NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Skyworks Solutions, Inc., together with its consolidated subsidiaries (“Skyworks” or the “Company”), is empowering the wireless
networking revolution. The Company’s highly innovative analog semiconductors are connecting people, places, and things,
spanning a number of new and previously unimagined applications within the automotive, broadband, cellular infrastructure,
connected home, industrial, medical, military, smartphone, tablet and wearable markets.
The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures, normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), have been condensed or omitted pursuant to those rules and regulations. However, in management’s opinion, the financial information reflects all adjustments, including those of a normal recurring nature, necessary to present fairly the results of operations, financial position, and cash flows of the Company for the periods presented. The results of operations, financial position, and cash flows for the Company during the interim periods are not necessarily indicative of those expected for the full year. This information should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016, filed with the SEC on November 22, 2016, as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January 30, 2017 (the “2016 10-K”).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, expenses, comprehensive income and accumulated other comprehensive loss that are reported in these unaudited consolidated financial statements and accompanying disclosures. The Company evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment. Significant judgment is required in determining the reserves for and fair value of items such as inventory, income taxes, share-based compensation, loss contingencies, subsequent events (which the Company has evaluated through the date of issuance of these unaudited consolidated financial statements), bad debt allowances, intangible assets associated with business combinations, and overall fair value assessments of assets and liabilities, particularly those classified as Level 2 or Level 3 in the fair value hierarchy. In addition, significant judgment is required in determining whether a potential indicator of impairment of long-lived assets exists and in estimating future cash flows for any necessary impairment tests. Actual results could differ significantly from these estimates.
The Company’s fiscal year ends on the Friday closest to September 30. Fiscal year 2017 consists of
52
weeks and ends on
September 29, 2017
. Fiscal year 2016 consisted of
52
weeks and ended on
September 30, 2016
. The
first
quarters of fiscal year 2017 and fiscal year 2016 each consisted of
13
weeks and ended on
December 30, 2016
, and
January 1, 2016
, respectively.
2. FAIR VALUE
The Company groups its financial assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
|
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities.
|
|
|
•
|
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data.
|
|
|
•
|
Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company.
|
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The Company measures certain assets and liabilities at fair value on a recurring basis such as its financial instruments and derivatives. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the
three months ended
December 30, 2016
.
During the three months ended December 30, 2016, the auction rate security that the Company carried as a Level 3 asset was redeemed at its par value. Upon receipt of the par value, the Company reversed the difference between the carrying value and par
value of this security that it had previously temporarily impaired from accumulated other comprehensive income. There was no gain or loss recognized in earnings as a result of this transaction.
Contingent consideration related to business combinations is recorded as a Level 3 liability because management uses significant judgments and unobservable inputs to determine the fair value. The Company reassesses the fair value of its contingent consideration liabilities on a quarterly basis and records any fair value adjustments to earnings in the period that they are determined. The increases in Level 3 liabilities during the three months ended December 30, 2016, relate to the fair value of the contingent consideration associated with a business combination completed during the period, as detailed in Note 10 to Item 1 of this quarterly report on Form 10-Q. The fair value of the contingent consideration was determined using a weighted average probability of the expected revenue to be generated from the business over a three-year period, with the contingent payments being made in each of the respective years. The decreases to the Level 3 liabilities in the changes to the fair value of Level 3 liabilities below during the three months ended December 30, 2016, relate to payments of contingent consideration liabilities for acquisitions made in prior periods.
Assets and liabilities recorded at fair value on a recurring basis consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 30, 2016
|
|
As of September 30, 2016
|
|
|
|
Fair Value Measurements
|
|
|
|
Fair Value Measurements
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
$
|
574.0
|
|
|
$
|
574.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
408.7
|
|
|
$
|
408.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Auction rate security
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
Total
|
$
|
574.0
|
|
|
$
|
574.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
411.0
|
|
|
$
|
408.7
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration liability recorded for business combinations
|
$
|
16.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.9
|
|
|
$
|
7.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.9
|
|
Total
|
$
|
16.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.9
|
|
|
$
|
7.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.9
|
|
The following table summarizes changes to the fair value of the Level 3 assets (in millions):
|
|
|
|
|
|
Auction rate security
|
Balance as of September 30, 2016
|
$
|
2.3
|
|
Decreases in Level 3 assets
|
(2.3
|
)
|
Balance as of December 30, 2016
|
$
|
—
|
|
The following table summarizes changes to the fair value of the Level 3 liabilities (in millions):
|
|
|
|
|
|
Contingent consideration
|
Balance as of September 30, 2016
|
$
|
7.9
|
|
Increases to Level 3 liabilities
|
10.7
|
|
Decreases to Level 3 liabilities
|
(1.7
|
)
|
Balance as of December 30, 2016
|
$
|
16.9
|
|
Assets Measured and Recorded at Fair Value on a Nonrecurring Basis
The Company’s non-financial assets and liabilities, such as goodwill, intangible assets, and other long-lived assets resulting from business combinations, are measured at fair value using income approach valuation methodologies at the date of acquisition and are subsequently re-measured if there are indicators of impairment. There were no indicators of impairment identified during the
three months ended
December 30, 2016
.
3. INVENTORY
Inventory consists of the following (in millions):
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 30,
2016
|
|
September 30,
2016
|
Raw materials
|
$
|
19.8
|
|
|
$
|
18.5
|
|
Work-in-process
|
257.8
|
|
|
255.5
|
|
Finished goods
|
135.5
|
|
|
140.4
|
|
Finished goods held on consignment by customers
|
9.7
|
|
|
9.6
|
|
Total inventory
|
$
|
422.8
|
|
|
$
|
424.0
|
|
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net consists of the following (in millions):
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 30,
2016
|
|
September 30,
2016
|
Land and improvements
|
$
|
11.6
|
|
|
$
|
11.6
|
|
Buildings and improvements
|
135.4
|
|
|
133.5
|
|
Furniture and fixtures
|
29.8
|
|
|
29.5
|
|
Machinery and equipment
|
1,548.4
|
|
|
1,533.3
|
|
Construction in progress
|
94.5
|
|
|
59.9
|
|
Total property, plant and equipment, gross
|
1,819.7
|
|
|
1,767.8
|
|
Accumulated depreciation
|
(1,018.2
|
)
|
|
(961.5
|
)
|
Total property, plant and equipment, net
|
$
|
801.5
|
|
|
$
|
806.3
|
|
5. GOODWILL AND INTANGIBLE ASSETS
The changes to the carrying amount of goodwill during the
three months ended
December 30, 2016
, are related to the business combination that closed during the period. For further information regarding this business combination see Note 10 to Item 1 of this quarterly report on Form 10-Q.
The Company tests its goodwill and non-amortizing trademarks for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if certain events occur indicating the carrying value of goodwill or non-amortizing trademarks may be impaired. There were no indicators of impairment noted during the
three months ended
December 30, 2016
.
Intangible assets consist of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
As of
|
|
Weighted
Average
Amortization
Period Remaining (Years)
|
December 30, 2016
|
|
September 30, 2016
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
Customer relationships
|
4.1
|
$
|
78.5
|
|
|
$
|
(59.8
|
)
|
|
$
|
18.7
|
|
|
$
|
78.5
|
|
|
$
|
(57.7
|
)
|
|
$
|
20.8
|
|
Developed technology and other
|
5.7
|
150.2
|
|
|
(95.6
|
)
|
|
54.6
|
|
|
133.8
|
|
|
(89.2
|
)
|
|
44.6
|
|
Trademarks
|
Indefinite
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
Total intangible assets
|
|
$
|
230.3
|
|
|
$
|
(155.4
|
)
|
|
$
|
74.9
|
|
|
$
|
213.9
|
|
|
$
|
(146.9
|
)
|
|
$
|
67.0
|
|
The increases in gross and net amounts of intangible assets are related to the business combination that closed during the period. For further information regarding this business combination see Note 10 to Item 1 of this quarterly report on Form 10-Q.
Annual amortization expense for the next five years related to intangible assets is expected to be as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
Amortization expense
|
$
|
18.4
|
|
|
$
|
14.3
|
|
|
$
|
12.6
|
|
|
$
|
10.7
|
|
|
$
|
8.5
|
|
|
$
|
8.8
|
|
6. INCOME TAXES
The provision for income taxes consists of the following components (in millions):
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
December 30,
2016
|
|
January 1,
2016
|
United States income taxes
|
$
|
56.5
|
|
|
$
|
53.8
|
|
Foreign income taxes
|
6.8
|
|
|
9.1
|
|
Provision for income taxes
|
$
|
63.3
|
|
|
$
|
62.9
|
|
|
|
|
|
Effective tax rate
|
19.7
|
%
|
|
15.0
|
%
|
The difference between the Company’s effective tax rate and the
35%
United States federal statutory rate for the
three months ended
December 30, 2016
, resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, the domestic production activities deduction, research and experimentation tax credits earned, and benefits from the settlement of a Canadian audit of the fiscal years 2010 and 2011 income tax returns, partially offset by an increase in the Company’s tax expense related to a change in the Company’s reserve for uncertain tax positions. Accrued taxes of
$32.2 million
and
$26.5 million
have been included in the other current liabilities line of the consolidated balance sheets as of December 30, 2016, and January 1, 2016, respectively.
During the three months ended
December 30, 2016
, the Company concluded a Canadian examination of its federal income tax returns for fiscal years 2010 and 2011. As a result, the Company decreased the reserve for uncertain tax positions which resulted in the recognition of an income tax benefit of
$1.2 million
in fiscal year 2017.
The difference between the Company’s effective tax rate and the
35%
United States federal statutory rate for the
three months ended
January 1, 2016
, resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, the domestic production activities deduction, research and experimentation tax credits earned, and benefits from the settlement of the Internal Revenue Service (“IRS”) audit of the fiscal years 2012 and 2013 income tax returns, partially offset by an increase in the Company’s tax expense related to a change in the Company’s reserve for uncertain tax positions.
During the three months ended January 1, 2016, the Company concluded an IRS examination of its federal income tax returns for fiscal years 2012 and 2013. The Company agreed to various adjustments to its fiscal year 2012 and 2013 tax returns that resulted in the recognition of tax expense of
$2.6 million
during the three months ended January 1, 2016. With the conclusion of the audit, the Company decreased the reserve for uncertain tax positions which resulted in the recognition of an income tax benefit of
$24.0 million
in fiscal year 2016.
In December 2015, the United States Congress enacted the Protecting Americans from Tax Hikes Act of 2015, extending numerous tax provisions that had expired. This legislation included a permanent extension of the federal research and experimentation tax credit. As a result of the enactment of this legislation,
$10.2 million
of federal research and experimentation tax credits that were earned in fiscal year 2015 reduced the Company’s tax expense and tax rate during the three months ended January 1, 2016.
7. COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, various lawsuits, claims and proceedings have been, and may in the future be, instituted or asserted against the Company, including those pertaining to patent infringement, intellectual property, environmental hazards, product liability and warranty, safety and health, employment and contractual matters.
The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights. From time to time, third parties have asserted and may in the future assert patent, copyright, trademark and other intellectual property rights to technologies that are important to the Company’s business and have demanded and may in the future demand that the Company license their technology. The outcome of any such litigation cannot be predicted with certainty and some such lawsuits, claims or proceedings may be disposed of unfavorably to the Company. Generally speaking, intellectual property disputes often have a risk of injunctive relief, which, if imposed against the Company, could materially and adversely affect the Company’s financial condition, or results of operations. From time to time the Company may also be involved in legal proceedings in the ordinary course of business.
The Company monitors the status of legal proceedings and other contingencies on an ongoing basis to ensure amounts are recognized and/or disclosed in its financial statements and footnotes. At the time of this filing, the Company recorded
$16.0 million
accrual for estimated loss contingencies, which is recorded in other current liabilities as of December 30, 2016. The Company does not believe that the possible range of loss is significantly different than the amount currently accrued. The Company also does not believe there are any additional pending legal proceedings that are reasonably possible to result in a material loss. The Company is engaged in various legal actions in the normal course of business and, while there can be no assurances, the Company believes the outcome of all pending litigation involving the Company will not have, individually or in the aggregate, a material adverse effect on its business.
Guarantees and Indemnifications
The Company has made no significant contractual guarantees for the benefit of third parties. However, the Company generally indemnifies its customers from third-party intellectual property infringement litigation claims related to its products and, on occasion, also provides other indemnities related to product sales. In connection with certain facility leases, the Company has indemnified its lessors for certain claims arising from the facility or the lease.
The Company indemnifies its directors and officers to the maximum extent permitted under the laws of the state of Delaware. The duration of the indemnities varies, and in many cases is indefinite. The indemnities to customers in connection with product sales generally are subject to limits based upon the amount of the related product sales and in many cases are subject to geographic and other restrictions. In certain instances, the Company’s indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities in the accompanying consolidated balance sheets and does not expect that such obligations will have a material adverse impact on its financial condition or results of operations.
8. STOCKHOLDERS’ EQUITY
Share Repurchase Program
On July 19, 2016, the Board of Directors approved a share repurchase program, pursuant to which the Company is authorized to repurchase up to
$400.0 million
of its common stock from time to time on the open market or in privately negotiated transactions, as permitted by securities laws and other legal requirements. During the three months ended
December 30, 2016
, the Company paid
$106.5 million
(including commissions) in connection with the repurchase of
1.4 million
shares of its common stock (paying an average price of
$76.05
per share). As of
December 30, 2016
,
$94.9 million
remained available under the existing share repurchase authorization.
On
January 17, 2017
, the Board of Directors approved a new share repurchase program, pursuant to which the Company is authorized to repurchase up to
$500.0 million
of its common stock from time to time prior to
January 17, 2019
, on the open market or in privately negotiated transactions, as permitted by securities laws and other legal requirements. This newly authorized share repurchase plan replaces in its entirety the aforementioned July 19, 2016, plan.
Dividends
On
January 19, 2017
, the Company announced that the Board of Directors had declared a cash dividend on its common stock of
$0.28
per share, payable on
February 23, 2017
, to the Company’s stockholders of record as of the close of business on
February 2, 2017
. During the three months ended
December 30, 2016
, the Company declared and paid a
$0.28
dividend per common share with a total charge to retained earnings of
$51.8 million
.
Share-based Compensation
The following table summarizes the share-based compensation expense by line item in the Statement of Operations (in millions):
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
December 30,
2016
|
|
January 1,
2016
|
Cost of sales
|
$
|
3.8
|
|
|
$
|
4.0
|
|
Research and development
|
8.3
|
|
|
9.6
|
|
Selling, general and administrative
|
9.5
|
|
|
9.7
|
|
Total share-based compensation
|
$
|
21.6
|
|
|
$
|
23.3
|
|
9. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts):
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
December 30,
2016
|
|
January 1,
2016
|
Net income
|
$
|
257.8
|
|
|
$
|
355.3
|
|
|
|
|
|
Weighted average shares outstanding – basic
|
184.8
|
|
|
190.4
|
|
Dilutive effect of equity based awards
|
2.5
|
|
|
4.3
|
|
Weighted average shares outstanding – diluted
|
187.3
|
|
|
194.7
|
|
|
|
|
|
Net income per share – basic
|
$
|
1.39
|
|
|
$
|
1.87
|
|
Net income per share – diluted
|
$
|
1.38
|
|
|
$
|
1.82
|
|
|
|
|
|
Anti-dilutive common stock equivalents
|
1.4
|
|
|
0.7
|
|
Basic earnings per share are calculated by dividing net income by the weighted average number of shares of the Company’s common stock outstanding during the period. The calculation of diluted earnings per share includes the dilutive effect of equity based awards that were outstanding during the
three months ended
December 30, 2016
, and
January 1, 2016
, using the treasury stock method. Certain of the Company’s outstanding share-based awards, noted in the table above, were excluded because they were anti-dilutive, but they could become dilutive in the future.
10. BUSINESS COMBINATION
During the three months ended December 30, 2016, the Company acquired a business for total net cash consideration of
$13.7 million
together with future contingent payments for a total aggregated fair value of
$24.8 million
, net of cash acquired. The future contingent consideration payments range from
zero
to
$20.0 million
and are based upon the achievement of specified revenue objectives that are payable up to three years from the anniversary of the acquisition, which at closing and at December 30, 2016, had an estimated fair value of
$10.7 million
. In allocating the total purchase consideration for this acquisition based on preliminary estimated fair values, the Company recorded
$16.4 million
of identifiable intangible assets and recognized
$7.2 million
of goodwill based on the preliminary fair value of the acquired net assets. Intangible assets acquired primarily consisted of developed technology with a weighted average useful life of
5.0 years
. Goodwill resulting from this acquisition is not expected to be tax deductible.
The fair value estimates for the assets acquired and liabilities assumed for the acquisition completed during the three months ended December 30, 2016, were based upon preliminary calculations and valuations, and the Company’s estimates and assumptions for this acquisition are subject to change as it obtains additional information during the measurement period (up to one year from the acquisition date).
Net revenue and net income from this acquisition has been included in the Consolidated Statements of Operations from the acquisition date through the end of the three months ended December 30, 2016, and the impact of the acquisition to the ongoing
operations on the Company’s net revenue and net income was not significant. The Company incurred immaterial transaction-related costs during the period ended December 30, 2016, which were included within selling, general and administrative expense.
11. RESTRUCTURING AND OTHER CHARGES
During the three months ended December 30, 2016, the Company implemented immaterial restructuring plans primarily related to redundancies associated with the acquisition made during the period and recorded
$0.6 million
related to employee severance. The Company anticipates making substantially all of the cash payments during the fiscal year, and does not expect any further contingencies related to the restructuring plan. Charges associated with the restructuring plan are categorized in the “Other restructuring programs” in the table below.
The following tables present a summary of the Company’s restructuring activity (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 30, 2016
|
|
Balance at September 30, 2016
|
|
Current Charges
|
|
Cash Payments
|
|
Other
|
|
Balance at December 30, 2016
|
FY16 restructuring programs
|
|
|
|
|
|
|
|
|
|
|
Employee severance costs
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Other restructuring programs
|
|
|
|
|
|
|
|
|
|
|
Employee severance costs, lease and other contractual obligations
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
Total
|
|
$
|
2.4
|
|
|
$
|
0.6
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
1.4
|
|