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DELAWARE
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77-0024818
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
þ
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Emerging growth company
☐
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(Do not check if a smaller reporting company)
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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▪
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most of our customers can stop incorporating our products into their own products with limited notice to us and suffer little or no penalty;
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▪
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our agreements with our customers typically do not require them to purchase a minimum quantity of our products;
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▪
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many of our customers have pre-existing or concurrent relationships with our current or potential competitors that may affect the customers’ decisions to purchase our products;
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▪
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many of our customers have sufficient resources to internally develop technology solutions and semiconductor components that could replace the products that we currently supply in our customers’ end products;
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▪
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our customers face intense competition from other manufacturers that do not use our products; and
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▪
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our customers regularly evaluate alternative sources of supply in order to diversify their supplier base, which increases their negotiating leverage with us and their ability to either obtain or dual source components from other suppliers.
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▪
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proper new product definition;
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▪
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timely completion of design and testing of new products;
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▪
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assisting our customers with integration of our components into their new products, including providing support from the concept stage through design, launch and production ramp;
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▪
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successfully developing and implementing the software necessary to integrate our products into our customers’ products;
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▪
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achievement of acceptable manufacturing yields;
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▪
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availability of wafer fabrication, assembly, and test capacity; and
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▪
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market acceptance of our products and the products of our customers.
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▪
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reduced margins;
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▪
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damage to our reputation;
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▪
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replacement costs for product warranty and support;
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▪
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payments to our customers related to recall claims, or the delivery of product replacements as part of a recall claim, as a result of various industry or business practices, contractual requirements, or in order to maintain good customer relationships;
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▪
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an adverse impact to our customer relationships by the occurrence of significant defects;
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▪
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a delay in recognition or loss of revenues, loss of market share, or failure to achieve market acceptance;
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▪
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writing off or reserving the value of inventory of such products; and
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▪
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a diversion of the attention of our engineering personnel from our product development efforts.
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▪
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a decline in demand for any of our more significant products;
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▪
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a decline in the average selling prices of our more significant products;
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▪
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failure of our products to achieve continued market acceptance;
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▪
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competitive products;
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▪
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new technological standards or changes to existing standards that we are unable to address with our products;
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▪
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manufacturing or supply issues that prevent us from meeting our customers’ demand for these products;
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▪
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a failure to release new products or enhanced versions of our existing products on a timely basis; and
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▪
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the failure of our new products to achieve market acceptance.
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▪
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insufficient capacity available to meet our demand;
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▪
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inadequate manufacturing yields and excessive costs;
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▪
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inability of these third parties to obtain an adequate supply of raw materials;
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▪
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difficulties selecting and integrating new subcontractors;
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▪
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limited warranties on products supplied to us;
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▪
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potential increases in prices; and
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▪
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increased exposure to potential misappropriation of our intellectual property.
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▪
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unexpected changes in government regulatory requirements;
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▪
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sales, VAT, or other indirect tax regulations and treaties and potential changes in regulations and treaties in the United States and in and between countries in which we manufacture or sell our products;
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▪
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changes to countries’ banking and credit requirements;
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▪
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changes in diplomatic and trade relationships;
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▪
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delays resulting from difficulties in obtaining export licenses for technology, particularly in China;
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▪
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any changes in U.S. trade policy, including potential adoption and expansion of trade restrictions, higher tariffs, or cross border taxation by the U.S. government involving other countries, particularly China, that might impact overall customer demand for our products or affect our ability to manufacture and/or sell our products overseas;
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▪
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tariffs and other barriers and restrictions, particularly in China;
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▪
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competition with non-U.S. companies or other domestic companies entering the non-U.S. markets in which we operate;
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▪
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longer sales and payment cycles;
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▪
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problems in collecting accounts receivable;
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▪
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changes to economic, social, or political conditions in countries such as China, where we have significant operations; and
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▪
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the burdens of complying with a variety of non-U.S. laws.
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▪
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difficulties in staffing and managing non-U.S. operations;
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▪
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failure in non-U.S. regions to adequately protect our intellectual property, patent, trademarks, copyrights, know-how, and other proprietary rights;
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▪
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global health conditions and potential natural disasters;
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▪
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political and economic instability in international regions;
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▪
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international currency controls and exchange rate fluctuations;
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vulnerability to terrorist groups targeting American interests abroad; and
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legal uncertainty regarding liability and compliance with non-U.S. laws and regulatory requirements.
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the volume and timing of orders received;
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▪
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changes in the mix of our products sold;
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▪
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market acceptance of our products and the products of our customers;
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excess or obsolete inventory;
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pricing pressures from competitors and key customers;
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our ability to introduce new products on a timely basis;
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the timing and extent of our research and development expenses;
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the failure to anticipate changing customer product requirements;
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▪
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disruption in the supply of wafers, assembly, or test services;
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reduction of manufacturing yields;
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▪
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certain production and other risks associated with using independent manufacturers, assembly houses, and testers; and
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▪
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product obsolescence, price erosion, competitive developments, and other competitive factors.
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the potential disruption of our ongoing business;
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unexpected costs or incurring unknown liabilities;
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▪
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the diversion of management resources from other strategic and operational issues;
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the inability to retain the employees of the acquired businesses;
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▪
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difficulties relating to integrating the operations and personnel of the acquired businesses;
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adverse effects on our existing customer relationships or the existing customer relationships of acquired businesses;
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the potential incompatibility of the acquired business or their business customers;
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adverse effects associated with entering into markets and acquiring technologies in areas in which we have little experience; and
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▪
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acquired intangible assets becoming impaired as a result of technological advancements or worse-than-expected performance of the acquired business.
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▪
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pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;
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▪
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incur additional indebtedness or issue certain preferred shares;
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make certain investments;
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sell certain assets;
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▪
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create liens;
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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
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▪
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enter into certain transactions with our affiliates.
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▪
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actual or anticipated fluctuations in our operating results;
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▪
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announcements concerning our business or those of our competitors, customers, or suppliers;
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loss of a significant customer, or customers;
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▪
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changes in financial estimates by securities analysts or our failure to perform as anticipated by the analysts;
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▪
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news, commentary, and rumors emanating from the media relating to our customers, the industry, or us. These reports may be unrelated to the actual operating performance of the Company, and in some cases, may be potentially misleading or incorrect;
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announcements regarding technological innovations or new products by us or our competitors;
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announcements by us of significant acquisitions, strategic partnerships, joint ventures, or capital commitments;
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announcements by us of significant divestitures or sale of certain assets or intellectual property;
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▪
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litigation arising out of a wide variety of matters, including, among others, employment matters and intellectual property matters;
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departure of key personnel;
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▪
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single significant stockholders selling for any reason;
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▪
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general conditions in the IC industry; and
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▪
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general market conditions and interest rates.
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▪
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the inability of stockholders to call a special meeting of stockholders;
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▪
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a prohibition on stockholder action by written consent; and
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▪
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a requirement that stockholders provide advance notice of any stockholder nominations of directors or any proposal of new business to be considered at any meeting of stockholders.
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▪
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the possibility of environmental contamination and the costs associated with correcting any environmental problems;
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▪
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adverse changes in the value of these properties, due to interest rate changes, changes in the neighborhood in which the property is located, or other factors; and
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▪
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the risk of financial loss in excess of amounts covered by insurance, or uninsured risks, such as the loss caused by damage to the buildings as a result of fire, floods, or other natural disasters.
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Design Centers
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Sales Support Offices – International
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Austin, Texas
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Hong Kong, China
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Mesa, Arizona
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Shanghai, China
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Salt Lake City, Utah
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Shenzhen, China
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Edinburgh, Scotland, United Kingdom
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Tokyo, Japan
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Newbury, England, United Kingdom
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Singapore
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London, England, United Kingdom
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Seoul, South Korea
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Melbourne, Australia
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Taipei, Taiwan
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Madrid, Spain
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Stockholm, Sweden
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High
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Low
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||||
Fiscal year ended March 31, 2018
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First quarter
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$
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71.97
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$
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58.62
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Second quarter
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66.87
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53.00
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Third quarter
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58.80
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48.61
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Fourth quarter
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55.13
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39.22
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Fiscal year ended March 25, 2017
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First quarter
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$
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40.98
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$
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31.00
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Second quarter
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58.08
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34.82
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Third quarter
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59.78
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49.05
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Fourth quarter
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64.16
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52.00
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Monthly Period
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Total Number of Shares Purchased
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Average Price Paid Per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
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||||||
December 31, 2017 -
January 27, 2018 |
—
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$
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—
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—
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$
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—
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January 28, 2018 -
February 24, 2018 |
1,427
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42.20
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1,427
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200,000
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February 25, 2018 -
March 31, 2018 |
—
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—
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—
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—
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Total
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1,427
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$
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42.20
|
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1,427
|
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$
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200,000
|
|
|
|
3/30/2013
|
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3/29/2014
|
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3/28/2015
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3/26/2016
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3/25/2017
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3/31/2018
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||||||
Cirrus Logic, Inc.
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100.00
|
|
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85.80
|
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146.33
|
|
|
151.52
|
|
|
264.00
|
|
|
178.59
|
|
S&P 500 Index
|
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100.00
|
|
|
120.89
|
|
|
136.89
|
|
|
138.16
|
|
|
162.49
|
|
|
186.75
|
|
S&P 500 Semiconductors Index
|
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100.00
|
|
|
128.69
|
|
|
162.88
|
|
|
164.09
|
|
|
226.59
|
|
|
312.94
|
|
(1)
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The graph assumes that $100 was invested in our common stock and in each index at the market close on March 30, 2013, and that all dividends were reinvested. No cash dividends were declared on our common stock during the periods presented.
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(2)
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Stockholder returns over the indicated period should not be considered indicative of future stockholder returns.
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Fiscal Years
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||||||||||||||||||
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2018
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2017
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2016
|
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2015
|
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2014
|
||||||||||
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(1)
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|
(1)
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|
(1)
|
|
|
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||||||||||
Net sales
|
|
$
|
1,532,186
|
|
|
$
|
1,538,940
|
|
|
$
|
1,169,251
|
|
|
$
|
916,568
|
|
|
$
|
714,338
|
|
Net income
|
|
161,995
|
|
|
261,209
|
|
|
123,630
|
|
|
55,178
|
|
|
108,111
|
|
|||||
Basic earnings per share
|
|
$
|
2.55
|
|
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$
|
4.12
|
|
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$
|
1.96
|
|
|
$
|
0.88
|
|
|
$
|
1.72
|
|
Diluted earnings per share
|
|
$
|
2.46
|
|
|
$
|
3.92
|
|
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$
|
1.87
|
|
|
$
|
0.85
|
|
|
$
|
1.65
|
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Financial position at year end:
|
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|
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||||||||||
Cash, cash equivalents, restricted investments and marketable securities
|
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$
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434,500
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$
|
450,979
|
|
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$
|
250,006
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|
|
$
|
260,719
|
|
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$
|
384,510
|
|
Total assets
|
|
1,430,117
|
|
|
1,413,470
|
|
|
1,181,883
|
|
|
1,148,778
|
|
|
724,744
|
|
|||||
Working capital
|
|
473,465
|
|
|
631,853
|
|
|
378,005
|
|
|
275,335
|
|
|
392,810
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|
|||||
Long-term liabilities
|
|
128,180
|
|
|
117,703
|
|
|
194,276
|
|
|
215,429
|
|
|
4,863
|
|
|||||
Total stockholders’ equity
|
|
$
|
1,161,728
|
|
|
$
|
1,151,692
|
|
|
$
|
859,483
|
|
|
$
|
756,771
|
|
|
$
|
637,358
|
|
(1)
|
Refer to the consolidated financial statements and the Notes thereto contained in Item 8 of this Form 10-K for fiscal years
2018
,
2017
, and
2016
, for an expanded discussion of factors that materially affect the comparability of the information reflected in the selected consolidated financial data presented above.
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▪
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We report income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the financial reporting basis and tax basis of assets and liabilities, which are measured using the enacted tax laws and tax rates that will be in effect when the differences are expected to reverse. We assess the likelihood that the deferred tax assets will be realized. A valuation allowance is established against deferred tax assets to the extent the Company believes that it is more likely than not that the deferred tax assets will not be realized, taking into consideration the level of historical taxable income and projections for future taxable income over the periods in which the temporary differences are deductible.
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▪
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We recognize revenue when all of the following criteria are met: persuasive evidence that an arrangement exists, delivery of goods has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Prior to the fourth quarter of fiscal year 2016, we had a number of arrangements with distributors whereby we deferred revenue at the time of shipment of our products to those distributors. As part of those arrangements, when a distributor resold those products to an end customer, the Company would credit the distributor the difference between (1) the original distributor price and the distributor’s agreed upon margin and (2) the final sales price to the end
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▪
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Inventories are recorded at the lower of cost or net realizable value, with cost being determined on a first-in, first-out basis. We write down inventories to net realizable value based on forecasted demand while taking into account product release schedules and product life cycles, which may drive management judgment. We also review and write down inventory, as appropriate, based on the age and condition of the inventory. Actual demand and market conditions may be different from those projected by management, which could have a material effect on our operating results and financial position. See Note 2 — Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements contained in Item 8.
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▪
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We evaluate the recoverability of property, plant, and equipment and intangible assets by testing for impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. An impairment loss is recognized in the event the carrying value of these assets exceeds the fair value of the applicable assets. Impairment evaluations involve management estimates of asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management, which could have a material effect on our operating results and financial position. See Note 6 — Intangibles, net and Goodwill of the Notes to Consolidated Financial Statements contained in Item 8.
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▪
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The Company evaluates goodwill and other intangible assets. Goodwill is recorded at the time of an acquisition and is calculated as the difference between the total consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. The Company tests goodwill and other intangible assets for impairment on an annual basis or more frequently if the Company believes indicators of impairment exist. Impairment evaluations involve management’s assessment of qualitative factors to determine whether it is more likely than not that goodwill and other intangible assets are impaired. If management concludes from its assessment of qualitative factors that it is more likely than not that impairment exists, then a quantitative impairment test will be performed involving management estimates of asset useful lives and future cash flows. Significant management judgment is required in the forecasts of future operating results that are used in these evaluations. If our actual results, or the plans and estimates used in future impairment analyses, are lower than the original estimates used to assess the recoverability of these assets, we could incur additional impairment charges in a future period. The Company has recorded no goodwill impairments in fiscal years
2018
,
2017
, and
2016
. There were no material intangible asset impairments in fiscal years
2018
,
2017
, and
2016
.
|
▪
|
We are subject to the possibility of loss contingencies for various legal matters. See Note 11 — Legal Matters of the Notes to Consolidated Financial Statements contained in Item 8
.
We regularly evaluate current information available to us to determine whether any accruals should be made based on the status of the case, the results of the discovery process and other factors. If we ultimately determine that an accrual should be made for a legal matter, this accrual could have a material effect on our operating results and financial position and the ultimate outcome may be materially different than our estimate.
|
|
|
Fiscal Years Ended
|
|||||||
|
|
March 31, 2018
|
|
March 25, 2017
|
|
March 26, 2016
|
|||
Net sales
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Gross margin
|
|
50
|
%
|
|
49
|
%
|
|
47
|
%
|
Research and development
|
|
24
|
%
|
|
20
|
%
|
|
23
|
%
|
Selling, general and administrative
|
|
9
|
%
|
|
8
|
%
|
|
10
|
%
|
Asset impairment
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Patent agreement and other
|
|
—
|
%
|
|
—
|
%
|
|
(1
|
)%
|
Income from operations
|
|
17
|
%
|
|
21
|
%
|
|
15
|
%
|
Interest income
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Interest expense
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Other expense
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Income before income taxes
|
|
17
|
%
|
|
21
|
%
|
|
15
|
%
|
Provision for income taxes
|
|
6
|
%
|
|
4
|
%
|
|
4
|
%
|
Net income
|
|
11
|
%
|
|
17
|
%
|
|
11
|
%
|
|
|
Fiscal Years Ended
|
||||||||||
|
|
March 31,
2018 |
|
March 25,
2017 |
|
March 26,
2016 |
||||||
Portable Audio Products
|
|
$
|
1,363,876
|
|
|
$
|
1,373,848
|
|
|
$
|
989,101
|
|
Non-Portable Audio and Other Products
|
|
168,310
|
|
|
165,092
|
|
|
180,150
|
|
|||
|
|
$
|
1,532,186
|
|
|
$
|
1,538,940
|
|
|
$
|
1,169,251
|
|
|
|
Payment due by period (in thousands)
|
||||||||||||||||||
|
|
< 1 year
|
|
1-3 years
|
|
3-5 years
|
|
> 5 years
|
|
Total
|
||||||||||
Facilities leases, net
|
|
$
|
13,074
|
|
|
$
|
26,105
|
|
|
$
|
23,838
|
|
|
$
|
43,215
|
|
|
$
|
106,232
|
|
Equipment and other commitments
|
|
151
|
|
|
290
|
|
|
266
|
|
|
363
|
|
|
1,070
|
|
|||||
Wafer purchase commitments
|
|
80,225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,225
|
|
|||||
Assembly purchase commitments
|
|
3,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,208
|
|
|||||
Outside test purchase commitments
|
|
11,534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,534
|
|
|||||
Other purchase commitments
|
|
31,894
|
|
|
27,765
|
|
|
—
|
|
|
—
|
|
|
59,659
|
|
|||||
Interest on revolving line of credit (1)
|
|
608
|
|
|
1,393
|
|
|
—
|
|
|
—
|
|
|
2,001
|
|
|||||
Total
|
|
$
|
140,694
|
|
|
$
|
55,553
|
|
|
$
|
24,104
|
|
|
$
|
43,578
|
|
|
$
|
263,929
|
|
(1)
|
Our debt is subject to a variable interest rate based on LIBOR. The interest included in the table above is based on forecasted commitment fees.
|
|
|
March 31,
2018 |
|
March 25,
2017 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
235,604
|
|
|
$
|
351,166
|
|
Marketable securities
|
|
26,397
|
|
|
99,813
|
|
||
Accounts receivable, net
|
|
100,801
|
|
|
119,974
|
|
||
Inventories
|
|
205,760
|
|
|
167,895
|
|
||
Prepaid assets
|
|
31,235
|
|
|
24,987
|
|
||
Other current assets
|
|
13,877
|
|
|
12,093
|
|
||
Total current assets
|
|
613,674
|
|
|
775,928
|
|
||
Long-term marketable securities
|
|
172,499
|
|
|
—
|
|
||
Property and equipment, net
|
|
191,154
|
|
|
168,139
|
|
||
Intangibles, net
|
|
111,547
|
|
|
135,188
|
|
||
Goodwill
|
|
288,718
|
|
|
286,767
|
|
||
Deferred tax assets
|
|
14,716
|
|
|
32,841
|
|
||
Other assets
|
|
37,809
|
|
|
14,607
|
|
||
Total assets
|
|
$
|
1,430,117
|
|
|
$
|
1,413,470
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
69,850
|
|
|
$
|
73,811
|
|
Accrued salaries and benefits
|
|
35,721
|
|
|
40,190
|
|
||
Software license agreements
|
|
21,981
|
|
|
14,990
|
|
||
Other accrued liabilities
|
|
12,657
|
|
|
15,084
|
|
||
Total current liabilities
|
|
140,209
|
|
|
144,075
|
|
||
Long-term liabilities:
|
|
|
|
|
||||
Debt
|
|
—
|
|
|
60,000
|
|
||
Software license agreements
|
|
27,765
|
|
|
3,146
|
|
||
Non-current income taxes
|
|
92,753
|
|
|
50,876
|
|
||
Other long-term liabilities
|
|
7,662
|
|
|
3,681
|
|
||
Total long-term liabilities
|
|
128,180
|
|
|
117,703
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, 5.0 million shares authorized but unissued
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 280,000 shares authorized, 61,960 shares and 64,295 shares issued and outstanding at March 31, 2018 and March 25, 2017, respectively
|
|
62
|
|
|
64
|
|
||
Additional paid-in capital
|
|
1,312,372
|
|
|
1,259,215
|
|
||
Accumulated deficit
|
|
(139,345
|
)
|
|
(107,014
|
)
|
||
Accumulated other comprehensive loss
|
|
(11,361
|
)
|
|
(573
|
)
|
||
Total stockholders’ equity
|
|
1,161,728
|
|
|
1,151,692
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,430,117
|
|
|
$
|
1,413,470
|
|
|
|
Fiscal Years Ended
|
||||||||||
|
|
March 31,
2018 |
|
March 25,
2017 |
|
March 26,
2016 |
||||||
Net sales
|
|
$
|
1,532,186
|
|
|
$
|
1,538,940
|
|
|
$
|
1,169,251
|
|
Cost of sales
|
|
771,470
|
|
|
781,125
|
|
|
614,411
|
|
|||
Gross profit
|
|
760,716
|
|
|
757,815
|
|
|
554,840
|
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Research and development
|
|
366,444
|
|
|
303,658
|
|
|
269,217
|
|
|||
Selling, general and administrative
|
|
131,811
|
|
|
127,265
|
|
|
117,082
|
|
|||
Asset impairment
|
|
—
|
|
|
9,842
|
|
|
—
|
|
|||
Patent agreement and other
|
|
—
|
|
|
—
|
|
|
(11,670
|
)
|
|||
Total operating expenses
|
|
498,255
|
|
|
440,765
|
|
|
374,629
|
|
|||
Income from operations
|
|
262,461
|
|
|
317,050
|
|
|
180,211
|
|
|||
Interest income
|
|
4,762
|
|
|
1,676
|
|
|
877
|
|
|||
Interest expense
|
|
(1,153
|
)
|
|
(3,600
|
)
|
|
(3,308
|
)
|
|||
Other expense
|
|
(971
|
)
|
|
(79
|
)
|
|
(1,791
|
)
|
|||
Income before income taxes
|
|
265,099
|
|
|
315,047
|
|
|
175,989
|
|
|||
Provision for income taxes
|
|
103,104
|
|
|
53,838
|
|
|
52,359
|
|
|||
Net income
|
|
161,995
|
|
|
261,209
|
|
|
123,630
|
|
|||
Basic earnings per share
|
|
$
|
2.55
|
|
|
$
|
4.12
|
|
|
$
|
1.96
|
|
Diluted earnings per share
|
|
$
|
2.46
|
|
|
$
|
3.92
|
|
|
$
|
1.87
|
|
Basic weighted average common shares outstanding
|
|
63,407
|
|
|
63,329
|
|
|
63,197
|
|
|||
Diluted weighted average common shares outstanding
|
|
65,951
|
|
|
66,561
|
|
|
65,993
|
|
|
|
Fiscal Years Ended
|
||||||||||
|
|
March 31,
2018 |
|
March 25,
2017 |
|
March 26,
2016 |
||||||
Net income
|
|
$
|
161,995
|
|
|
$
|
261,209
|
|
|
$
|
123,630
|
|
Other comprehensive income (loss), before tax
|
|
|
|
|
|
|
||||||
Foreign currency translation gain (loss)
|
|
2,791
|
|
|
(826
|
)
|
|
294
|
|
|||
Unrealized gain (loss) on marketable securities
|
|
(2,380
|
)
|
|
47
|
|
|
(24
|
)
|
|||
Actuarial gain (loss) on defined benefit pension plan
|
|
(14,729
|
)
|
|
(79
|
)
|
|
2,660
|
|
|||
Reclassification of actuarial (gain) loss to net income
|
|
—
|
|
|
(89
|
)
|
|
49
|
|
|||
Benefit (provision) for income taxes
|
|
3,530
|
|
|
42
|
|
|
(537
|
)
|
|||
Comprehensive income
|
|
$
|
151,207
|
|
|
$
|
260,304
|
|
|
$
|
126,072
|
|
|
|
Year Months Ended
|
||||||||||
|
|
March 31,
2018 |
|
March 25,
2017 |
|
March 26,
2016 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
161,995
|
|
|
$
|
261,209
|
|
|
$
|
123,630
|
|
Adjustments to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
81,399
|
|
|
63,433
|
|
|
58,060
|
|
|||
Stock compensation expense
|
|
48,741
|
|
|
39,593
|
|
|
33,506
|
|
|||
Deferred income taxes
|
|
11,646
|
|
|
10,885
|
|
|
23,202
|
|
|||
Loss on retirement or write-off of long-lived assets
|
|
626
|
|
|
10,387
|
|
|
2,753
|
|
|||
(Payments) charges for defined benefit pension plan
|
|
(10,929
|
)
|
|
116
|
|
|
729
|
|
|||
Excess tax benefit from employee stock awards
|
|
—
|
|
|
—
|
|
|
(3,850
|
)
|
|||
Other non-cash charges
|
|
(3,864
|
)
|
|
8,980
|
|
|
19,702
|
|
|||
Net change in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
19,173
|
|
|
(31,442
|
)
|
|
24,156
|
|
|||
Inventories
|
|
(37,865
|
)
|
|
(25,880
|
)
|
|
(57,819
|
)
|
|||
Other assets
|
|
16,824
|
|
|
575
|
|
|
(1,522
|
)
|
|||
Accounts payable
|
|
143
|
|
|
1,772
|
|
|
(41,456
|
)
|
|||
Accrued salaries and benefits
|
|
(4,469
|
)
|
|
18,951
|
|
|
(2,993
|
)
|
|||
Deferred income
|
|
—
|
|
|
—
|
|
|
(6,105
|
)
|
|||
Income taxes payable
|
|
22,983
|
|
|
10,969
|
|
|
(11,807
|
)
|
|||
Other accrued liabilities
|
|
12,308
|
|
|
203
|
|
|
(11,140
|
)
|
|||
Net cash provided by operating activities
|
|
318,711
|
|
|
369,751
|
|
|
149,046
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Maturities and sales of available-for-sale marketable securities
|
|
138,221
|
|
|
212,863
|
|
|
125,660
|
|
|||
Purchases of available-for-sale marketable securities
|
|
(238,434
|
)
|
|
(231,432
|
)
|
|
(22,570
|
)
|
|||
Purchases of property, equipment and software
|
|
(55,180
|
)
|
|
(41,849
|
)
|
|
(41,569
|
)
|
|||
Investments in technology
|
|
(29,323
|
)
|
|
(9,447
|
)
|
|
(4,519
|
)
|
|||
Acquisition of businesses, net of cash obtained
|
|
—
|
|
|
—
|
|
|
(36,759
|
)
|
|||
Net cash (used in) provided by investing activities
|
|
(184,716
|
)
|
|
(69,865
|
)
|
|
20,243
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Principal payments on long-term revolver
|
|
(60,000
|
)
|
|
(100,439
|
)
|
|
(20,000
|
)
|
|||
Debt issuance costs
|
|
—
|
|
|
(2,152
|
)
|
|
—
|
|
|||
Payments on capital lease agreements
|
|
—
|
|
|
(699
|
)
|
|
—
|
|
|||
Issuance of common stock, net of shares withheld for taxes
|
|
4,417
|
|
|
16,518
|
|
|
6,617
|
|
|||
Repurchase of stock to satisfy employee tax withholding obligations
|
|
(17,806
|
)
|
|
(14,089
|
)
|
|
(6,861
|
)
|
|||
Repurchase and retirement of common stock
|
|
(175,776
|
)
|
|
(15,439
|
)
|
|
(60,503
|
)
|
|||
Excess tax benefit from employee stock awards
|
|
—
|
|
|
—
|
|
|
3,850
|
|
|||
Contingent consideration payments
|
|
(392
|
)
|
|
(1,213
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
|
(249,557
|
)
|
|
(117,513
|
)
|
|
(76,897
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(115,562
|
)
|
|
182,373
|
|
|
92,392
|
|
|||
Cash and cash equivalents at beginning of period
|
|
351,166
|
|
|
168,793
|
|
|
76,401
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
235,604
|
|
|
$
|
351,166
|
|
|
$
|
168,793
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
||||||
Cash payments during the year for:
|
|
|
|
|
|
|
||||||
Income taxes
|
|
$
|
34,385
|
|
|
$
|
8,001
|
|
|
$
|
23,785
|
|
Interest
|
|
835
|
|
|
2,947
|
|
|
3,318
|
|
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Income / (Loss) |
|
Total
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, March 28, 2015
|
|
63,085
|
|
|
$
|
63
|
|
|
$
|
1,159,431
|
|
|
$
|
(400,613
|
)
|
|
$
|
(2,110
|
)
|
|
$
|
756,771
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123,630
|
|
|
—
|
|
|
123,630
|
|
|||||
Change in unrealized gain (loss) on marketable securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|||||
Change in defined benefit pension plan liability, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,163
|
|
|
2,163
|
|
|||||
Change in foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294
|
|
|
294
|
|
|||||
Issuance of stock under stock option plans and other, net of shares withheld for employee taxes
|
|
1,552
|
|
|
2
|
|
|
6,617
|
|
|
(6,861
|
)
|
|
—
|
|
|
(242
|
)
|
|||||
Repurchase and retirement of common stock
|
|
(2,007
|
)
|
|
(2
|
)
|
|
—
|
|
|
(60,501
|
)
|
|
—
|
|
|
(60,503
|
)
|
|||||
Amortization of deferred stock compensation
|
|
—
|
|
|
—
|
|
|
33,535
|
|
|
—
|
|
|
—
|
|
|
33,535
|
|
|||||
Excess tax benefit from employee stock awards
|
|
—
|
|
|
—
|
|
|
3,850
|
|
|
—
|
|
|
—
|
|
|
3,850
|
|
|||||
Balance, March 26, 2016
|
|
62,630
|
|
|
63
|
|
|
1,203,433
|
|
|
(344,345
|
)
|
|
332
|
|
|
859,483
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
261,209
|
|
|
—
|
|
|
261,209
|
|
|||||
Change in unrealized gain (loss) on marketable securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
31
|
|
|||||
Change in defined benefit pension plan liability, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
(110
|
)
|
|||||
Change in foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(826
|
)
|
|
(826
|
)
|
|||||
Issuance of stock under stock option plans and other, net of shares withheld for employee taxes
|
|
2,145
|
|
|
2
|
|
|
16,516
|
|
|
(14,089
|
)
|
|
—
|
|
|
2,429
|
|
|||||
Cumulative effect of adoption of ASU 2016-09
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,649
|
|
|
—
|
|
|
5,649
|
|
|||||
Repurchase and retirement of common stock
|
|
(480
|
)
|
|
(1
|
)
|
|
—
|
|
|
(15,438
|
)
|
|
—
|
|
|
(15,439
|
)
|
|||||
Amortization of deferred stock compensation
|
|
—
|
|
|
—
|
|
|
39,593
|
|
|
—
|
|
|
—
|
|
|
39,593
|
|
|||||
Excess tax benefit from employee stock awards
|
|
—
|
|
|
—
|
|
|
(327
|
)
|
|
—
|
|
|
—
|
|
|
(327
|
)
|
|||||
Balance, March 25, 2017
|
|
64,295
|
|
|
64
|
|
|
1,259,215
|
|
|
(107,014
|
)
|
|
(573
|
)
|
|
1,151,692
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161,995
|
|
|
—
|
|
|
161,995
|
|
|||||
Change in unrealized gain (loss) on marketable securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,630
|
)
|
|
(1,630
|
)
|
|||||
Change in defined benefit pension plan liability, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,949
|
)
|
|
(11,949
|
)
|
|||||
Change in foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,791
|
|
|
2,791
|
|
|||||
Issuance of stock under stock option plans and other, net of shares withheld for employee taxes
|
|
1,054
|
|
|
1
|
|
|
4,416
|
|
|
(17,806
|
)
|
|
—
|
|
|
(13,389
|
)
|
|||||
Cumulative effect of adoption of ASU 2016-16
|
|
—
|
|
|
—
|
|
|
|
|
|
(747
|
)
|
|
—
|
|
|
(747
|
)
|
|||||
Repurchase and retirement of common stock
|
|
(3,389
|
)
|
|
(3
|
)
|
|
—
|
|
|
(175,773
|
)
|
|
—
|
|
|
(175,776
|
)
|
|||||
Amortization of deferred stock compensation
|
|
—
|
|
|
—
|
|
|
48,741
|
|
|
—
|
|
|
—
|
|
|
48,741
|
|
|||||
Balance, March 31, 2018
|
|
61,960
|
|
|
$
|
62
|
|
|
$
|
1,312,372
|
|
|
$
|
(139,345
|
)
|
|
$
|
(11,361
|
)
|
|
$
|
1,161,728
|
|
|
March 31, 2018
|
|
March 25, 2017
|
||||
Work in process
|
$
|
97,138
|
|
|
$
|
83,332
|
|
Finished goods
|
108,622
|
|
|
84,563
|
|
||
|
$
|
205,760
|
|
|
$
|
167,895
|
|
|
March 31, 2018
|
|
March 25, 2017
|
||||
Land
|
$
|
26,379
|
|
|
$
|
26,379
|
|
Buildings
|
71,354
|
|
|
74,266
|
|
||
Furniture and fixtures
|
22,138
|
|
|
14,231
|
|
||
Leasehold improvements
|
35,569
|
|
|
4,355
|
|
||
Machinery and equipment
|
143,509
|
|
|
123,054
|
|
||
Capitalized software
|
25,949
|
|
|
24,839
|
|
||
Construction in progress
|
6,086
|
|
|
22,972
|
|
||
Total property, plant and equipment
|
330,984
|
|
|
290,096
|
|
||
Less: Accumulated depreciation and amortization
|
(139,830
|
)
|
|
(121,957
|
)
|
||
Property, plant and equipment, net
|
$
|
191,154
|
|
|
$
|
168,139
|
|
|
Fiscal Years Ended
|
||||||||||
|
March 31, 2018
|
|
March 25, 2017
|
|
March 26, 2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
161,995
|
|
|
$
|
261,209
|
|
|
$
|
123,630
|
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
63,407
|
|
|
63,329
|
|
|
63,197
|
|
|||
Effect of dilutive securities
|
2,544
|
|
|
3,232
|
|
|
2,796
|
|
|||
Weighted average diluted shares
|
65,951
|
|
|
66,561
|
|
|
65,993
|
|
|||
Basic earnings per share
|
$
|
2.55
|
|
|
$
|
4.12
|
|
|
$
|
1.96
|
|
Diluted earnings per share
|
$
|
2.46
|
|
|
$
|
3.92
|
|
|
$
|
1.87
|
|
As of March 31, 2018
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated Fair Value
(Net Carrying Amount)
|
||||||||
Corporate debt securities
|
$
|
185,636
|
|
|
$
|
4
|
|
|
$
|
(2,318
|
)
|
|
$
|
183,322
|
|
Non-US government securities
|
14,730
|
|
|
—
|
|
|
(111
|
)
|
|
14,619
|
|
||||
Certificates of deposit
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
||||
Agency discount notes
|
459
|
|
|
—
|
|
|
(4
|
)
|
|
455
|
|
||||
Total securities
|
$
|
201,325
|
|
|
$
|
4
|
|
|
$
|
(2,433
|
)
|
|
$
|
198,896
|
|
As of March 25, 2017
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated Fair Value
(Net Carrying Amount)
|
||||||||
Corporate debt securities
|
$
|
33,350
|
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
$
|
33,330
|
|
Commercial paper
|
66,518
|
|
|
—
|
|
|
(35
|
)
|
|
66,483
|
|
||||
Total securities
|
$
|
99,868
|
|
|
$
|
—
|
|
|
$
|
(55
|
)
|
|
$
|
99,813
|
|
|
March 31, 2018
|
|
March 25, 2017
|
||||||||||||
|
Amortized
Cost
|
|
Estimated
Fair Value
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||||||
Within 1 year
|
$
|
26,560
|
|
|
$
|
26,397
|
|
|
$
|
99,868
|
|
|
$
|
99,813
|
|
After 1 year
|
174,765
|
|
|
172,499
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
201,325
|
|
|
$
|
198,896
|
|
|
$
|
99,868
|
|
|
$
|
99,813
|
|
▪
|
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.
|
|
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
|
$
|
211,891
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
211,891
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
$
|
—
|
|
|
$
|
183,322
|
|
|
$
|
—
|
|
|
$
|
183,322
|
|
Non-US government securities
|
—
|
|
|
14,619
|
|
|
—
|
|
|
14,619
|
|
||||
Certificates of deposit
|
—
|
|
|
500
|
|
|
—
|
|
|
500
|
|
||||
Agency discount notes
|
—
|
|
|
455
|
|
|
—
|
|
|
455
|
|
||||
|
$
|
—
|
|
|
$
|
198,896
|
|
|
$
|
—
|
|
|
$
|
198,896
|
|
|
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
|
$
|
313,982
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
313,982
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
$
|
—
|
|
|
$
|
33,330
|
|
|
$
|
—
|
|
|
$
|
33,330
|
|
Commercial paper
|
—
|
|
|
66,483
|
|
|
—
|
|
|
66,483
|
|
||||
|
$
|
—
|
|
|
$
|
99,813
|
|
|
$
|
—
|
|
|
$
|
99,813
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Other accrued liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration — short-term
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,695
|
|
|
$
|
4,695
|
|
|
Maximum Value if
Milestones Achieved
(in thousands)
|
|
Estimated
Discount
Rate (%)
|
|
Fair Value
(in thousands)
|
||
Tranche A — 18 month earn out period
|
5,000
|
|
|
7.0
|
|
—
|
|
Tranche B — 30 month earn out period
|
5,000
|
|
|
7.7
|
|
—
|
|
|
|
Fiscal Year Ended
|
||||||
|
|
March 31, 2018
|
|
March 25, 2017
|
||||
|
|
(in thousands)
|
||||||
Beginning balance
|
|
$
|
4,695
|
|
|
$
|
9,068
|
|
Adjustment to estimates (research and development expense)
|
|
(4,328
|
)
|
|
(3,579
|
)
|
||
Payout of Tranche A contingent consideration
|
|
—
|
|
|
(1,213
|
)
|
||
Payout of Tranche B contingent consideration
|
|
(392
|
)
|
|
—
|
|
||
Fair value charge recognized in earnings (research and development expense)
|
|
25
|
|
|
419
|
|
||
Ending balance
|
|
$
|
—
|
|
|
$
|
4,695
|
|
|
|
March 31, 2018
|
|
March 25, 2017
|
||||
Gross accounts receivable
|
|
$
|
101,004
|
|
|
$
|
120,408
|
|
Allowance for doubtful accounts
|
|
(203
|
)
|
|
(434
|
)
|
||
Accounts receivable, net
|
|
$
|
100,801
|
|
|
$
|
119,974
|
|
Balance, March 28, 2015
|
$
|
(356
|
)
|
Bad debt expense, net of recoveries
|
(119
|
)
|
|
Balance, March 26, 2016
|
(475
|
)
|
|
Adjustment to bad debt
|
41
|
|
|
Balance, March 25, 2017
|
(434
|
)
|
|
Adjustment to bad debt
|
231
|
|
|
Balance, March 31, 2018
|
$
|
(203
|
)
|
|
|
March 31, 2018
|
|
March 25, 2017
|
||||||||||||
Intangible Category / Weighted-Average Amortization
period (in years)
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
||||||||
Core technology (a)
|
|
$
|
1,390
|
|
|
$
|
(1,390
|
)
|
|
$
|
1,390
|
|
|
$
|
(1,390
|
)
|
License agreement (a)
|
|
440
|
|
|
(440
|
)
|
|
440
|
|
|
(440
|
)
|
||||
Existing technology (6.1)
|
|
117,976
|
|
|
(75,048
|
)
|
|
117,975
|
|
|
(53,960
|
)
|
||||
In-process research & development (“IPR&D”) (5.8)
|
|
97,972
|
|
|
(49,556
|
)
|
|
72,750
|
|
|
(24,245
|
)
|
||||
Trademarks and tradename (10.0)
|
|
3,037
|
|
|
(2,333
|
)
|
|
3,037
|
|
|
(2,208
|
)
|
||||
Customer relationships (10.0)
|
|
15,381
|
|
|
(5,732
|
)
|
|
15,381
|
|
|
(4,191
|
)
|
||||
Backlog (a)
|
|
220
|
|
|
(220
|
)
|
|
220
|
|
|
(220
|
)
|
||||
Non-compete agreements (a)
|
|
470
|
|
|
(470
|
)
|
|
470
|
|
|
(470
|
)
|
||||
Technology licenses (3.0)
|
|
28,063
|
|
|
(18,213
|
)
|
|
24,540
|
|
|
(13,891
|
)
|
||||
Total
|
|
$
|
264,949
|
|
|
$
|
(153,402
|
)
|
|
$
|
236,203
|
|
|
$
|
(101,015
|
)
|
(a)
|
Intangible assets are fully amortized.
|
For the year ended March 30, 2019
|
$
|
46,867
|
|
For the year ended March 28, 2020
|
$
|
27,540
|
|
For the year ended March 27, 2021
|
$
|
16,094
|
|
For the year ended March 26, 2022
|
$
|
12,145
|
|
For the year ended March 25, 2023
|
$
|
6,663
|
|
Thereafter
|
$
|
2,238
|
|
|
|
March 31,
2018 |
|
March 25,
2017 |
||||
Change in benefit obligation:
|
|
|
|
|
||||
Beginning balance
|
|
$
|
21,123
|
|
|
$
|
23,968
|
|
Interest cost
|
|
651
|
|
|
759
|
|
||
Plan settlements
|
|
—
|
|
|
(4,517
|
)
|
||
Benefits paid and expenses
|
|
(312
|
)
|
|
(264
|
)
|
||
Change in foreign currency exchange rate
|
|
2,869
|
|
|
(2,763
|
)
|
||
Actuarial (gain) / loss
|
|
16,270
|
|
|
3,940
|
|
||
Total benefit obligation ending balance
|
|
40,601
|
|
|
21,123
|
|
||
Change in plan assets:
|
|
|
|
|
||||
Beginning balance
|
|
22,143
|
|
|
25,688
|
|
||
Actual return on plan assets
|
|
2,700
|
|
|
3,933
|
|
||
Employer contributions
|
|
12,877
|
|
|
990
|
|
||
Plan settlements
|
|
—
|
|
|
(5,243
|
)
|
||
Change in foreign currency exchange rate
|
|
3,193
|
|
|
(2,961
|
)
|
||
Benefits paid and expenses
|
|
(312
|
)
|
|
(264
|
)
|
||
Fair value of plan assets ending balance
|
|
40,601
|
|
|
22,143
|
|
||
Funded status of Scheme at end of year
|
|
$
|
—
|
|
|
$
|
1,020
|
|
|
|
Fiscal Years Ended
|
||||||||||
|
|
March 31,
2018 |
|
March 25,
2017 |
|
March 26,
2016 |
||||||
Expenses
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Interest cost
|
|
651
|
|
|
759
|
|
|
821
|
|
|||
Expected return on plan assets
|
|
(1,159
|
)
|
|
(1,126
|
)
|
|
(1,212
|
)
|
|||
Settlement (gain) loss
|
|
—
|
|
|
1,063
|
|
|
—
|
|
|||
Amortization of actuarial (gain) loss
|
|
—
|
|
|
(89
|
)
|
|
49
|
|
|||
|
|
$
|
(508
|
)
|
|
$
|
607
|
|
|
$
|
(327
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate
|
|
2.70
|
%
|
|
3.60
|
%
|
|
3.20
|
%
|
Expected long-term return on plan assets
|
|
4.23
|
%
|
|
4.93
|
%
|
|
4.65
|
%
|
|
|
Quoted Prices
in Active Markets for Identical Assets Level 1 |
|
Significant
Other Observable Inputs Level 2 |
|
Significant
Unobservable Inputs Level 3 |
|
Total
|
||||||||
Plan Assets:
|
|
|
|
|
|
|
|
|
||||||||
Insurance contracts
|
|
$
|
—
|
|
|
$
|
40,601
|
|
|
$
|
—
|
|
|
$
|
40,601
|
|
|
|
Quoted Prices
in Active Markets for Identical Assets Level 1 |
|
Significant
Other Observable Inputs Level 2 |
|
Significant
Unobservable Inputs Level 3 |
|
Total
|
||||||||
Plan Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
160
|
|
Pension funds
|
|
—
|
|
|
21,983
|
|
|
—
|
|
|
21,983
|
|
||||
|
|
$
|
160
|
|
|
$
|
21,983
|
|
|
$
|
—
|
|
|
$
|
22,143
|
|
|
Fiscal Year
|
||
|
2018
|
||
Net actuarial loss
|
$
|
(14,729
|
)
|
Accumulated other comprehensive loss, before tax
|
$
|
(14,729
|
)
|
|
Shares
|
|
|
Available for
|
|
|
Grant
|
|
Balance, March 28, 2015
|
3,896
|
|
Shares added
|
4,900
|
|
Granted
|
(2,676
|
)
|
Forfeited
|
167
|
|
Balance, March 26, 2016
|
6,287
|
|
Shares added
|
—
|
|
Granted
|
(1,719
|
)
|
Forfeited
|
124
|
|
Balance, March 25, 2017
|
4,692
|
|
Shares added
|
—
|
|
Granted
|
(1,755
|
)
|
Forfeited
|
128
|
|
Balance, March 31, 2018
|
3,065
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of sales
|
|
$
|
1,474
|
|
|
$
|
1,071
|
|
|
$
|
1,145
|
|
Research and development
|
|
26,137
|
|
|
21,186
|
|
|
17,173
|
|
|||
Sales, general and administrative
|
|
21,130
|
|
|
17,336
|
|
|
15,188
|
|
|||
Effect on pre-tax income
|
|
48,741
|
|
|
39,593
|
|
|
33,506
|
|
|||
Income Tax Benefit
|
|
(5,953
|
)
|
|
(12,482
|
)
|
|
(10,306
|
)
|
|||
Total share-based compensation expense (net of taxes)
|
|
42,788
|
|
|
27,111
|
|
|
23,200
|
|
|||
Share-based compensation effects on basic earnings per share
|
|
$
|
0.67
|
|
|
$
|
0.43
|
|
|
$
|
0.37
|
|
Share-based compensation effects on diluted earnings per share
|
|
0.65
|
|
|
0.41
|
|
|
0.35
|
|
|
|
March 31, 2018
|
|
March 25, 2017
|
|
March 26, 2016
|
||
Expected stock price volatility
|
|
37.36
|
%
|
|
47.66
|
%
|
|
40.13 - 45.07%
|
Risk-free interest rate
|
|
1.67
|
%
|
|
1.13
|
%
|
|
0.94 - 1.05%
|
Expected term (in years)
|
|
3.03
|
|
|
2.79
|
|
|
2.72 - 2.97
|
|
|
Outstanding Options
|
|||||
|
|
Number
|
|
Weighted
Average Exercise Price |
|||
Balance, March 28, 2015
|
|
3,333
|
|
|
$
|
14.31
|
|
Options granted
|
|
387
|
|
|
31.39
|
|
|
Options exercised
|
|
(773
|
)
|
|
8.46
|
|
|
Options forfeited
|
|
—
|
|
|
—
|
|
|
Options expired
|
|
(22
|
)
|
|
35.41
|
|
|
Balance, March 26, 2016
|
|
2,925
|
|
|
$
|
17.96
|
|
Options granted
|
|
215
|
|
|
54.65
|
|
|
Options exercised
|
|
(1,382
|
)
|
|
11.87
|
|
|
Options forfeited
|
|
—
|
|
|
—
|
|
|
Options expired
|
|
—
|
|
|
—
|
|
|
Balance, March 25, 2017
|
|
1,758
|
|
|
$
|
27.25
|
|
Options granted
|
|
216
|
|
|
55.72
|
|
|
Options exercised
|
|
(234
|
)
|
|
18.84
|
|
|
Options forfeited
|
|
—
|
|
|
—
|
|
|
Options expired
|
|
—
|
|
|
—
|
|
|
Balance, March 31, 2018
|
|
1,740
|
|
|
$
|
31.91
|
|
|
|
Number of
Options |
|
Weighted
Average Exercise price |
|
Weighted Average
Remaining Contractual Term (years) |
|
Aggregate
Intrinsic Value |
|||||
Vested and expected to vest
|
|
1,738
|
|
|
$
|
31.89
|
|
|
6.11
|
|
$
|
21,446
|
|
Exercisable
|
|
1,182
|
|
|
$
|
25.20
|
|
|
4.96
|
|
$
|
19,243
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
|
|
|
|
Weighted Average
Remaining Contractual Life |
|
Weighted
Average Exercise |
|
Number
|
|
Weighted
Average |
||||||
Range of Exercise Prices
|
|
Number
|
|
(years)
|
|
Price
|
|
Exercisable
|
|
Exercise Price
|
||||||
$2.90 - $16.25
|
|
403
|
|
|
2.58
|
|
$
|
13.09
|
|
|
403
|
|
|
$
|
13.09
|
|
$16.28 - $23.34
|
|
354
|
|
|
5.87
|
|
21.78
|
|
|
320
|
|
|
21.91
|
|
||
$23.80 - $23.80
|
|
3
|
|
|
5.43
|
|
23.80
|
|
|
3
|
|
|
23.80
|
|
||
$31.25 - $31.25
|
|
321
|
|
|
7.60
|
|
31.25
|
|
|
170
|
|
|
31.25
|
|
||
$32.29 - $54.65
|
|
443
|
|
|
6.74
|
|
46.06
|
|
|
286
|
|
|
42.37
|
|
||
$55.72 - $55.72
|
|
216
|
|
|
9.59
|
|
55.72
|
|
|
—
|
|
|
—
|
|
||
|
|
1,740
|
|
|
6.11
|
|
$
|
31.91
|
|
|
1,182
|
|
|
$
|
25.20
|
|
|
|
Shares
|
|
Weighted
Average Fair Value |
|||
March 28, 2015
|
|
2,821
|
|
|
$
|
25.57
|
|
Granted
|
|
1,437
|
|
|
31.51
|
|
|
Vested
|
|
(992
|
)
|
|
32.48
|
|
|
Forfeited
|
|
(103
|
)
|
|
24.75
|
|
|
March 26, 2016
|
|
3,163
|
|
|
26.14
|
|
|
Granted
|
|
947
|
|
|
52.40
|
|
|
Vested
|
|
(1,032
|
)
|
|
24.67
|
|
|
Forfeited
|
|
(83
|
)
|
|
28.40
|
|
|
March 25, 2017
|
|
2,995
|
|
|
34.91
|
|
|
Granted
|
|
936
|
|
|
55.79
|
|
|
Vested
|
|
(1,077
|
)
|
|
24.79
|
|
|
Forfeited
|
|
(85
|
)
|
|
41.09
|
|
|
March 31, 2018
|
|
2,769
|
|
|
$
|
45.70
|
|
|
|
Shares
|
|
Weighted
Average Fair Value |
|
Weighted Average
Remaining Contractual Term (years) |
|||
Expected to vest
|
|
2,682
|
|
|
$
|
45.53
|
|
|
1.42
|
|
|
Year Ended
|
||||
|
|
March 31,
2018 |
|
March 25,
2017 |
||
Expected stock price volatility
|
|
37.36
|
%
|
|
47.66
|
%
|
Risk-free interest rate
|
|
1.74
|
%
|
|
0.98
|
%
|
Expected term (in years)
|
|
3.00
|
|
|
3.00
|
|
|
|
Shares
|
|
Weighted
Average Fair Value |
|||
March 28, 2015
|
|
35
|
|
|
$
|
22.00
|
|
Granted
|
|
90
|
|
|
39.86
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
March 26, 2016
|
|
125
|
|
|
$
|
34.85
|
|
Granted
|
|
55
|
|
|
75.58
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
March 25, 2017
|
|
180
|
|
|
$
|
47.30
|
|
Granted
|
|
89
|
|
|
47.26
|
|
|
Vested
|
|
(70
|
)
|
|
22.00
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
March 31, 2018
|
|
199
|
|
|
$
|
56.16
|
|
|
|
Shares
|
|
Weighted
Average Fair Value |
|
Weighted Average
Remaining Contractual Term (years) |
|||
Expected to vest
|
|
193
|
|
|
$
|
55.95
|
|
|
1.40
|
|
|
Facilities
|
|
Subleases
|
|
Net Facilities
Commitments |
|
Equipment
and Other Commitments |
|
Total
Commitments |
||||||||||
2019
|
|
$
|
13,315
|
|
|
$
|
241
|
|
|
$
|
13,074
|
|
|
$
|
151
|
|
|
$
|
13,225
|
|
2020
|
|
13,631
|
|
|
240
|
|
|
13,391
|
|
|
145
|
|
|
13,536
|
|
|||||
2021
|
|
12,959
|
|
|
245
|
|
|
12,714
|
|
|
145
|
|
|
12,859
|
|
|||||
2022
|
|
12,558
|
|
|
251
|
|
|
12,307
|
|
|
143
|
|
|
12,450
|
|
|||||
2023
|
|
11,788
|
|
|
257
|
|
|
11,531
|
|
|
123
|
|
|
11,654
|
|
|||||
Thereafter
|
|
43,817
|
|
|
602
|
|
|
43,215
|
|
|
363
|
|
|
43,578
|
|
|||||
Total minimum lease payment
|
|
$
|
108,068
|
|
|
$
|
1,836
|
|
|
$
|
106,232
|
|
|
$
|
1,070
|
|
|
$
|
107,302
|
|
|
|
Foreign
Currency |
|
Unrealized Gains
(Losses) on Securities |
|
Actuarial Gains
(Losses) on Defined Benefit Pension Plan |
|
Total
|
||||||||
Balance, March 26, 2016
|
|
$
|
(476
|
)
|
|
$
|
(62
|
)
|
|
$
|
870
|
|
|
$
|
332
|
|
Current period foreign exchange translation
|
|
(826
|
)
|
|
—
|
|
|
—
|
|
|
(826
|
)
|
||||
Current period marketable securities activity
|
|
—
|
|
|
47
|
|
|
—
|
|
|
47
|
|
||||
Current period actuarial gain/loss activity
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
(79
|
)
|
||||
Current period amortization of actuarial (gain) loss
|
|
—
|
|
|
—
|
|
|
(89
|
)
|
|
(89
|
)
|
||||
Tax effect
|
|
—
|
|
|
(16
|
)
|
|
58
|
|
|
42
|
|
||||
Balance, March 25, 2017
|
|
(1,302
|
)
|
|
(31
|
)
|
|
760
|
|
|
(573
|
)
|
||||
Current period foreign exchange translation
|
|
2,791
|
|
|
—
|
|
|
—
|
|
|
2,791
|
|
||||
Current period marketable securities activity
|
|
—
|
|
|
(2,380
|
)
|
|
—
|
|
|
(2,380
|
)
|
||||
Current period actuarial gain/loss activity
|
|
—
|
|
|
—
|
|
|
(14,729
|
)
|
|
(14,729
|
)
|
||||
Current period amortization of actuarial (gain) loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Tax effect
|
|
—
|
|
|
750
|
|
|
2,780
|
|
|
3,530
|
|
||||
Balance, March 31, 2018
|
|
$
|
1,489
|
|
|
$
|
(1,661
|
)
|
|
$
|
(11,189
|
)
|
|
$
|
(11,361
|
)
|
|
|
Fiscal Years Ended
|
||||||||||
|
|
March 31,
2018 |
|
March 25,
2017 |
|
March 26,
2016 |
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
66,082
|
|
|
$
|
28,940
|
|
|
$
|
28,313
|
|
Non-U.S.
|
|
21,812
|
|
|
7,234
|
|
|
703
|
|
|||
Total current tax provision
|
|
$
|
87,894
|
|
|
$
|
36,174
|
|
|
$
|
29,016
|
|
Deferred:
|
|
|
|
|
|
|
||||||
U.S.
|
|
19,309
|
|
|
2,576
|
|
|
18,242
|
|
|||
Non-U.S.
|
|
(4,099
|
)
|
|
15,088
|
|
|
5,101
|
|
|||
Total deferred tax provision
|
|
15,210
|
|
|
17,664
|
|
|
23,343
|
|
|||
Total tax provision
|
|
$
|
103,104
|
|
|
$
|
53,838
|
|
|
$
|
52,359
|
|
|
|
Fiscal Years Ended
|
|||||||
|
|
March 31,
2018 |
|
March 25,
2017 |
|
March 26,
2016 |
|||
U.S. federal statutory rate
|
|
31.6
|
|
|
35.0
|
|
|
35.0
|
|
Foreign income taxed at different rates
|
|
(8.9
|
)
|
|
(8.6
|
)
|
|
(0.6
|
)
|
Transition tax on deferred foreign income
|
|
20.3
|
|
|
—
|
|
|
—
|
|
Remeasurement of U.S. deferred tax balance
|
|
2.3
|
|
|
—
|
|
|
—
|
|
Research and development tax credits
|
|
(2.5
|
)
|
|
(1.8
|
)
|
|
(5.6
|
)
|
Stock based compensation
|
|
(4.5
|
)
|
|
(7.3
|
)
|
|
—
|
|
Other
|
|
0.6
|
|
|
(0.2
|
)
|
|
1.0
|
|
Effective tax rate
|
|
38.9
|
|
|
17.1
|
|
|
29.8
|
|
|
|
March 31,
2018 |
|
March 25,
2017 |
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued expenses and allowances
|
|
$
|
5,793
|
|
|
$
|
9,002
|
|
Net operating loss carryforwards
|
|
3,646
|
|
|
6,294
|
|
||
Research and development tax credit carryforwards
|
|
12,701
|
|
|
13,977
|
|
||
Stock based compensation
|
|
14,156
|
|
|
17,356
|
|
||
Other
|
|
2,402
|
|
|
9,141
|
|
||
Total deferred tax assets
|
|
$
|
38,698
|
|
|
$
|
55,770
|
|
Valuation allowance for deferred tax assets
|
|
(14,671
|
)
|
|
(12,570
|
)
|
||
Net deferred tax assets
|
|
$
|
24,027
|
|
|
$
|
43,200
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
$
|
9,184
|
|
|
$
|
13,837
|
|
Acquisition intangibles
|
|
13,427
|
|
|
16,301
|
|
||
Total deferred tax liabilities
|
|
$
|
22,611
|
|
|
$
|
30,138
|
|
Total net deferred tax assets
|
|
$
|
1,416
|
|
|
$
|
13,062
|
|
|
|
March 31,
2018 |
|
March 25,
2017 |
||||
Beginning balance
|
|
$
|
30,858
|
|
|
$
|
18,796
|
|
Additions based on tax positions related to the current year
|
|
26,602
|
|
|
12,127
|
|
||
Reductions based on tax positions related to the prior years
|
|
(2,296
|
)
|
|
(65
|
)
|
||
Ending balance
|
|
$
|
55,164
|
|
|
$
|
30,858
|
|
|
|
Fiscal Years Ended
|
||||||||||
|
|
March 31,
2018 |
|
March 25,
2017 |
|
March 26,
2016 |
||||||
Portable Audio Products
|
|
$
|
1,363,876
|
|
|
$
|
1,373,848
|
|
|
$
|
989,101
|
|
Non-Portable Audio and Other Products
|
|
168,310
|
|
|
165,092
|
|
|
180,150
|
|
|||
|
|
$
|
1,532,186
|
|
|
$
|
1,538,940
|
|
|
$
|
1,169,251
|
|
|
|
Fiscal Years Ended
|
||||||||||
|
|
March 31,
2018 |
|
March 25,
2017 |
|
March 26,
2016 |
||||||
United States
|
|
$
|
33,732
|
|
|
$
|
36,024
|
|
|
$
|
73,889
|
|
European Union (excluding United Kingdom)
|
|
7,972
|
|
|
9,809
|
|
|
12,745
|
|
|||
United Kingdom
|
|
7,823
|
|
|
5,741
|
|
|
5,687
|
|
|||
China
|
|
1,264,000
|
|
|
1,249,325
|
|
|
823,843
|
|
|||
Hong Kong
|
|
162,652
|
|
|
181,283
|
|
|
10,647
|
|
|||
Japan
|
|
12,131
|
|
|
11,819
|
|
|
27,898
|
|
|||
South Korea
|
|
1,711
|
|
|
2,403
|
|
|
193,388
|
|
|||
Taiwan
|
|
13,224
|
|
|
14,426
|
|
|
9,249
|
|
|||
Other Asia
|
|
17,996
|
|
|
16,585
|
|
|
8,657
|
|
|||
Other non-U.S. countries
|
|
10,945
|
|
|
11,525
|
|
|
3,248
|
|
|||
Total consolidated sales
|
|
$
|
1,532,186
|
|
|
$
|
1,538,940
|
|
|
$
|
1,169,251
|
|
|
|
Fiscal Years Ended
|
||||||
|
|
March 31,
2018 |
|
March 25,
2017 |
||||
United States
|
|
$
|
134,648
|
|
|
$
|
120,212
|
|
European Union (excluding United Kingdom)
|
|
717
|
|
|
793
|
|
||
United Kingdom
|
|
53,855
|
|
|
44,981
|
|
||
China
|
|
594
|
|
|
565
|
|
||
Hong Kong
|
|
3
|
|
|
5
|
|
||
Japan
|
|
115
|
|
|
243
|
|
||
South Korea
|
|
185
|
|
|
202
|
|
||
Taiwan
|
|
337
|
|
|
231
|
|
||
Other Asia
|
|
96
|
|
|
50
|
|
||
Other non-U.S. countries
|
|
604
|
|
|
857
|
|
||
Total consolidated property, plant and equipment, net
|
|
$
|
191,154
|
|
|
$
|
168,139
|
|
|
|
Fiscal Year 2018
|
||||||||||||||
|
|
1st
Quarter |
|
2nd
Quarter |
|
3rd
Quarter |
|
4th
Quarter |
||||||||
Net sales
|
|
$
|
320,735
|
|
|
$
|
425,537
|
|
|
$
|
482,741
|
|
|
$
|
303,173
|
|
Gross profit
|
|
161,716
|
|
|
211,282
|
|
|
235,088
|
|
|
152,630
|
|
||||
Net income
|
|
42,912
|
|
|
73,300
|
|
|
33,779
|
|
|
12,004
|
|
||||
Basic income per share
|
|
$
|
0.67
|
|
|
$
|
1.16
|
|
|
$
|
0.53
|
|
|
$
|
0.19
|
|
Diluted income per share
|
|
0.64
|
|
|
1.10
|
|
|
0.52
|
|
|
0.19
|
|
|
|
Fiscal Year 2017
|
||||||||||||||
|
|
1st
Quarter |
|
2nd
Quarter |
|
3rd
Quarter |
|
4th
Quarter |
||||||||
Net sales
|
|
$
|
259,428
|
|
|
$
|
428,619
|
|
|
$
|
523,029
|
|
|
$
|
327,864
|
|
Gross profit
|
|
126,685
|
|
|
211,699
|
|
|
255,152
|
|
|
164,279
|
|
||||
Net income
|
|
18,071
|
|
|
86,039
|
|
|
122,041
|
|
|
35,058
|
|
||||
Basic income per share
|
|
$
|
0.29
|
|
|
$
|
1.37
|
|
|
$
|
1.91
|
|
|
$
|
0.55
|
|
Diluted income per share
|
|
0.27
|
|
|
1.30
|
|
|
1.83
|
|
|
0.52
|
|
(a)
|
The following documents are filed as part of this Report:
|
1.
|
Consolidated Financial Statements
|
▪
|
Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
▪
|
Consolidated Balance Sheets as of
March 31, 2018
and
March 25, 2017
.
|
▪
|
Consolidated Statements of Income for the fiscal years ended
March 31, 2018
,
March 25, 2017
, and
March 26, 2016
.
|
▪
|
Consolidated Statements of Comprehensive Income for the fiscal years ended
March 31, 2018
,
March 25, 2017
, and
March 26, 2016
.
|
▪
|
Consolidated Statements of Cash Flows for the fiscal years ended
March 31, 2018
,
March 25, 2017
, and
March 26, 2016
.
|
▪
|
Consolidated Statements of Stockholders’ Equity for the fiscal years ended
March 31, 2018
,
March 25, 2017
, and
March 26, 2016
.
|
▪
|
Notes to Consolidated Financial Statements.
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits
|
Number
|
|
Description
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
10.1+
|
|
|
10.2+
|
|
|
10.3+
|
|
|
10.4+
|
|
|
10.5+
|
|
|
10.6+
|
|
|
10.7+
|
|
|
10.8+
|
|
|
10.9+
|
|
|
10.10+
|
|
|
10.11+
|
|
|
10.12+*
|
|
|
10.13+
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
14.1
|
|
|
21.1*
|
|
|
23.1*
|
|
|
24.1*
|
|
Power of Attorney (see signature page).
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
(1
|
)
|
Incorporated by reference from Registrant’s Report on Form 8-K filed with the SEC on April 29, 2014 (Registration No. 000-17795).
|
(2
|
)
|
Incorporated by reference from Registrant’s Report on Form 10-K for the fiscal year ended March 31, 2001, filed with the SEC on June 22, 2001 (Registration No. 000-17795).
|
(3
|
)
|
Incorporated by reference from Registrant’s Report on Form 8-K filed with the SEC on September 20, 2013.
|
(4
|
)
|
Incorporated by reference from Registration’s Statement on Form S-8 filed with the SEC on August 1, 2006 (Registration No. 000-17795).
|
(5
|
)
|
Incorporated by reference from Registrant’s Report on Form 8-K filed with the SEC on October 7, 2010.
|
(6
|
)
|
Incorporated by reference from Registrant’s Report on Form 8-K filed with the SEC on August 1, 2007.
|
(7
|
)
|
Incorporated by reference to Exhibit A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on June 2, 2015.
|
(8
|
)
|
Incorporated by reference from Registrant’s Report on Form 8-K filed with the SEC on September 3, 2014.
|
(9
|
)
|
Incorporated by reference from Registrant’s Report on Form 8-K filed with the SEC on September 22, 2014.
|
(10
|
)
|
Incorporated by reference from Registrant’s Report on Form 10-K filed with the SEC on May 27, 2015 (Registration No. 000-17795).
|
(11
|
)
|
Incorporated by reference from Registrant’s Report on Form 8-K filed with the SEC on June 26, 2015.
|
(12
|
)
|
Incorporated by reference from Registrant’s Report on Form 10-K filed with the SEC on May 25, 2016 (Registration No. 000-17795).
|
(13
|
)
|
Incorporated by reference from Registrant’s Report on Form 8-K with the SEC on July 15, 2016 (Registration No. 000-17795).
|
|
CIRRUS LOGIC, INC.
|
|
|
|
|
|
By:
|
/
S
/ T
HURMAN
K. C
ASE
|
|
|
Thurman K. Case
|
|
|
Vice President, Chief Financial Officer and Chief Accounting Officer
|
|
|
May 30, 2018
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ J
ASON
P. R
HODE
|
|
President and Chief Executive Officer
|
|
May 30, 2018
|
Jason P. Rhode
|
|
|
|
|
|
|
|
|
|
/
S
/ T
HURMAN
K. C
ASE
|
|
Vice President, Chief Financial Officer and Chief Accounting Officer
|
|
May 30, 2018
|
Thurman K. Case
|
|
|
|
|
|
|
|
|
|
/
S
/ J
OHN
C. C
ARTER
|
|
Director
|
|
May 30, 2018
|
John C. Carter
|
|
|
|
|
|
|
|
|
|
/
S
/ A
LEX
D
AVERN
|
|
Director
|
|
May 30, 2018
|
Alex Davern
|
|
|
|
|
|
|
|
|
|
/
S
/ T
IMOTHY
R. D
EHNE
|
|
Director
|
|
May 30, 2018
|
Timothy R. Dehne
|
|
|
|
|
|
|
|
|
|
/
S
/ C
HRISTINE
K
ING
|
|
Director
|
|
May 30, 2018
|
Christine King
|
|
|
|
|
|
|
|
|
|
/
S
/ A
LAN
R. S
CHUELE
|
|
Director
|
|
May 30, 2018
|
Alan R. Schuele
|
|
|
|
|
|
|
|
|
|
/
S
/ W
ILLIAM
D. S
HERMAN
|
|
Director
|
|
May 30, 2018
|
William D. Sherman
|
|
|
|
|
|
|
|
|
|
/
S
/ D
AVID
J. T
UPMAN
|
|
Director
|
|
May 30, 2018
|
David J. Tupman
|
|
|
|
|
Name
|
Jurisdiction of Entity
|
|
|
Cirrus Logic UK International Holding Co., Ltd.
|
United Kingdom
|
Cirrus Logic International Semiconductor Ltd.
|
United Kingdom
|
Cirrus Logic International Holdings Ltd.
|
United Kingdom
|
Cirrus Logic International (UK) Ltd.
|
United Kingdom
|
|
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
1.
|
I have reviewed this annual report on Form 10-K of Cirrus Logic, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 30, 2018
|
Signature:
|
/s/ Jason P. Rhode
|
|
Jason P. Rhode
|
|
|
President and Chief Executive Officer
|
|
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
1.
|
I have reviewed this annual report on Form 10-K of Cirrus Logic, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 30, 2018
|
Signature:
|
/s/ Thurman K. Case
|
|
Thurman K. Case
|
|
|
Vice President, Chief Financial Officer and Principal Accounting Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 30, 2018
|
Signature:
|
/s/ Jason P. Rhode
|
|
Jason P. Rhode
|
|
|
President and Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 30, 2018
|
Signature:
|
/s/ Thurman K. Case
|
|
Thurman K. Case
|
|
|
Vice President, Chief Financial Officer and Principal Accounting Officer
|