| Organization and Summary of Significant Accounting Policies | 1.
Organization and Summary of Significant Accounting Policies Organization and Basis of Presentation We are a leading worldwide developer and supplier of custom-designed human interface semiconductor product solutions that enable people to interact more easily and intuitively with a wide variety of mobile computing, communications, entertainment, and other electronic devices. We currently generate revenue from the markets for smartphones, tablets, personal computer, or PC, products, primarily notebook computers, Internet of Things, or IoT, which includes devices with voice, speech and video within smart homes, and other select electronic devices, including devices in automobiles, with our custom human interface solutions. Every solution we deliver either contains or consists of our touch-, display driver-, fingerprint authentication-based-, voice and speech-, or video-semiconductor solutions, which include our chip, customer-specific firmware, and software. Our original equipment manufacturer, or OEM, customers include many of the world’s largest OEMs for smartphones, most of the world’s largest PC OEMs, and many large OEMs for voice, speech and video products. The consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and include our financial statements and those of our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. Our fiscal year is the 52- or 53-week period ending on the last Saturday in June. The fiscal years presented in this report were 52-week periods ended June 29, 2019 and June 24, 2017 and a 53-week period ended June 30, 2018. For simplicity, the accompanying consolidated financial statements are labeled as ending on calendar year end dates as of and for all periods presented, unless otherwise indicated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue, allowance for doubtful accounts, cost of revenue, inventories, loss on purchase commitments, product warranty, accrued liabilities, share-based compensation costs, provision for income taxes, deferred income tax asset valuation allowances, uncertain tax positions, goodwill, intangible assets, investments, contingent consideration liability and loss contingencies. We base our estimates on historical experience, applicable laws and regulations, and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Cash Equivalents and Investments Cash equivalents consist of highly liquid investments with original maturities of three months or less. Our cash equivalents and investments classified as available-for-sale securities as of the end of fiscal 2019 and 2018 were as follows (in millions):
2019
Gross
Amortized
Unrealized
Fair
Cost
Gains
Value
Reported as cash equivalents:
Money market funds
$
313.7
$
—
$
313.7
Total available-for-sale securities
$
313.7
$
—
$
313.7
2018
Gross
Amortized
Unrealized
Fair
Cost
Gains
Value
Reported as cash equivalents:
Money market funds
$
275.2
$
—
$
275.2
Reported as non-current assets:
Auction rate securities
—
1.5
1.5
Total available-for-sale securities
$
275.2
$
1.5
$
276.7
Fair Value We measure certain financial assets and liabilities at fair value. When we measure fair value on either a recurring or nonrecurring basis, inputs used in valuation techniques are assigned a hierarchical level as follows:
•
Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets.
•
Level 2 inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
•
Level 3 inputs are unobservable inputs reflecting our assumptions, which are incorporated into valuation techniques and models used to determine fair value. The assumptions are consistent with market participant assumptions that are reasonably available. Financial assets measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the end of fiscal 2019 and 2018 were as follows (in millions):
2019
2018
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
Assets:
Money market
$
313.7
$
—
$
—
$
275.2
$
—
$
—
Auction rate securities
—
—
—
—
—
1.5
Total available-for-sale securities
$
313.7
$
—
$
—
$
275.2
$
—
$
1.5
Changes in fair value of our Level 3 financial assets for fiscal 2019 and 2018 were as follows (in millions):
2019
2018
Beginning balance
$
1.5
$
1.5
Redemptions
(1.5
)
—
Ending balance
$
—
$
1.5
There were no transfers in or out of our Level 1, 2 or 3 assets during fiscal 2019 or 2018. The fair values of our accounts receivable and accounts payable approximate their carrying values because of the short-term nature of those instruments. Intangible assets, property and equipment, and goodwill are measured at fair value on a non-recurring basis if impairment is indicated. The interest rate on our bank debt is variable, which is subject to change from time to time to reflect a market interest rate; accordingly, the carrying value of our bank debt approximates fair value. Concentration of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, investments, and accounts receivable. Our investment policy, which is predicated on capital preservation and liquidity, limits investments to U.S. government treasuries and agency issues, taxable securities, and municipal issued securities with a minimum rating of A1 (Moody’s) or P1 (Standard and Poor’s) or their equivalent. We sell our products to contract manufacturers that provide manufacturing services for OEMs, and to some OEMs directly. We extend credit based on an evaluation of a customer’s financial condition, and we generally do not require collateral. The following customers accounted for more than 10% of our accounts receivable balance as of the end of fiscal 2019 and 2018:
2019
2018
Customer A
25%
13%
Customer B
16%
*
Customer C
*
11%
Customer D
*
10%
*
Less than 10% Other Concentrations Our products include certain components that are currently single sourced. We believe other vendors would be able to provide similar components, however, the qualification of such vendors may require additional lead time. In order to mitigate any potential adverse impact from a supply disruption, we strive to maintain an adequate supply of critical single-sourced components. Revenue Recognition Change in Accounting Policy In May 2014, the Financial Accounting Standards Board, or FASB, issued an Accounting Standards Update, or ASU, on revenue from contracts with customers, ASU No. 2014-09, Revenue from Contracts with Customers, or the new revenue standard. The new revenue standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. We adopted the new revenue standard at the beginning of our fiscal 2019, using the modified retrospective method applied to all contracts not completed as of the adoption date. Results for reporting periods ending after our fiscal 2018 are presented under the new revenue standard, while prior reporting periods are not adjusted and continue to be reported in accordance with the previous revenue standard. Recognition of revenue has remained substantially unchanged under the new revenue standard as compared to the previous revenue standard. Accordingly, there was no adjustment to the fiscal 2019 opening retained earnings. However, due to the adoption of the new revenue standard, we reclassified certain amounts of incentive items to other accrued liabilities in our consolidated balance sheets as of June 30, 2019, and presented them as part of customer obligations, from the contra accounts receivable. Such information is as follows (in millions): Adjustments reflected in the consolidated balance sheets:
As of June 30, 2019
Pro forma as if
As reported under
previous standard
new standard
Adjustments
was in effect
Accounts receivable, net
$
230.0
$
(5.0
)
$
225.0
Inventories
158.7
0.9
159.6
Prepaid expenses and other current assets
14.6
(0.9
)
13.7
Total assets
1,409.8
(5.0
)
1,404.8
Other accrued liabilities
106.1
(5.0
)
101.1
Total liabilities and stockholders' equity
1,409.8
(5.0
)
1,404.8
Adjustments reflected in the consolidated statement of cash flows:
Twelve Months Ended June 30, 2019
Pro forma as if
As reported under
previous standard
new standard
Adjustments
was in effect
Cash flows from operating activities:
Accounts receivable, net
$
64.3
$
(0.2
)
$
64.1
Inventories
(27.5
)
(0.6
)
(28.1
)
Prepaid expenses and other current assets
3.6
0.6
4.2
Other accrued liabilities
20.5
0.2
20.7
Revenue from contracts with customers disaggregated by geographic area based on customer location and groups of similar products is presented in Note 12. Segment, Customers, and Geographical Information. Revenue Recognition Our revenue is primarily generated from the sale of ASIC chips, either directly to a customer or to a distributor. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. All of our revenue, except an inconsequential amount, is recognized at a point in time, either on shipment or delivery of the product, depending on customer terms and conditions. We generally warrant our products for a period of 12 months from the date of sale and estimate probable product warranty costs at the time we recognize revenue as the warranty is considered an assurance warranty and not a performance obligation. Non-product revenue is recognized over the same period of time such performance obligations are satisfied. We then select an appropriate method for measuring satisfaction of the performance obligations. Revenue from sales to distributors is recognized upon shipment of the product to the distributors (sell-in basis). Master sales agreements are in place with certain customers, and these agreements typically contain terms and conditions with respect to payment, delivery, warranty and supply. In the absence of a master sales agreement, we consider a customer's purchase order or our standard terms and conditions to be the contract with the customer. Our pricing terms are negotiated independently, on a stand-alone basis. In determining the transaction price, we evaluate whether the price is subject to refund or adjustment to determine the net consideration which we expect to receive for the sale of such products. In limited situations, we make sales to certain customers under arrangements where we grant stock rotation rights, price protection and price allowances; variable consideration associated with these rights is expected to be inconsequential. These adjustments and incentives are accounted for as variable consideration, classified as other current liabilities under the new revenue standard and are shown as customer obligations in other accrued liabilities on our consolidated balance sheets. We estimate the amount of variable consideration for such arrangements based on the expected value to be provided to customers, and we do not believe that there will be significant changes to our estimates of variable consideration. When incentives, stock rotation rights, price protection, volume discounts, or price allowances are applicable, they are estimated and recorded in the period the related revenue is recognized. Stock rotation reserves are based on historical return rates and recorded as a reduction to revenue with a corresponding reduction to cost of goods sold for the estimated cost of inventory that is expected to be returned and recorded as prepaid expenses and other current assets. In limited circumstances, we enter into volume-based tiered pricing arrangements and we estimate total unit volumes under such arrangement to determine the expected transaction price for the units expected to be transferred. Such arrangements are accounted for as contract liabilities within other accrued liabilities. Sales returns liabilities are recorded as refund liabilities within other accrued liabilities. Our accounts receivable balance is from contracts with customers and represents our unconditional right to receive consideration from customers. Payments are generally due within three months of completion of the performance obligation and subsequent invoicing and, therefore, do not include significant financing components. To date, there have been no material impairment losses on accounts receivable. There were no contract assets (i.e., unbilled accounts receivable, deferred commissions) recorded on the consolidated balance sheets in the periods presented. Contract liabilities and refund liabilities were $4.5 million and $47.5 million, respectively, as of June 30, 2019 and $1.1 million and $31.6 million, respectively, as of July 1, 2018, the beginning of fiscal 2019. Both contract liabilities and refund liabilities are presented as part of customer obligations in other accrued liabilities on our consolidated balance sheets. During fiscal 2019, we recognized $0.3 million in revenue related to contract liabilities outstanding as of the beginning of fiscal 2019. We invoice customers for each delivery upon shipment and recognize revenue in accordance with delivery terms. As of June 30, 2019, we did not have any remaining unsatisfied performance obligations with an original duration greater than one year. Accordingly, under the optional exception provided by the ASC, we do not disclose revenues allocated to future performance obligations of partially completed contracts. We have elected to account for shipping and handling costs as fulfillment costs before the customer obtains control of the goods. We continue to classify shipping and handling costs as a cost of revenue. We have elected to continue to account for collection of all taxes on a net basis. We incur commission expense that is incremental to obtaining contracts with customers. Sales commissions (which are recorded in the selling, general and administrative expense line item in the consolidated statements of operations) are expensed when the product is shipped because such commissions are owed after shipment. Revenue from contracts with customers disaggregated by geographic area based on customer location and groups of similar products is presented in Note 12 Segment, Customers, and Geographical Information. Advertising Costs Advertising costs, if any, are expensed when incurred. Allowance for Doubtful Accounts We maintain allowances for doubtful accounts for estimated losses resulting from the inability of customers to meet their financial obligations. On an ongoing basis, we evaluate the collectability of accounts receivable based on a combination of factors. In circumstances in which we are aware of a specific customer’s potential inability to meet its financial obligation, we record a specific reserve of the bad debt against amounts due. In addition, we make judgments and estimates on the collectability of accounts receivable based on our historical bad debt experience, customers’ creditworthiness, current economic trends, recent changes in customers’ payment trends, and deterioration in customers’ operating results or financial position. If circumstances change adversely, additional bad debt allowances may be required. For all periods presented, credit losses on our accounts receivable have been insignificant, and we believe that an adequate allowance for doubtful accounts has been provided. Cost of Revenue Our cost of revenue includes the cost of products shipped to our customers, which primarily includes the cost of products built to our specifications by our contract manufacturers, the cost of silicon wafers supplied by independent semiconductor wafer manufacturers, and the related assembly, package, and test costs of our products. Also included in our cost of revenue are personnel and related costs, including share-based compensation for quality assurance and manufacturing support personnel; logistics costs; depreciation of equipment supporting manufacturing; acquired intangibles amortization; fair value adjustments associated with acquired businesses; inventory write-downs and losses on purchase obligations; and warranty costs. Inventories Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value as of the end of fiscal 2019 and 2018 and consisted of the following (in millions):
2019
2018
Raw materials and work-in-progress
$
110.7
$
105.0
Finished goods
48.0
26.2
$
158.7
$
131.2
We record a write-down, if necessary, to reduce the carrying value of inventory to its net realizable value. The effect of these write-downs is to establish a new cost basis in the related inventory, which we do not subsequently write up. We also record a liability and charge to cost of revenue for estimated losses on inventory we are obligated to purchase from our contract manufacturers when such losses become probable from customer delays, order cancellations, or other factors. Property and Equipment We state property and equipment at cost less accumulated depreciation and amortization. We compute depreciation using the straight-line method over the estimated useful lives of the assets. We amortize leasehold improvements over the shorter of the lease term or the useful life of the asset. Other Assets In April 2017, we paid $18.4 million for a 14.4% interest in OXi Technology Ltd., or OXi. In April 2019, our investment ownership was reduced to 13.8% as a result of new investment in OXi. Our investment in OXi is included in non-current other assets on our consolidated balance sheets. We determined the equity method of accounting applies to our investment as we have significant influence over OXi’s operating and financial policies. We record our portion of OXi’s net income/(loss) on a one quarter lag due to the timing of the availability of OXi’s financial records. In addition, we amortize intangible assets that we recorded under the equity method of accounting, and such amortization as well as our portion of Oxi’s net income/(loss) is included in equity investment loss on our consolidated statements of operations. As of June 30, 2019, we did not have any material related party transactions with OXi. As our investment in OXi is not material in relation to our financial position or results of operations, we have not summarized information as to the assets, liabilities and results of operations of OXi. Foreign Currency The U.S. dollar is our functional and reporting currency. We remeasure our monetary assets and liabilities not denominated in the functional currency into U.S. dollar equivalents at the rate of exchange in effect on the balance sheet date. We measure and record non-monetary balance sheet accounts at the historical rate in effect at the date of transaction. We remeasure foreign currency expenses at the weighted average exchange rate in the month that the transaction occurred. These foreign currency transactions and remeasurement gains and losses, resulted in a net loss of $1.1 million, $1.1 million and $0.7 million in fiscal 2019, 2018, and 2017, respectively. Gains and losses resulting from foreign currency transactions are included in selling, general, and administrative expenses in the consolidated statements of operations. Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired. Changes in our goodwill balance for fiscal 2019 and 2018 were as follows (in millions):
2019
2018
Beginning balance
$
372.8
$
206.8
Acquisition activity
—
166.0
Ending balance
$
372.8
$
372.8
We have allocated our goodwill to two reporting units. We perform a qualitative assessment of the goodwill in the fourth quarter of each fiscal year, or earlier if there is a triggering event. In assessing the qualitative factors, we considered the impact of key factors including change in industry and competitive environment, market capitalization, stock price, gross margin and cash flow from operating activities. During our qualitative assessment in fiscal 2019, we determined there were triggering events which led us to performing a step 1 quantitative assessment. We concluded that the fair value of the reporting units exceeded their carrying amount by a significant amount, therefore, there is no need for impairment. No goodwill impairment was recognized for fiscal 2019, 2018, and 2017. Impairment of Long-Lived Assets We evaluate long-lived assets, such as property and equipment and intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We measure recoverability of assets to be held and used by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. We review the carrying value of indefinite-lived intangible assets for impairment at least annually during the last quarter of our fiscal year, or more frequently if we believe indicators of impairment exist. If the carrying amount of the asset exceeds its estimated undiscounted future cash flows, we recognize an impairment charge in an amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheets. No impairment of long-lived assets was recognized for fiscal 2019 , 2018 and 2017 . Other Accrued Liabilities As of the end of fiscal 2019 and 2018, other accrued liabilities consisted of the following (in millions):
2019
2018
Customer obligations
$
52.0
$
26.4
Inventory obligations
26.7
28.8
Warranty
4.0
5.5
Other
23.4
19.0
$
106.1
$
79.7
Retention Costs Retention costs reflect the cost associated with retention agreements entered into with key employees designed to ensure their continued commitment to the support and management of the operations of the company during the transition to new executive leadership. The retention period for employees covered under the retention program continues through November 2020. For the year ended June 30, 2019, the retention costs are broken down between cost of revenue ($0.1) million, research and development ($1.5) million and selling, general and administrative ($0.9) million. Segment Information We operate in one segment: the development, marketing, and sale of intuitive human interface solutions for electronic devices and products. The chief operating decision maker, or CODM, was the chief executive officer, or CEO, through mid-March and upon the departure of our CEO, our Board of Directors collectively became our CODM, on a temporary basis. Our CODMs evaluate financial performance and allocate resources using financial information reported on a company-wide basis. Share-Based Compensation We utilize the Black-Scholes option pricing model to estimate the grant date fair value of stock options granted to employees, which requires the input of highly subjective assumptions, including expected volatility and expected life. Historical and implied volatilities were used in estimating the fair value of our stock option awards. The contractual life of our outstanding options is seven years for options granted under our Amended and Restated 2010 Incentive Compensation Plan, or our 2010 Plan, or 10 years for options granted under our Amended and Restated 2001 Incentive Compensation Plan, or our 2001 Plan. Our outstanding options have vesting periods of three or four years, depending on when they were granted, and we used the simplified method to establish the expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. In fiscal years prior to 2018, we estimated forfeitures for share-based awards that were not expected to vest. See Note 9 Share-Based Compensation for further discussion on estimated forfeitures. No options were granted in fiscal 2019. We charge the estimated fair value less actual forfeitures to earnings on a straight-line basis over the vesting period of the entire underlying award, which is generally three to four years for our stock options and deferred stock units, or DSU, awards, three years for our market stock units, or MSU, awards, three years for our performance stock units, or PSU, awards, and up to two years for shares purchased under our employee stock purchase plan. We estimate the fair value of market-based MSUs at the date of grant using a Monte Carlo simulation model and amortize those fair values over the requisite service period, which is generally three years. The Monte Carlo simulation model that we use to estimate the fair value of market-based MSUs at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based MSUs at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria. We value PSUs using the aggregate intrinsic value on the date of grant and amortize the compensation expense over the three-year service period on a ratable basis, dependent upon the probability of meeting the performance measures. Income Taxes We account for income taxes under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize the effect of a change in tax rates in income on deferred tax assets and liabilities in the period that includes the enactment date. We establish valuation allowances when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized. We use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement with a taxing authority. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of highly complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our consolidated financial position, results of operations, and cash flows. We believe we have adequately provided for reasonably foreseeable outcomes in connection with the resolution of income tax uncertainties. However, our results have in the past, and could in the future, include favorable and unfavorable adjustments to our estimated tax liabilities in the period a determination of such estimated tax liability is made or resolved, upon the filing of an amended return, upon a change in facts, circumstances, or interpretation, or upon the expiration of a statute of limitation. Accordingly, our effective tax rate could fluctuate materially from period to period. Research and Development Research and development costs are expensed as incurred. |
