465
|
)
|
In June 2016, the FASB issued ASU No. 2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
. This ASU requires credit losses on available-for-sale debt securities to be presented as an allowance rather than a write-down. Unlike current U.S. GAAP, the credit losses could be reversed with changes in estimates, and recognized in current year earnings. This ASU is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods. The Company is currently evaluating the impact of this ASU, but does not expect a material impact to the financial statements upon adoption.
In January 2017, the FASB issued ASU No. 2017-04,
Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
. This ASU eliminates step two of the goodwill impairment test. An impairment charge is to be recognized for the amount by which the current value exceeds the fair value. This ASU is effective for annual periods beginning after December 15, 2019, including interim periods. Early adoption is permitted, for interim or annual goodwill impairment tests performed after January 1, 2017, and should be applied prospectively. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments in this update. The Company is currently evaluating the impact of this ASU, but does not expect a material impact to the financial statements upon adoption.
In February 2018, the FASB issued ASU No. 2018-02,
Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
. This ASU allows for the classification of stranded tax effects resulting from the Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income to retained earnings. This ASU is effective for annual periods beginning after December 15, 2018, with early adoption permitted. The standard should be applied in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in tax rate is recognized. The Company adopted this ASU in the current fiscal quarter and elected to reclassify the stranded tax effects of
$0.3 million
from accumulated other comprehensive income to retained earnings in the period of adoption.
In June 2018, the FASB issued ASU No. 2018-07,
Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting
. This ASU expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees and will apply to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, with early adoption permitted. The Company adopted this ASU in the current fiscal quarter, with no material impact to the financial statements.
In August 2018, the FASB issued ASU No. 2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement
. This ASU adjusts current required disclosures related to fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the impact of this ASU, but does not expect a material impact to the financial statements upon adoption.
In August 2018, the Commission adopted the final rule under SEC Release No. 33-10532,
Disclosure Update and Simplification
, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The final rule was published in the Federal Register on October 4, 2018, effective November 5, 2018. The Company adopted the amendments in the current fiscal quarter. See consolidated condensed statements of stockholders' equity.
3.
Marketable Securities
The Company’s investments that have original maturities greater than 90 days have been classified as available-for-sale securities in accordance with U.S. GAAP. Marketable securities are categorized on the consolidated condensed balance sheet as short- and long-term marketable securities, as appropriate.
The following table is a summary of available-for-sale securities at
June 29, 2019
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 29, 2019
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
(Net Carrying
Amount)
|
Corporate debt securities
|
$
|
236,150
|
|
|
$
|
2,474
|
|
|
$
|
(102
|
)
|
|
$
|
238,522
|
|
Non-U.S. government securities
|
15,147
|
|
|
109
|
|
|
(7
|
)
|
|
15,249
|
|
U.S. Treasury securities
|
3,623
|
|
|
35
|
|
|
—
|
|
|
3,658
|
|
Total securities
|
$
|
254,920
|
|
|
$
|
2,618
|
|
|
$
|
(109
|
)
|
|
$
|
257,429
|
|
The Company typically invests in highly-rated securities with original maturities generally ranging from
one
to
three years
. The Company's specifically identified gross unrealized loss of
$0.1 million
related
to
securities with total amortized cost of approximately
$56.1 million
at
June 29, 2019
. Securities in a continuous unrealized loss position for more than 12 months as of
June 29, 2019
had an aggregate amortized cost of
$49.8 million
and an aggregate unrealized loss of
$0.1 million
. The Company may sell certain of its marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipated or actual changes in credit rating and duration management. When evaluating an investment for other-than-temporary impairment, the Company reviews factors including the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer, changes in market interest rates and whether it is more likely than not the Company will be required to sell the investment before recovery of the investment’s cost basis. As of
June 29, 2019
, the Company did not consider any of its investments to be other-than-temporarily impaired.
The following table is a summary of available-for-sale securities at
March 30, 2019
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 30, 2019
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
(Net Carrying
Amount)
|
Corporate debt securities
|
$
|
215,098
|
|
|
$
|
1,027
|
|
|
$
|
(600
|
)
|
|
$
|
215,525
|
|
Non-U.S. government securities
|
13,209
|
|
|
8
|
|
|
(40
|
)
|
|
13,177
|
|
Agency discount notes
|
450
|
|
|
—
|
|
|
(1
|
)
|
|
449
|
|
Total securities
|
$
|
228,757
|
|
|
$
|
1,035
|
|
|
$
|
(641
|
)
|
|
$
|
229,151
|
|
The Company’s specifically identified gross unrealized losses of
$0.6 million
related
to
securities with total amortized cost of approximately
$123.1 million
at
March 30, 2019
. Securities in a continuous unrealized loss position for more than 12 months as of
March 30, 2019
had an aggregate amortized cost of
$120.3 million
and an aggregate unrealized loss of
$0.6 million
.
The Company may sell certain of its marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipated or actual changes in credit rating and duration management. When evaluating an investment for other-than-temporary impairment, the Company reviews factors including the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer, changes in market interest rates and whether it is more likely than not the Company will be required to sell the investment before recovery of the investment’s cost basis. As of
March 30, 2019
, the Company did not consider any of its investments to be other-than-temporarily impaired.
The cost and estimated fair value of available-for-sale
securities
by contractual maturities were as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 29, 2019
|
|
March 30, 2019
|
|
Amortized
|
|
Estimated
|
|
Amortized
|
|
Estimated
|
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
Within 1 year
|
$
|
52,415
|
|
|
$
|
52,350
|
|
|
$
|
70,490
|
|
|
$
|
70,183
|
|
After 1 year
|
202,505
|
|
|
205,079
|
|
|
158,267
|
|
|
158,968
|
|
Total
|
$
|
254,920
|
|
|
$
|
257,429
|
|
|
$
|
228,757
|
|
|
$
|
229,151
|
|
4.
Fair Value of Financial Instruments
The Company has determined that the only material assets and liabilities in the Company’s financial statements that are required to be measured at fair value on a recurring basis are the Company’s cash equivalents and marketable securities portfolio. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
|
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities.
|
|
|
•
|
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
|
•
|
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
The Company’s cash equivalents and marketable securities portfolio consist of money market funds, debt securities, non-U.S. government securities, U.S. Treasury securities and securities of U.S. government-sponsored enterprises and are reflected on our consolidated condensed balance sheets under the headings cash and cash equivalents, marketable securities, and long-term marketable securities. The Company determines the fair value of its marketable securities portfolio by obtaining non-binding market prices from third-party pricing providers on the last day of the quarter, whose sources may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value.
As of
June 29, 2019
and
March 30, 2019
, the Company classified all investment portfolio assets as Level 1 or Level 2 assets. The Company has no material Level 3 assets. There were no transfers between Level 1, Level 2, or Level 3 measurements for the three months ending
June 29, 2019
.
The following summarizes the fair value of our financial instruments at
June 29, 2019
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
Level 1
|
|
Significant
Other
Observable
Inputs
Level 2
|
|
Significant
Unobservable
Inputs
Level 3
|
|
Total
|
Assets:
|
|
|
|
|
|
|
|
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
$
|
156,247
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156,247
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
$
|
—
|
|
|
$
|
238,522
|
|
|
$
|
—
|
|
|
$
|
238,522
|
|
Non-U.S. government securities
|
—
|
|
|
15,249
|
|
|
—
|
|
|
15,249
|
|
U.S. Treasury securities
|
3,658
|
|
|
—
|
|
|
—
|
|
|
3,658
|
|
|
$
|
3,658
|
|
|
$
|
253,771
|
|
|
$
|
—
|
|
|
$
|
257,429
|
|
The following summarizes the fair value of our financial instruments at
March 30, 2019
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
Level 1
|
|
Significant
Other
Observable
Inputs
Level 2
|
|
Significant
Unobservable
Inputs
Level 3
|
|
Total
|
Assets:
|
|
|
|
|
|
|
|
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
$
|
174,214
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
174,214
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
$
|
—
|
|
|
$
|
215,525
|
|
|
$
|
—
|
|
|
$
|
215,525
|
|
Non-U.S. government securities
|
—
|
|
|
13,177
|
|
|
—
|
|
|
13,177
|
|
Agency discount notes
|
—
|
|
|
449
|
|
|
—
|
|
|
449
|
|
|
$
|
—
|
|
|
$
|
229,151
|
|
|
$
|
—
|
|
|
$
|
229,151
|
|
5.
Derivative Financial Instruments
Foreign Currency Forward Contracts
During the quarter ended June 29, 2019, the Company began using foreign currency forward contracts to reduce the earnings impact that exchange rate fluctuations have on non-U.S. dollar balance sheet exposures. The Company recognizes both the gains and losses on foreign currency forward contracts and the gains and losses on the remeasurement of non-U.S. dollar denominated assets and liabilities within "
Other income (expense)
" in the consolidated condensed statements of income. The Company does not apply hedge accounting to these foreign currency derivative instruments.
As of June 29, 2019, the Company held
one
foreign currency forward contract denominated in British Pound Sterling with a notional value of
$59.7 million
. The fair value of this contract was not material as of June 29, 2019.
The before-tax effect of derivative instruments not designated as hedging instruments was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
June 29,
|
|
June 30,
|
|
|
|
|
2019
|
|
2018
|
|
Location
|
Gain (loss) recognized in income:
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
$
|
(2,363
|
)
|
|
$
|
—
|
|
|
Other income (expense)
|
6.
Accounts Receivable, net
The following are the components of accounts receivable, net (in thousands):
|
|
|
|
|
|
|
|
|
|
June 29,
|
|
March 30,
|
|
2019
|
|
2019
|
Gross accounts receivable
|
$
|
111,642
|
|
|
$
|
120,926
|
|
Allowance for doubtful accounts
|
(145
|
)
|
|
(270
|
)
|
Accounts receivable, net
|
$
|
111,497
|
|
|
$
|
120,656
|
|
7. Inventories
Inventories are comprised of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
June 29,
|
|
March 30,
|
|
2019
|
|
2019
|
Work in process
|
$
|
89,467
|
|
|
$
|
80,100
|
|
Finished goods
|
56,850
|
|
|
84,633
|
|
|
$
|
146,317
|
|
|
$
|
164,733
|
|
8. Revolving
Credit Facility
On July 12, 2016, Cirrus Logic entered into an amended and restated credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto, for the purpose of refinancing an existing credit facility and providing ongoing working capital. The Credit Agreement provides for a
$300 million
senior secured revolving credit facility (the “Credit Facility”). The Credit Facility matures on July 12, 2021. The Credit Facility is required to be guaranteed by all of Cirrus Logic’s material domestic subsidiaries (the “Subsidiary Guarantors”). The Credit Facility is secured by substantially all of the assets of Cirrus Logic and any Subsidiary Guarantors, except for certain excluded assets.
Borrowings under the Credit Facility may, at our election, bear interest at either (a) a base rate plus the applicable margin (“Base Rate Loans”) or (b) a LIBOR rate plus the applicable margin (“LIBOR Rate Loans”). The applicable margin ranges from
0%
to
0.50%
per annum for Base Rate Loans and
1.25%
to
2.00%
per annum for LIBOR Rate Loans based on the Leverage Ratio (as defined below). A commitment fee accrues at a rate per annum ranging from
0.20%
to
0.30%
(based on the Leverage Ratio) on the average daily unused portion of the commitment of the lenders. The Credit Agreement contains certain financial covenants providing that (a) the ratio of consolidated funded indebtedness to consolidated EBITDA for the prior four fiscal quarters must not be greater than
3.00
to
1.00
(the “Leverage Ratio”) and (b) the ratio of consolidated EBITDA for the prior four consecutive fiscal quarters to consolidated fixed charges (including amounts paid in cash for consolidated interest expenses, capital expenditures, scheduled principal payments of indebtedness, and income taxes) for the prior four consecutive fiscal quarters must not be less than
1.25
to
1.00
as of the end of each fiscal quarter. The Credit Agreement also contains negative covenants limiting the Company’s or any Subsidiary’s ability to, among other things, incur debt, grant liens, make investments, effect certain fundamental changes, make certain asset dispositions, and make certain restricted payments.
As of
June 29, 2019
, the Company had
no
amounts outstanding under the Credit Facility and was in compliance with all covenants under the Credit Agreement.
9.
Leases
The Company has operating leases for corporate offices and certain office equipment. Our leases have remaining lease terms of
1 year
to
28 years
, some of which include options to extend the leases which are considered reasonably certain to be exercised. Our leases generally contain fixed rental payments, with additional variable payments linked to actual common area maintenance costs incurred by the landlord. These variable payments are therefore not included within the lease liability and ROU asset, but are recognized as an expense when incurred. As our leases typically do not provide an implicit rate, the Company determined the Incremental Borrowing Rate ("IBR") for each lease based on the information available at the commencement date, taking into consideration necessary adjustments for collateral, currency, and lease term. There are no residual value guarantees in any of our leases. No restrictions or covenants have been imposed on the Company as a result of the lease agreements in place.
The Company also leases a small portion of our office space to tenants under operating leases, receiving monthly rental payments. Payments are generally fixed, with variable payments linked to actual common area maintenance costs incurred. Total fixed lease payments to be received over the life of the lease are recognized on a straight-line basis over the lease term.
All of the Company’s leases have been classified as operating leases. Operating leases in excess of 12 months are recognized on the balance sheet, with future lease payments recognized as a liability, measured at present value, and the right-of-use asset recognized for the lease term. A single lease cost is recognized in the income statement over the lease term.
The components of operating lease expense were as follows (in thousands):
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 29,
|
|
|
2019
|
Operating lease - in excess of 12 months
|
|
$
|
3,463
|
|
Variable lease
|
|
1,096
|
|
Short-term lease
|
|
6
|
|
Total operating lease expense
|
|
$
|
4,565
|
|
Other information related to operating leases was as follows:
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 29,
|
|
|
2019
|
Cash paid for amounts included in the measurement of lease liabilities (in thousands)
|
|
|
Operating cash flows from operating leases
|
|
$
|
3,711
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands)
|
|
—
|
|
Weighted-average remaining lease term - operating leases (in years)
|
|
20.0
|
|
Weighted-average discount rate - operating leases
|
|
4
|
%
|
As of
June 29, 2019
, there are no leases that have not yet commenced which would create significant rights and obligations on the Company.
Future lease commitments under non-cancellable leases, including extension options reasonably anticipated to be exercised as of
June 29, 2019
, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
Operating Lease Expense
|
|
Operating Lease Income
|
2020
|
|
$
|
11,163
|
|
|
$
|
621
|
|
2021
|
|
14,366
|
|
|
1,322
|
|
2022
|
|
13,661
|
|
|
1,356
|
|
2023
|
|
12,831
|
|
|
535
|
|
2024
|
|
12,564
|
|
|
264
|
|
Thereafter
|
|
161,975
|
|
|
338
|
|
Total
|
|
$
|
226,560
|
|
|
$
|
4,436
|
|
Less imputed interest
|
|
(74,863
|
)
|
|
—
|
|
Total
|
|
$
|
151,697
|
|
|
$
|
4,436
|
|
Operating lease liabilities consisted of the following (in thousands):
|
|
|
|
|
|
|
|
June 29,
|
|
|
2019
|
Current lease liabilities
|
|
$
|
14,517
|
|
Non-current lease liabilities
|
|
137,180
|
|
Total operating lease liabilities
|
|
$
|
151,697
|
|
10.
Revenues
Disaggregation of revenue
We disaggregate revenue from contracts with customers based on the ship to location of the customer. The geographic regions that are reviewed are the United States and countries outside of the United States (primarily located in Asia).
Total net sales based on the disaggregation criteria described above are as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
June 29,
|
|
June 30,
|
|
2019
|
|
2018
|
Non-United States
|
$
|
234,042
|
|
|
$
|
245,622
|
|
United States
|
4,211
|
|
|
8,861
|
|
|
$
|
238,253
|
|
|
$
|
254,483
|
|
Performance obligations
The Company's single performance obligation, which is the delivery of promised goods to the customer. The promised goods are explicitly stated in the customer contract and are comprised of either a single type of good or a series of goods that are substantially the same, have the same pattern of transfer to the customer, and are neither capable of being distinct nor separable from the other promised goods in the contract. This performance obligation is satisfied upon transfer of control of the promised goods to the customer, as defined per the shipping terms within the customer's contract. The vast majority of the Company's contracts with customers have an original expected term length of one year or less. As allowed by ASC 606, the Company has not disclosed the value of any unsatisfied performance obligations related to these contracts.
The Company’s products primarily include a warranty period of
one
to
three years
. These warranties qualify as assurance-type warranties, as goods can be returned for product non-conformance and defect only. As such, these warranties are accounted for under ASC 460,
Guarantees
, and are not considered a separate performance obligation.
Contract balances
Payments are typically due within 30 to 60 days of invoicing and terms terms do not include a significant financing components or noncash consideration. There have been no material impairment losses on accounts receivable. There are no material contract assets or contract liabilities recorded on the consolidated condensed balance sheets.
Transaction price
The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods to the customer. Fixed pricing is the consideration that is agreed upon in the customer contract. Variable pricing includes rebates, rights of return, warranties, price protection and stock rotation. Rebates are granted as a customer account credit, based on agreed-upon sales thresholds. Rights of return and warranty costs are estimated using the "most likely amount" method by reviewing historical returns to determine the most likely customer return rate and applying materiality thresholds. Price protection includes price adjustments available to certain distributors based upon established book price and a stated adjustment period. Stock rotation is also available to certain distributors based on a stated maximum of prior billings.
The Company estimates all variable consideration at the most likely amount which it expects to be entitled. The estimate is based on current and historical information available to the Company, including recent sales activity and pricing. Variable consideration is only included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company defers all variable consideration that does not meet the revenue recognition criteria.
11.
Income Taxes
Our provision (benefit) for income taxes is based on estimated effective tax rates derived from an estimate of annual consolidated earnings (loss) before taxes, adjusted for nondeductible expenses, other permanent items and any applicable credits.
The following table presents the provision (benefit) for income taxes (in thousands) and the effective tax rates:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
June 29,
|
|
June 30,
|
|
2019
|
|
2018
|
Income (loss) before income taxes
|
$
|
6,051
|
|
|
$
|
(4,500
|
)
|
Provision (benefit) for income taxes
|
$
|
1,433
|
|
|
$
|
(228
|
)
|
Effective tax rate
|
23.7
|
%
|
|
5.1
|
%
|
Our income tax expense for the
first
quarter of fiscal year
2020
was
$1.4 million
compared to
$0.2 million
of income tax benefit for the
first
quarter of fiscal year
2019
, resulting in effective tax rates of
23.7%
and
5.1%
for the
first
quarter of fiscal year
2020
and
2019
, respectively. Our effective tax rate for the
first
quarter of fiscal year
2020
was higher than the federal statutory rate primarily due to interest accrued on unrecognized tax benefits recorded discretely in the quarter, partially offset by the effect of income earned in certain foreign jurisdictions that is taxed below the federal statutory rate. Our effective tax rate for the
first
quarter of fiscal year
2019
was lower than the federal statutory rate primarily due to the effect of income earned in certain foreign jurisdictions that is taxed below the federal statutory rate and the U.S. federal research and development tax credit.
The Company records unrecognized tax benefits for the estimated risk associated with tax positions taken on tax returns. At
June 29, 2019
, the Company had unrecognized tax benefits of
$40.0 million
, of which
$39.8 million
would impact the effective tax rate if recognized. The Company recorded a gross increase of
$0.3 million
to its current year unrecognized tax benefits in the
first
quarter of fiscal year
2020
. The Company believes it is reasonably possible that the gross unrecognized tax benefits could decrease by approximately
$3.0 million
in the next 12 months due to the lapse of the statute of limitations applicable to tax positions taken on a prior year tax return. The Company’s total unrecognized tax benefits are classified as “
Non-current income taxes"
in the consolidated condensed balance sheets.
The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of
June 29, 2019
, the balance of accrued interest and penalties, net of tax, was
$3.0 million
.
On July 27, 2015, the U.S. Tax Court issued an opinion in Altera Corp. et al. v. Commissioner which concluded that the regulations relating to the treatment of stock-based compensation expense in intercompany cost-sharing arrangements were invalid. In 2016 the U.S. Internal Revenue Service appealed the decision to the U.S. Court of Appeals for the Ninth Circuit (the “Ninth Circuit”). On July 24, 2018, the Ninth Circuit issued a decision that was subsequently withdrawn and a reconstituted panel has conferred on the appeal. On June 7, 2019, the Ninth Circuit reversed the decision of the U.S. Tax Court and upheld the cost-sharing regulations. The final resolution with respect to cost-sharing of stock-based compensation and the potential impact on the Company is unclear at this time. We will continue to monitor developments related to this decision and the potential impact of those developments on the Company's current and prior fiscal years.
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. Fiscal years 2016 through 2019 remain open to examination by the major taxing jurisdictions to which the Company is subject, although carry forward attributes that were generated in tax years prior to fiscal year 2016 may be adjusted upon examination by the tax authorities if they have been, or will be, used in a future period. The Company's United Kingdom subsidiaries are currently under audit for certain income tax matters related to fiscal years 2016 and 2017. The Company's fiscal year 2017 federal income tax return is under examination by the U.S. Internal Revenue Service. The Company believes it has accrued adequate reserves related to the matters under examination. The Company is not under an income tax audit in any other major taxing jurisdiction.
12.
Net Income (Loss) Per Share
Basic net income (loss) per share is based on the weighted effect of common shares issued and outstanding and is calculated by dividing net income (loss) by the basic weighted average shares outstanding during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares used in
the basic net income per share calculation, plus the equivalent number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares outstanding. These potentially dilutive items consist primarily of outstanding stock options and restricted stock units.
The following table details the calculation of basic and diluted earnings per share for the
three
months ended
June 29, 2019
and
June 30, 2018
(in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
June 29,
|
|
June 30,
|
|
2019
|
|
2018
|
Numerator:
|
|
|
|
Net income (loss)
|
$
|
4,618
|
|
|
$
|
(4,272
|
)
|
Denominator:
|
|
|
|
|
|
Weighted average shares outstanding
|
58,540
|
|
|
61,462
|
|
Effect of dilutive securities
|
1,718
|
|
|
—
|
|
Weighted average diluted shares
|
60,258
|
|
|
61,462
|
|
Basic earnings (loss) per share
|
$
|
0.08
|
|
|
$
|
(0.07
|
)
|
Diluted earnings (loss) per share
|
$
|
0.08
|
|
|
$
|
(0.07
|
)
|
The weighted outstanding shares excluded from our diluted calculation for the
three
months ended
June 29, 2019
, were
734 thousand
, as the shares were anti-dilutive. All potential shares of common stock are anti-dilutive in periods of net loss, and therefore excluded for the three months ended
June 30, 2018
.
13.
Legal Matters
From time to time, we are involved in legal proceedings concerning matters arising in connection with the conduct of our business activities. We regularly evaluate the status of legal proceedings in which we are involved in order to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have been incurred, and to determine if accruals are appropriate. We further evaluate each legal proceeding to assess whether an estimate of possible loss or range of loss can be made.
Based on current knowledge, management does not believe that there are any pending matters that could potentially have a material adverse effect on our business, financial condition, results of operations or cash flows. However, we are engaged in various legal actions in the normal course of business. There can be no assurances in light of the inherent uncertainties involved in any potential legal proceedings, some of which are beyond our control, and an adverse outcome in any legal proceeding could be material to our results of operations or cash flows for any particular reporting period.
14.
Stockholders’ Equity
Common Stock
The Company issued a net
0.1 million
and
0.1 million
shares of common stock during the
three
months ending
June 29, 2019
and
June 30, 2018
, respectively, pursuant to the Company's equity incentive plans.
Share Repurchase Program
Since inception, approximately
$200 million
of the Company’s common stock has been repurchased under the Company’s 2018
$200 million
share repurchase program. An immaterial amount remains available for repurchase under this plan as of
June 29, 2019
. During the
three
months ended
June 29, 2019
, the Company repurchased
0.9 million
shares of its common stock, for
$40.0 million
, at an average cost of
$45.04
per share. All of these shares were repurchased in the open market and were funded from existing cash. All shares of our common stock that were repurchased were retired as of
June 29, 2019
. In January 2019, the Board of Directors authorized repurchase of up to an additional
$200 million
of the Company's common stock.
No
shares have been repurchased under the new plan as of
June 29, 2019
.
15.
Segment Information
We determine our operating segments in accordance with FASB guidelines. Our Chief Executive Officer (“CEO”) has been identified as the chief operating decision maker under these guidelines.
The Company operates and tracks its results in
one
reportable segment, but reports revenue performance in
two
product lines, Portable and Non-Portable and Other. Our CEO receives and uses enterprise-wide financial information to assess financial performance and allocate resources, rather than detailed information at a product line level. Additionally, our product lines have similar characteristics and customers. They share support functions such as sales, public relations, supply chain management, various research and development and engineering support, in addition to the general and administrative functions of human resources, legal, finance and information technology. Therefore, there is no complete, discrete financial information maintained for these product lines.
Revenues from our product lines are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
June 29,
|
|
June 30,
|
|
2019
|
|
2018
|
Portable Products
|
$
|
202,938
|
|
|
$
|
212,260
|
|
Non-Portable and Other Products
|
35,315
|
|
|
42,223
|
|
|
$
|
238,253
|
|
|
$
|
254,483
|
|