NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The unaudited 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 27, 2021, included in our Annual Report on Form 10-K filed with the Commission on May 21, 2021. 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.
2. Recently Issued Accounting Pronouncements
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company adopted this ASU in the first quarter of fiscal year 2022, with no impact to the financial statements.
In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321) - Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force). This ASU clarifies the interaction of the accounting for equity securities and investments accounted for under the equity method of accounting, and the accounting for certain forward contracts and purchased options. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company adopted this ASU in the first quarter of fiscal year 2022, with no material impact to the financial statements.
In May 2020, the SEC adopted final rules that amend the financial statement requirements for significant business acquisitions and dispositions. Among other things, the rules modify the significance tests and improve the disclosure requirements for acquired or to be acquired businesses and related pro forma financial information, the periods those financial statements must cover, and the form and content of the pro forma financial information. The final rules were effective January 1, 2021. The Company has adopted the final rules and applied changes in conjunction with its previously-announced business acquisition described in Note 8 - Acquisition.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured at the acquisition date in accordance with Revenue from Contracts with Customers (Topic 606) as if the acquirer had originated the contracts. Prior to the issuance of this ASU, contract assets and liabilities were recognized at fair value on the acquisition date. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within that fiscal year, with early adoption permitted, and should be applied on a prospective basis. The Company is currently evaluating the impact of this guidance.
3. Marketable Securities
The Company’s investments 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 "Marketable securities", within the short-term or long-term classification, as appropriate.
The following table is a summary of available-for-sale securities at December 25, 2021 (in thousands):
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As of December 25, 2021
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
(Net Carrying
Amount)
|
Corporate debt securities
|
$
|
70,243
|
|
|
$
|
45
|
|
|
$
|
(499)
|
|
|
$
|
69,789
|
|
Non-U.S. government securities
|
509
|
|
|
—
|
|
|
(1)
|
|
|
508
|
|
U.S. Treasury securities
|
5,377
|
|
|
—
|
|
|
(35)
|
|
|
5,342
|
|
|
|
|
|
|
|
|
|
Agency discount notes
|
200
|
|
|
—
|
|
|
(2)
|
|
|
198
|
|
Total securities
|
$
|
76,329
|
|
|
$
|
45
|
|
|
$
|
(537)
|
|
|
$
|
75,837
|
|
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 losses of $0.5 million related to securities with total amortized costs of approximately $67.0 million at December 25, 2021. There were no securities that had been in a continuous unrealized loss position for more than 12 months as of December 25, 2021. 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. The Company records an allowance for credit loss when a decline in investment market value is due to credit-related factors. When evaluating an investment for 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 December 25, 2021, the Company does not consider any of its investments to be impaired.
The following table is a summary of available-for-sale securities at March 27, 2021 (in thousands):
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As of March 27, 2021
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
(Net Carrying
Amount)
|
Corporate debt securities
|
$
|
348,971
|
|
|
$
|
3,403
|
|
|
$
|
(313)
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|
|
$
|
352,061
|
|
Non-U.S. government securities
|
13,462
|
|
|
172
|
|
|
(1)
|
|
|
13,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency discount notes
|
2,759
|
|
|
4
|
|
|
(1)
|
|
|
2,762
|
|
Total securities
|
$
|
365,192
|
|
|
$
|
3,579
|
|
|
$
|
(315)
|
|
|
$
|
368,456
|
|
The Company's specifically identified gross unrealized losses of $0.3 million related to securities with total amortized costs of approximately $92.0 million at March 27, 2021. There were no securities that had been in a continuous unrealized loss position for more than 12 months as of March 27, 2021. As of March 27, 2021, the Company did not consider any of its investments to be impaired.
The cost and estimated fair value of available-for-sale securities by contractual maturities were as follows (in thousands):
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|
|
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|
|
|
|
|
|
December 25, 2021
|
|
March 27, 2021
|
|
Amortized
|
|
Estimated
|
|
Amortized
|
|
Estimated
|
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
Within 1 year
|
$
|
3,705
|
|
|
$
|
3,719
|
|
|
$
|
54,895
|
|
|
$
|
55,698
|
|
After 1 year
|
72,624
|
|
|
72,118
|
|
|
310,297
|
|
|
312,758
|
|
Total
|
$
|
76,329
|
|
|
$
|
75,837
|
|
|
$
|
365,192
|
|
|
$
|
368,456
|
|
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.
The Company's long-term revolving credit facility, described in Note 9, bears interest at a base rate plus applicable margin or LIBOR plus applicable margin. As of December 25, 2021, there are no amounts drawn under the credit facility and the fair value is zero.
As of December 25, 2021 and March 27, 2021, the Company has no material Level 3 assets or liabilities. There were no transfers between Level 1, Level 2, or Level 3 measurements for the three or nine months ended December 25, 2021.
The following summarizes the fair value of our financial instruments at December 25, 2021 (in thousands):
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Quoted Prices
in Active
Markets for
Identical
Assets
Level 1
|
|
Significant
Other
Observable
Inputs
Level 2
|
|
Significant
Unobservable
Inputs
Level 3
|
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Total
|
Assets:
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|
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|
|
Cash equivalents
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|
|
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|
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Money market funds
|
$
|
102,604
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|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
102,604
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|
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|
|
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|
|
|
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|
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|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
Corporate debt securities
|
$
|
—
|
|
|
$
|
69,789
|
|
|
$
|
—
|
|
|
$
|
69,789
|
|
Non-U.S. government securities
|
—
|
|
|
508
|
|
|
—
|
|
|
508
|
|
U.S. Treasury securities
|
5,342
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|
|
—
|
|
|
—
|
|
|
5,342
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|
|
|
|
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|
|
|
Agency discount notes
|
—
|
|
|
198
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|
|
—
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
$
|
5,342
|
|
|
$
|
70,495
|
|
|
$
|
—
|
|
|
$
|
75,837
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|
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|
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|
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|
The following summarizes the fair value of our financial instruments at March 27, 2021 (in thousands):
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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
|
$
|
405,819
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
405,819
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|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
Corporate debt securities
|
$
|
—
|
|
|
$
|
352,061
|
|
|
$
|
—
|
|
|
$
|
352,061
|
|
Non-U.S. government securities
|
—
|
|
|
13,633
|
|
|
—
|
|
|
13,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency discount notes
|
—
|
|
|
2,762
|
|
|
—
|
|
|
2,762
|
|
|
$
|
—
|
|
|
$
|
368,456
|
|
|
$
|
—
|
|
|
$
|
368,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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5. Derivative Financial Instruments
Foreign Currency Forward Contracts
The Company uses foreign currency forward contracts to reduce the earnings impact that exchange rate fluctuations have on non-functional currency 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-functional currency 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 December 25, 2021, the Company held one foreign currency forward contract denominated in British Pound Sterling with a notional value of $10.4 million. The fair value of this contract was not material as of December 25, 2021.
The before-tax effect of derivative instruments not designated as hedging instruments was as follows (in thousands):
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|
|
|
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|
|
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|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
|
|
December 25,
|
|
December 26,
|
|
December 25,
|
|
December 26,
|
|
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Location
|
Gain (loss) recognized in income:
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
$
|
(285)
|
|
|
$
|
984
|
|
|
$
|
(350)
|
|
|
$
|
2,903
|
|
|
Other income (expense)
|
6. Accounts Receivable, net
The following are the components of accounts receivable, net (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
December 25,
|
|
March 27,
|
|
2021
|
|
2021
|
Gross accounts receivable
|
$
|
326,131
|
|
|
$
|
108,712
|
|
Allowance for doubtful accounts
|
—
|
|
|
—
|
|
Accounts receivable, net
|
$
|
326,131
|
|
|
$
|
108,712
|
|
The significant increase in accounts receivable is due primarily to the volume and timing of shipments in the current fiscal quarter versus the fourth quarter of fiscal year 2021.
7. Inventories
Inventories are comprised of the following (in thousands):
|
|
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|
|
|
|
|
|
|
|
|
|
December 25,
|
|
March 27,
|
|
2021
|
|
2021
|
Work in process
|
$
|
95,518
|
|
|
$
|
92,073
|
|
Finished goods
|
53,007
|
|
|
81,190
|
|
|
$
|
148,525
|
|
|
$
|
173,263
|
|
8. Acquisition
On July 20, 2021, the Company completed the acquisition of Lion Semiconductor, Inc. ("Lion") (the "Acquisition"). Lion's switched-capacitor architectures deliver higher efficiency and better heat dissipation for the rapidly developing fast-charging market and are used today in numerous flagship and mid-tier smartphones. The Acquisition is expected to bring unique intellectual property and products for power applications in smartphones, laptops and other devices and accelerate growth of the Company’s high-performance mixed-signal product line.
As a result of acquiring 100% of the outstanding share capital of Lion, Lion became a wholly-owned subsidiary of the Company. This transaction is being accounted for as a business combination using the acquisition method of accounting. All of the acquired assets and liabilities of Lion have been recorded at their respective fair values as of the acquisition date. Transaction costs have been expensed as incurred.
At the acquisition date, total consideration transferred was approximately $280.5 million, inclusive of $4.9 million in cash acquired. During the third quarter of fiscal year 2022 an additional $1.2 million of consideration was paid related to contractual post-closing adjustment provisions. The remaining merger consideration of $31.0 million is subject to indemnity provisions as outlined in the merger agreement and is recorded as a liability as of December 25, 2021.
In addition, $25.4 million of the merger consideration relates to retention agreements with certain key employees that are subject to continued employment with the Company. The merger consideration subject to retention agreements is treated as compensation expense and is recognized over the retention period in "Research and development" expense in the consolidated condensed statements of income.
The excess of the purchase price over the net assets acquired is recorded as goodwill and is attributable primarily to expected growth in the scope of and market opportunities of the products and customer base of Lion. None of the goodwill is deductible for income tax purposes.
The following table presents the preliminary allocation of the purchase price at the date of acquisition (in thousands):
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|
|
|
|
|
|
|
|
|
|
July 20, 2021
|
Cash
|
|
$
|
4,924
|
|
Account receivable
|
|
6,725
|
|
Inventory
|
|
7,675
|
|
Manufacturing advances
|
|
8,502
|
|
Other current assets
|
|
321
|
|
Intangibles
|
|
162,960
|
|
Goodwill
|
|
150,265
|
|
Other non-current assets
|
|
453
|
|
Current liabilities
|
|
(2,927)
|
|
Deferred tax liabilities
|
|
(26,123)
|
|
Total purchase price
|
|
$
|
312,775
|
|
Preliminary estimates of the fair value of the assets acquired and the liabilities assumed are based on the information currently available. The Company is continuing to evaluate the underlying inputs and assumptions used in the valuations and related income tax impacts of the transaction. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of acquisition.
The components of the acquired intangible assets and related weighted average amortization periods are detailed below (in thousands):
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|
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|
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|
|
|
|
Amount
|
|
Weighted Average Amortization Period (years)
|
Developed Technology
|
|
$
|
144,390
|
|
|
7
|
Customer Relationships
|
|
18,570
|
|
|
5
|
Total
|
|
$
|
162,960
|
|
|
|
Developed technology represents the fair value of the intellectual property portfolio related to Lion's fast-charging products that are expected to contribute meaningful growth. Developed technology was valued using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the technology less charges representing the contribution of other assets to those cash flows. The economic useful life was determined based on the technology cycle, as well as the cash flows over the forecast period.
Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers. Customer relationships were valued using the with-and-without-method under the income approach. In the with-and-without method, the fair value was measured by the difference between the present values of the cash flows with and without the existing customers in place over the period of time necessary to reacquire the customers. The economic useful life was determined by evaluating many factors, including the useful life of comparable intangible assets, the length of time
remaining on the acquired contracts and the historical customer turnover rates.
Revenues attributable to the Lion business from the date of acquisition to December 25, 2021 were $30.9 million and are included in the consolidated condensed statements of income for the current period. Transaction costs in connection with the Acquisition were immaterial for the nine months ended December 25, 2021, and are included in "Selling, general and administrative" expense in the consolidated condensed statements of income. Pro forma information related to the Acquisition has not been presented because it would not be materially different from amounts reported.
9. Revolving Credit Facility
On July 8, 2021, the Company entered into a second amended and restated credit agreement (the “Second Amended Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Second Amended Credit Agreement provides for a $300 million senior secured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures on July 8, 2026 (the “Maturity Date”). The Revolving Credit Facility is required to be guaranteed by all of Cirrus Logic’s material domestic subsidiaries (the "Subsidiary Guarantors"). The Revolving Credit Facility is secured by substantially all the assets of Cirrus Logic and any Subsidiary Guarantors, except for certain excluded assets.
Borrowings under the Revolving Credit Facility may, at Cirrus Logic’s 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 0.75% per annum for Base Rate Loans and 1.00% to 1.75% per annum for LIBOR Rate Loans based on the ratio of consolidated funded indebtedness to consolidated EBITDA for the most recently ended period of four consecutive fiscal quarters (the “Consolidated Leverage Ratio”). The Second Amended Credit Agreement further provides a method for determining an alternative rate of interest if the LIBOR Rate is no longer available or upon the occurrence of certain other events. A Commitment Fee accrues at a rate per annum ranging from 0.175% to 0.275% (based on the Consolidated Leverage Ratio) on the average daily unused portion of the commitment of the lenders.
The Second Amended Credit Agreement contains customary affirmative covenants, including, among others, covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements, and compliance with applicable laws and regulations. Further, the Second Amended Credit Agreement contains customary negative covenants limiting the ability of Cirrus Logic or any Subsidiary to, among other things, incur debt, grant liens, make investments, effect certain fundamental changes, make certain asset dispositions, and make certain restricted payments. The
Revolving Credit Facility also contains certain financial covenants providing that (a) the ratio of consolidated funded indebtedness (minus up to $200 million of unrestricted cash and cash equivalents available on such date) to consolidated EBITDA for the prior four consecutive quarters must not be greater than 3.00 to 1.00 (the “Consolidated Net Leverage Ratio”) and (b) the ratio of consolidated EBITDA for the prior four consecutive quarters to consolidated interest expense paid or payable in cash for the prior four consecutive quarters must not be less than 3.00 to 1.00 (the “Consolidated Interest Coverage Ratio”).
As of December 25, 2021, the Company had no amounts outstanding under the Revolving Credit Facility and was in compliance with all covenants under the Second Amended Credit Agreement.
10. Revenues
Disaggregation of revenue
We disaggregate revenue from contracts with customers by product line and ship to location of the customer. During the fourth quarter of fiscal year 2021, we adjusted how we report product line revenue to better represent our business and strategic focus. Sales are designated in the respective product line categories of Audio and High-Performance Mixed-Signal.
Total net sales based on the product line disaggregation criteria described above are shown in the table below (in thousands). Prior periods were retrospectively adjusted to conform to the new product line categories.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
December 25,
|
|
December 26,
|
|
December 25,
|
|
December 26,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Audio Products
|
|
$
|
341,897
|
|
|
$
|
381,885
|
|
|
$
|
860,027
|
|
|
$
|
868,239
|
|
High-Performance Mixed-Signal Products
|
|
206,452
|
|
|
103,910
|
|
|
431,461
|
|
|
207,454
|
|
|
|
$
|
548,349
|
|
|
$
|
485,795
|
|
|
$
|
1,291,488
|
|
|
$
|
1,075,693
|
|
The geographic regions that are reviewed are China, the United States, and the rest of the world. Total net sales based on the geographic disaggregation criteria described are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
December 25,
|
|
December 26,
|
|
December 25,
|
|
December 26,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
China
|
$
|
384,254
|
|
|
$
|
371,990
|
|
|
$
|
855,772
|
|
|
$
|
823,301
|
|
United States
|
10,341
|
|
|
8,905
|
|
|
21,697
|
|
|
17,192
|
|
Rest of World
|
153,754
|
|
|
104,900
|
|
|
414,019
|
|
|
235,200
|
|
|
$
|
548,349
|
|
|
$
|
485,795
|
|
|
$
|
1,291,488
|
|
|
$
|
1,075,693
|
|
Performance obligations
The Company's single performance obligation 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 Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, the Company has not disclosed the value of any unsatisfied performance obligations related to these contracts.
The Company’s products typically 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 do not include 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 that it expects to be entitled to receive. The estimate is based on current and historical information, including recent sales activity and pricing, available to the Company. 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. Restructuring Costs
During the fourth quarter of fiscal year 2020, the Company approved a restructuring plan (the “MEMS Restructuring”), including discontinuing efforts relating to the microelectromechanical systems ("MEMS") microphone product line, which allowed the Company to concentrate resources on projects with an anticipated larger return on investment. The MEMS Restructuring was substantially complete as of the first quarter of fiscal year 2021 with a $0.4 million "Restructuring Costs" charge to the income statement. No additional restructuring charges have been incurred since the first quarter of fiscal year 2021.
12. Income Taxes
Our provision for income taxes is based on estimated effective tax rates derived from an estimate of annual consolidated earnings before taxes, adjusted for nondeductible expenses, other permanent items, and any applicable income tax credits.
The following table presents the provision for income taxes (in thousands) and the effective tax rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
December 25,
|
|
December 26,
|
|
December 25,
|
|
December 26,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Income before income taxes
|
$
|
144,009
|
|
|
$
|
130,649
|
|
|
$
|
260,721
|
|
|
$
|
217,326
|
|
Provision for income taxes
|
$
|
16,373
|
|
|
$
|
16,281
|
|
|
$
|
30,780
|
|
|
$
|
25,263
|
|
Effective tax rate
|
11.4
|
%
|
|
12.5
|
%
|
|
11.8
|
%
|
|
11.6
|
%
|
Our income tax expense was $16.4 million and $16.3 million for the third quarters of fiscal years 2022 and 2021, respectively, resulting in effective tax rates of 11.4% and 12.5%, respectively. Our income tax expense was $30.8 million and $25.3 million for the first nine months of fiscal years 2022 and 2021, respectively, resulting in effective tax rates of 11.8% and 11.6%, respectively. Our effective tax rates for the third quarter and first nine months of fiscal year 2022 were 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 excess tax benefits from stock-based compensation. Our effective tax rates for the third quarter and first nine months of fiscal year 2021 were 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 excess tax benefits from stock-based compensation. The effective tax rate for the first nine months of fiscal year 2021 was further impacted by the favorable remeasurement of previously unrecognized tax benefits recognized as a discrete item in the second quarter of fiscal year 2021.
The Company records unrecognized tax benefits for the estimated risk associated with tax positions taken on tax returns. At December 25, 2021, the Company had unrecognized tax benefits of $32.9 million, all of which would impact the effective tax rate if recognized. 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 December 25, 2021, the balance of accrued interest and penalties, net of tax, was $4.8 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 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. On February 10, 2020, Altera Corp. filed a Petition for a Writ of Certiorari with the Supreme Court of the United States, which was denied by the Supreme Court on June 22, 2020. Although the issue is now resolved in the Ninth Circuit, the Ninth Circuit's opinion is not binding in other circuits. The potential impact of this issue on the Company, which is not located within the jurisdiction of the Ninth Circuit, is unclear at this time. We will continue to monitor developments related to this issue 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 2017 through 2021 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 2017 may be adjusted upon examination by the tax authorities if they have been, or will be, used in a future period. The Company's federal income tax returns for fiscal years 2017, 2018, and 2019 are 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.
13. Net Income Per Share
Basic net income per share is based on the weighted effect of common shares issued and outstanding and is calculated by dividing net income by the basic weighted average shares outstanding during the period. Diluted net income per share is calculated by dividing net income 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 grants.
The following table details the calculation of basic and diluted earnings per share for the three and nine months ended December 25, 2021 and December 26, 2020 (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
December 25,
|
|
December 26,
|
|
December 25,
|
|
December 26,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Numerator:
|
|
|
|
|
|
|
|
Net income
|
$
|
127,636
|
|
|
$
|
114,368
|
|
|
$
|
229,941
|
|
|
$
|
192,063
|
|
Denominator:
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
57,178
|
|
|
58,024
|
|
|
57,374
|
|
|
58,176
|
|
Effect of dilutive securities
|
1,853
|
|
|
1,939
|
|
|
1,943
|
|
|
1,925
|
|
Weighted average diluted shares
|
59,031
|
|
|
59,963
|
|
|
59,317
|
|
|
60,101
|
|
Basic earnings per share
|
$
|
2.23
|
|
|
$
|
1.97
|
|
|
$
|
4.01
|
|
|
$
|
3.30
|
|
Diluted earnings per share
|
$
|
2.16
|
|
|
$
|
1.91
|
|
|
$
|
3.88
|
|
|
$
|
3.20
|
|
The weighted outstanding shares excluded from our diluted calculation for the three and nine months ended December 25, 2021 were 102 thousand and 97 thousand, respectively, as the shares were anti-dilutive. The weighted outstanding shares excluded from our diluted calculation for the three and nine months ended December 26, 2020, were 159 thousand and 350 thousand, respectively, as the shares were anti-dilutive.
14. Commitments and Contingencies
Capacity Reservation Agreement
On July 28, 2021, the Company entered into a Capacity Reservation and Wafer Supply Commitment Agreement (the “Capacity Reservation Agreement”) with GLOBALFOUNDRIES Singapore Pte. Ltd. (“GlobalFoundries”) to provide the Company a wafer capacity commitment and wafer pricing for Company products for calendar years 2022-2026 (the “Commitment Period”).
The Capacity Reservation Agreement requires GlobalFoundries to provide, and the Company to purchase, a defined number of wafers on a quarterly basis for the Commitment Period, subject to shortfall payments. In exchange for GlobalFoundries’ capacity commitment, the Company paid a $50 million non-refundable capacity reservation fee. This reservation fee is recorded in "Other current assets" and "Other assets" on the consolidated condensed balance sheets within the short-term or long-term classification, as appropriate, and amortized over the Commitment Period. In addition, the Company pre-paid GlobalFoundries $175 million for future wafer purchases, which will be credited back to the Company as a portion of the price of wafers purchased beginning in the third quarter of calendar year 2023. This prepayment is currently recorded in "Long-term prepaid wafers" on the consolidated condensed balance sheets. The Company currently estimates that it is obligated to purchase at least approximately $1.6 billion of wafers from GlobalFoundries under the Capacity Reservation Agreement.
In addition, the Capacity Reservation Agreement provides the Company an option to reserve a specified portion of the capacity commitment for wafers that include certain additional technology beginning in calendar year 2023. The Company exercised that option in the second quarter of fiscal year 2022, and GlobalFoundries agreed to provide up to a maximum portion of the wafers pursuant to the capacity commitment with this additional technology. In exchange for the capacity commitment with the additional technology, the Company paid an additional $10 million non-refundable fee and pre-paid an additional $20 million for future wafer purchases. These payments are recorded similarly to the description above.
Lease Agreement
The Company entered into a new 11-year lease in the third quarter of fiscal year 2022 for additional office space in Austin, Texas. As a result of this transaction, the Company recognized a liability of $44.6 million for future lease payments and a corresponding right to use asset. Lease liabilities and right-of-use assets are presented separately on the consolidated condensed balance sheets as of December 25, 2021.
15. 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.
16. Stockholders’ Equity
Common Stock
The Company issued a net 0.6 million and 0.8 million shares of common stock during the three and nine months ended December 25, 2021, pursuant to the Company's equity incentive plans. The Company issued a net 0.5 million and 0.7 million shares of common stock during the three and nine months ended December 26, 2020, pursuant to the Company's equity incentive plans.
Share Repurchase Program
In January 2021, the Board of Directors authorized the repurchase of an additional $350 million of the Company’s common stock. Since inception, approximately $82.5 million of the Company’s common stock has been repurchased under the 2021 share repurchase program, leaving approximately $267.5 million available for repurchase under this plan as of December 25, 2021. During the three months ended December 25, 2021, the Company repurchased 0.5 million shares of its common stock under the 2021 plan for $40.0 million, at an average cost of $79.87 per share. During the nine months ended December 25, 2021, the Company repurchased 1.2 million shares of its common stock under both the 2021 plan and the prior $200 million 2019 share repurchase program for $92.5 million, at an average cost of $78.95 per share. During the three months ended June 26, 2021, the Company completed share repurchases under the 2019 plan.
17. 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 in two product lines, Audio and High-Performance Mixed-Signal. 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. Revenue by product line is disclosed in Note 10 - Revenues.