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Organization and Summary of Significant Accounting Policies | 12 Months Ended
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Jun. 30, 2018
Accounting Policies [Abstract] |
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 a 53-week period ended June 30, 2018, and 52-week periods ended June 24, 2017 and June 25, 2016. For simplicity, the accompanying consolidated financial statements have been shown 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 non-current investments, which are included in non-current other assets in the consolidated balance sheets, consist of ARS investments and are reported at fair value, with unrealized gains and losses excluded from earnings and shown separately as a component of accumulated other comprehensive income within stockholders’ equity. We charge other-than-temporary declines in the fair value of a debt security to earnings if the decline is due to a credit loss or if we intend to or need to sell at a loss, resulting in the establishment of a new cost basis in the debt security. We charge other-than-temporary declines in the fair value of a debt security to other comprehensive income if the decline is due to a noncredit loss. We charge other-than-temporary declines in the fair value of an equity security to earnings. We include interest earned and accretion on securities in interest income. We determine realized gains and losses on the sale of securities using the specific identification method. Our cash equivalents and investments classified as available-for-sale securities as of the end of fiscal 2018 and 2017 were as follows (in millions):
|  | 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 |
|  | 2017 |
|  |  |  |  |  | Gross |  |  |  |  |
|  | Amortized |  |  | Unrealized |  |  | Fair |
|  | Cost |  |  | Gains |  |  | Value |
Reported as cash equivalents: |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 361.7 |  |  | $ | — |  |  | $ | 361.7 |
Reported as non-current assets: |  |  |  |  |  |  |  |  |  |  |  |
Auction rate securities |  |  | - |  |  |  | 1.5 |  |  |  | 1.5 |
Total available-for-sale securities |  | $ | 361.7 |  |  | $ | 1.5 |  |  | $ | 363.2 |
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 2018 and 2017 were as follows (in millions):
|  | 2018 |  |  | 2017 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market |  | $ | 275.2 |  |  | $ | — |  |  | $ | — |  |  | $ | 361.7 |  |  | $ | — |  |  | $ | — |
Auction rate securities |  |  | — |  |  |  | — |  |  |  | 1.5 |  |  |  | — |  |  |  | — |  |  |  | 1.5 |
Total available-for-sale securities |  | $ | 275.2 |  |  | $ | — |  |  | $ | 1.5 |  |  | $ | 361.7 |  |  | $ | — |  |  | $ | 1.5 |
In connection with the acquisition of Validity Sensors, Inc., or Validity, we entered into a contingent consideration arrangement. As of June 30, 2018, the balance of $8.7 million represents a contractual liability which is no longer subject to valuation as the carrying amount approximates the fair value. The balance represents amounts we have not paid and have retained, subject to resolution of matters related to the Amkor Technology legal dispute (see Legal Proceedings under Note 7 Commitments and Contingencies). Changes in fair value of our Level 3 financial assets for fiscal 2018 and 2017 were as follows (in millions):
|  | 2018 |  |  | 2017 |
Beginning balance |  | $ | 1.5 |  |  | $ | 8.6 |
Net unrealized loss |  |  | - |  |  |  | (1.5 | )
Impairment recovery on redeemed investments |  |  | - |  |  |  | 1.9 |
Redemptions |  |  | - |  |  |  | (7.5 | )
Ending balance |  | $ | 1.5 |  |  | $ | 1.5 |
There were no transfers in or out of our Level 1, 2 or 3 assets during fiscal 2018 or 2017. 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. Included within our investment portfolio are investments in ARS investments, which met our investment guidelines at the time of investment. Our ARS investments are currently not liquid as a result of continued auction failures. 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 2018 and 2017:
|  | 2018 |  |  | 2017 |
Customer A |  | 13% |  |  | 13% |
Customer B |  | 11% |  |  | 17% |
Customer C |  | 10% |  |  | 15% |
* | 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 extra lead time. In order to mitigate any adverse impacts from a disruption of supply, we strive to maintain an adequate supply of critical single-sourced components. Revenue Recognition We recognize revenue from product sales when there is persuasive evidence that an arrangement exists, delivery has occurred, and title has transferred, the price is fixed or determinable, and collection is reasonably assured. We accrue for estimated sales returns, incentives and other allowances at the time we recognize revenue. Our products contain embedded firmware and software, which together with, or consisting of, our ASIC chip, deliver the essential functionality of our products and, as such, software revenue recognition guidance is not applicable to our products. The majority of our sales to distributors are made under agreements that generally do not provide for price adjustments after purchase and revenue recognition and provide for only limited return rights under product warranty. Revenue on these sales is recognized in the same manner as sales to our non-distributor customers. Some of our sales are to distributors which have limited stock rotation rights, which allow them to rotate a small portion of product in their inventory a maximum of two times per year. When sales rebates, price allowances or stock rotations are applicable, they are estimated and recorded in the period the related revenue is recognized. 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 2018 and 2017 and consisted of the following (in millions):
|  | 2018 |  |  | 2017 |
Raw materials and work-in-progress |  | $ | 105.0 |  |  | $ | 94.7 |
Finished goods |  |  | 26.2 |  |  |  | 36.7 |
|  | $ | 131.2 |  |  | $ | 131.4 |
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. Our investment in OXi is included in non-current other assets on our consolidated balance sheet. 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 income. As of June 30, 2018, we did not have any related party transactions with 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, $0.7 million and $5.8 million in fiscal 2018, 2017, and 2016, respectively. Gains and losses resulting from foreign currency transactions are included in selling, general, and administrative expenses in the consolidated statements of income. We also enter into foreign currency contracts to manage exposure related to certain foreign currency obligations. The foreign currency contracts are not designated as hedging instruments and, accordingly, are not subject to hedge accounting. As of June 30, 2018 and 2017, we had no outstanding foreign currency forwards. In fiscal 2016 we recognized net realized gains of $4.8 million on foreign currency forward contracts, which are recorded in selling, general, and administrative expenses in the consolidated statements of income. 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 2018 and 2017 were as follows (in millions):
|  | 2018 |  |  | 2017 |
Beginning balance |  | $ | 206.8 |  |  | $ | 206.8 |
Acquisition activity |  |  | 157.3 |  |  |  | - |
Post acquisition adjustments |  |  | 8.7 |  |  |  | - |
Ending balance |  | $ | 372.8 |  |  | $ | 206.8 |
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. 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. We concluded that the fair value of the reporting units exceeded their carrying amount, therefore, there is no need for impairment. No goodwill impairment was recognized for fiscal 2018, 2017, and 2016. 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. During fiscal 2016, we recorded a $6.7 million impairment charge for an acquired intangible asset related to ThinTouch developed technology, which we determined is probable not to be recoverable, based on revenue forecasts. This intangible asset has been written down to zero. During fiscal 2018 and 2017, we did not have an impairment charge. Other Accrued Liabilities As of the end of fiscal 2018 and 2017, other accrued liabilities consisted of the following (in millions):
|  | 2018 |  |  | 2017 |
Customer obligations |  | $ | 26.4 |  |  | $ | 34.8 |
Inventory obligations |  |  | 28.8 |  |  |  | 41.8 |
Warranty |  |  | 5.5 |  |  |  | 4.4 |
Other |  |  | 19.0 |  |  |  | 20.8 |
|  | $ | 79.7 |  |  | $ | 101.8 |
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 is the chief executive officer who evaluates financial performance and allocates 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 expected life for our options was previously estimated based on historical trends since our initial public offering. In fiscal 2011, we began to grant options with a contractual life of seven years rather than 10 years, and we began using the simplified method to establish the expected life as we did not have any history of options with seven-year lives; after the first quarter of fiscal 2018 we ceased the granting of stock options. Our outstanding options have vesting periods of three or four years, depending on when they were granted, and we have continued to use 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. Further, in fiscal years prior to 2018, we estimated forfeitures for share-based awards that were not expected to vest (see Note 9 for further discussion on estimated forfeitures). We charge estimated fair value less estimated 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 option and deferred stock unit, or DSU, awards, three years for our market stock unit, or MSU, awards, three years for our performance stock units, or PSU, awards, and up to two years for 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, 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 the 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 consider the operating earnings of our foreign subsidiaries to be indefinitely invested outside the United States. Accordingly, no provision has been made for the state or foreign taxes that may result from future remittances of undistributed earnings of our foreign subsidiaries. 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.

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