Power Integrations
2016 Annual Report
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Dear Fellow Stockholders,
We delivered strong financial results in 2016, generating healthy cash flow along with double-digit growth in revenues and
earnings. We also achieved a noteworthy milestone in the third quarter, surpassing $100 million in quarterly revenues for the
first time ever (and then doing it again in the fourth quarter). For the full year, our revenues grew by 13 percent – more than
twice the growth rate of the analog semiconductor industry.1 We also introduced an impressive array of new products last
year, broadening our portfolio of integrated circuits (ICs) for the power-supply, LED-lighting and IGBT-driver markets and
increasing our served addressable market (SAM) to more than $3 billion. With a robust pipeline of new products still to
come in 2017 and beyond, we believe our SAM will soon exceed $4 billion, giving us ample opportunity to grow for the
foreseeable future. Moreover, we believe the big-picture themes that underpinned our growth in 2016 – energy efficiency,
faster charging for mobile devices, smarter homes and appliances, and more – will re
main operative not just for 2017 but for
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years to come.
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Our growth in 2016 was broad-based, coming from the communications, consumer and industrial end markets, each with its
own unique drivers. In communications, revenues grew nearly 30 percent for the year, led by the ongoing ramp of our
InnoSwitch™ products in smartphone chargers. With smartphones now performing more power-hungry functions than ever
before, OEMs are increasingly demanding chargers that deliver far more power than the commoditized, low-power chargers
that were standard-issue just a couple of years ago. Rising power levels create serious challenges for power supply
designers, requiring much higher levels of integration and energy efficiency in orde
r to maintain the small form factors to
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which we’re all accustomed. Our InnoSwitch products satisfy these demands extremely well, and have been widely adopted
by smartphone OEMs and their charger suppliers. InnoSwitch has ramped faster than any product in our history, growing
from just $5 million in 2014 to more than $40 million in 2016, with nearly all of that revenue coming from smartphone
applications.
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The consumer end market, our largest revenue category, was also a major contributor to our growth in 2016, with sales
increasing at a rate in the mid-teens. Growth was driven by appliance applications, where we not only enjoy strong market
share thanks to the inherent reliability that comes with integration, but where we are also capturing rising dollar content as
appliances continue to evolve from mechanical machines into intelligent electronic devices.
Industrial revenues also added to our growth in 2016, with sales rising at a mid-single-digit rate for the year. Here again, a
key theme is the “electronification” of products that, until recently, never required power supplies. For example, “smart”
ing and load management.
utility meters incorporate electronic displays and networking capabilities to permit remote read
Outdated lighting technologies are rapidly giving way to energy-efficient LEDs, which typically consume low-voltage DC
power and therefore require AC-DC power supplies (known in the lighting industry as drivers). Likewise, products like
scooters, bicycles and lawn equipment have historically been powered by liquid fuels, raw alternating current, or plain old
manpower, but are now utilizing DC motors with rechargeable batteries. All of these changes create opportunities for Power
Integrations, and we are responding with products and sales strategies to make the most of them.
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We believe all of these themes will endure well beyond 2016. Faster charging continues to be one of the most important
trends in the mobile-device market, yet perhaps only a third of smartphones are now shipping with higher-power chargers.
We expect this penetration rate to increase considerably over the next few years, particularly as new charging technologies
such as USB-PD with Type-C connectors are on the verge of mass adoption. And, importantly, the adoption of faster
charging is not simply a one-time conversion; while today’s ten-watt charger may seem fast in comparison to yesterday’s
five-watt model, that same charger will likely become a 15- or 20-watt charger before long. The higher the power goes, the
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t and the competitive positioning
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greater the opportunity for Power Integrations, both in terms of the available dollar conten
of our highly integrated ICs.
Meanwhile, the conversion of consumer appliances into sophisticated electronic devices has been ongoing for many years,
but still has a long way to go. While most brand-name appliances now utilize basic electronic controls and displays – often
powered by our ICs – the conversion to advanced features like electronically controlled motors and LED lighting (e.g., in
refrigerators) is still ongoing. Moreover, the incorporation of connectivity and other forms of electronic intelligence is just
beginning as appliances join the internet-of-things revolution. All of this adds up to a growing addressable market for Power
Integrations, which we are well positioned to capture given our strong incumbent position in the appliance market.
1 World Semiconductor Trade Statistics data, as reported by Stifel, Nicolaus & Company
Similarly, in the industrial market, the trends described above are still in the relatively early stages. We expect meaningful
growth in the years ahead in applications like chargers for “e-bikes” and power tools. And while LED light bulbs are now
commonplace, the conversion to LED lighting in commercial, industrial and street lighting is still in the early innings, not to
mention the incorporation of connectivity and other forms of intelligence in lighting systems. Indeed, the greater secular
trend of home and building automation is quickly emerging as a revenue opportunity for us, and our products are now being
designed into a variety of embedded devices such as connected thermostats, smoke detectors and power strips. Such
applications demand reliability and low standby energy consumption, making them ideal targets for our products.
While the drivers of last year’s growth are continuing into 2017 and beyond, we also expect to layer on new revenue streams
in the very near future. Our InnoSwitch products have already made a mark on the mobile-phone industry, but are now being
designed into a wide range of other power-supply applications such as appliances, networking gear, and numerous industrial
applications, at higher average selling prices than we typically earn in these applications today, reflecting the unprecedented
level of integration offered by InnoSwitch ICs. Our next-generation InnoSwitch ICs will address higher power levels than
the first generation, enabling us to bring the benefits of InnoSwitch ICs to an even wider range of applications, including
TVs, computer monitors, power adapters for notebook computers and many more.
Our new SCALE-iDriver™ family, introduced last May, is the first product arising from the combination of our low-power
technology and our SCALE™ IGBT-driver technologies. This new product family, which incorporates the ground-breaking
Fluxlink™ technology that lies at the heart of our InnoSwitch products, addresses IGBT-driver applications between 10
kilowatts and 100 kilowatts, including industrial motor drives, medical equipment and commercial solar installations.
Longer term, this product family will also enable us to compete in the automotive market, where the growth of the electric-
vehicle market is creating a need for highly reliable, energy-efficient power electronics for drive trains and charging stations.
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From a financial standpoint, we demonstrated the leverage in our business model in 2016, growing our revenues by 13
percent while our GAAP operating expenses rose at just half that rate, resulting in a meaningful expansion of our operating
margin. We generated $98 million in cash flow from operations in 2016 and exited the year with $250 million in cash and
investments (and no debt) on our balance sheet – up more than $75 million from the prior year-end even after returning more
than $21 million to stockholders via dividends and share repurchases. Our balance sheet gives us tremendous flexibility to
pursue the growth opportunities ahead of us while also continuing to return cash to stockholders. We have $24 million
remaining on our most recent share-repurchase authorization, and will continue to abide by a disciplined, opportunistic
approach to buying back our stock. Meanwhile, as we announced in early February, our board of directors has raised our
quarterly dividend to $0.14 per share beginning with the first quarter of 2017 (from $0.13 per share throughout 2016).
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In conclusion, 2016 was an outstanding year for Power Integrations, and we enter 2017 with momentum fueled by
innovative products, dynamic secular trends across all of our key end markets, and the continuing global push for greater
energy efficiency and cleaner forms of energy. I look forward to reporting on our progress in the year ahead.
Sincerely,
Balu Balakrishnan
President and Chief Executive Officer
March 2017
The statements in this Annual Report relating to future events or results are forward-looking statements that involve many risks and
uncertainties. In some cases, forward-looking statements are indicated by the use of words such as “would,” “could,” “will,” “may,”
“plan,” “estimate,” “potential,” “seek,”
i
“expect,” “believe,” “look forward,” “anticipate,” “outlook,” “if,” “future,” “intend,”
“scheduled,” “continue” and similar words and phrases, including the negatives of these terms, or other variations of these terms. Our
actual results could differ materially from those contained in these forward-looking statements due to a number of factors, including:
changes in global macroeconomic conditions; potential changes and shifts in customer demand away from end products that utilize our
products; the effects of competition; the outcome and cost of patent litigation; unforeseen costs and expenses; unfavorable fluctuations in
component costs resulting from changes in commodity prices and/or the exchange rate between the U.S. dollar and the Japanese yen;
and the challenges inherent in integrating and forecasting the performance of acquired businesses. In addition, new product
introductions and design wins are subject to the risks and uncertainties that typically accompany development and delivery of complex
technologies to the marketplace, including product development delays and defects and market acceptance of the new products. These
and other risk factors that may cause actual results to differ are discussed in Part I, Item 1A — “Risk Factors” included in the Form 10-
K which is part of this Annual Report.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
December 31, 2016
or
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition
period from to
Commission File Number 0-23441
POWER INTEGRATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
Incorporation or organization)
5245 Hellyer Avenue, San Jose, California
(Address of principal executive offices)
94-3065014
(I.R.S. Employer
Identification No.)
95138-1002
(Zip code)
(408) 414-9200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $0.001 Par Value
Name of Each Exchange on Which Registered
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES
NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES
NO
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES
NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). YES
NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES
NO
The aggregate market value of registrant’s voting and non-voting common stock held by non-affiliates of registrant on June 30, 2016, the last
business day of the registrant’s most recently completed second fiscal quarter, was approximately $1.2 billion, based upon the closing sale price
of the common stock as reported on The NASDAQ Global Select Market. Shares of common stock held by each officer and director have been
excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not a conclusive determination for other
purposes.
Outstanding shares of registrant’s common stock, $0.001 par value, as of January 31, 2017: 29,415,049.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the Registrant’s definitive
proxy statement relating to the 2017 annual meeting of stockholders, which definitive proxy statement will be filed with the Securities and Exchange
Commission within 120 days after the fiscal year to which this Report relates.
POWER INTEGRATIONS, INC.
TABLE OF CONTENTS
PART I.
Page
ITEM 1.
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
ITEM 1A. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
ITEM 1B. UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
ITEM 2.
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
ITEM 3.
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
ITEM 4. MINE SAFETY DISCLOSURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II.
22
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. . . . . . . . . . . . . . . . .
23
ITEM 6.
SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. . . . .
37
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . . . .
38
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
ITEM 9A. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
ITEM 9B. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . . . . .
45
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . .
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
46
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
ITEM 16.
FORM 10-K SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
2
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K, including information incorporated by reference herein, includes a
number of forward-looking statements that involve many risks and uncertainties. In some cases, forward-looking
statements are indicated by the use of words such as “would,” “could,” “will,” “may,” “expect,” “believe,”
“anticipate,” “if,” “future,” “intend,” “plan,” “estimate,” “potential,” “seek” or “continue” and similar words and
phrases, including the negatives of these terms, or other variations of these terms. These statements reflect our
current views with respect to future events and our potential financial performance and are subject to risks and
uncertainties that could cause our actual results and financial position to differ materially and/or adversely from
what is projected or implied in any forward-looking statements included in this Form 10-K. These factors include,
but are not limited to: we do not have long-term contracts with any of our customers and if they fail to place, or if
they cancel or reschedule orders for our products, our operating results and our business may suffer; intense
competition in the high-voltage power supply industry may lead to a decrease in our average selling price and
reduced sales volume of our products; if demand for our products declines in our major end markets, our net
revenues will decrease; we depend on third-party suppliers to provide us with wafers for our products, and if they
fail to provide us sufficient quantities of wafers, our business may suffer; if we are unable to adequately protect
or enforce our intellectual property rights, we could lose market share, incur costly litigation expenses, suffer
incremental price erosion or lose valuable assets, any of which could harm our operations and negatively impact
our profitability; fluctuations in exchange rates, particularly the exchange rate between the U.S. dollar and the
Japanese yen, Swiss franc and euro, may impact our gross margin or net income; audits of our tax returns and
potential future changes in tax laws may increase the amount of taxes we are required to pay; we are engaged in
intellectual property litigation, and if we do not prevail in our litigation, we will have expended significant financial
resources, potentially without any benefit, and may also suffer the loss of rights to use some technologies; and the
other risks factors described in Item 1A of Part I -- “Risk Factors” of this Form 10-K. We make these forward
looking statements based upon information available on the date of this Form 10-K, and we have no obligation
(and expressly disclaim any obligation) to update or alter any forward-looking statements, whether as a result of
new information or otherwise. In evaluating these statements, you should specifically consider the risks described
under Item 1A of Part I -- “Risk Factors,” Item 7 of Part II -“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K.
3
PART I.
Item 1. Business.
Overview
We design, develop and market analog and mixed-signal integrated circuits (ICs) and other electronic
components and circuitry used in high-voltage power conversion. Our products are used in power converters that
convert electricity from a high-voltage source (typically 48 volts or higher) to the type of power required for a
specified downstream use. In most cases, this conversion entails, among other functions, converting alternating
current (AC) to direct current (DC) or vice versa, reducing or increasing the voltage, and regulating the output
voltage and/or current according to the customer’s specifications.
A large percentage of our products are ICs used in AC-DC power supplies, which convert the high-voltage
AC from a wall outlet to the low-voltage DC required by most electronic devices. Power supplies incorporating
our products are used with all manner of electronic products including mobile phones, computing and networking
equipment, appliances, electronic utility meters, industrial controls, and lights that utilize light-emitting diodes
(LEDs), and “smart-home,” or “internet of things” applications such as networked thermostats, power strips and
other home-automation and security devices.
We also offer high-voltage gate drivers - either standalone ICs or circuit boards containing ICs, electrical
isolation components and other circuitry - used to operate high-voltage switches such as insulated-gate bipolar
transistors (IGBTs). These combinations of switches and drivers are used for power conversion in high-power
applications (i.e., power levels ranging from a few kilowatts up to one gigawatt) such as industrial motors, solar-
and wind-power systems, electric vehicles and high-voltage DC transmission systems.
Our products bring a number of important benefits to the power-conversion market compared with less
advanced alternatives, including reduced component count and design complexity, smaller size, higher reliability
and reduced time-to-market. Our products also improve the energy efficiency of power converters, helping our
customers meet the increasingly stringent efficiency standards that have been adopted around the world for many
electronic products, and improving the efficacy of renewable-energy systems, electric vehicles and other high-
power applications.
While the size of our addressable market fluctuates with changes in macroeconomic conditions, the
market has generally exhibited a modest growth rate over time as growth in the unit volume of power converters
has largely been offset by reductions in the average selling price of components in this market. Therefore, the
growth of our business depends largely on our penetration of the addressable market, and our success in expanding
the addressable market by introducing new products that expand the range of applications we can address and/or
increase the value of the components we can sell into a power converter. Our growth strategy includes the following
elements:
•
Increase the penetration of our ICs in the “low-power” market. The largest proportion of our
revenues comes from AC-DC power-supply applications requiring 500 watts of output or less. We continue
to introduce more advanced products for this market that offer higher levels of integration and performance
compared to earlier products. We also continue to expand our sales and application-engineering staff, as
well as our offerings of technical documentation and design-support tools to help customers use our ICs.
These tools include our PI Expert™ design software, which we offer free of charge, and our transformer-
sample service.
•
Increase the penetration of our products and the size of our market opportunity in “high-power”
applications. We also bring the benefits of integration to higher-power applications (up to approximately
4
one gigawatt). In particular, we sell our gate-driver products into applications such as industrial motor
drives, renewable energy systems, DC transmission systems and electric vehicles. We have recently
expanded our addressable market for high-power applications by introducing the SCALE-iDriver product
family, which enables us to address applications between approximately 10 kilowatts and 100 kilowatts,
whereas previously our sales of high-power products were primarily for applications above 100 kilowatts.
•
Capitalize on the growing demand for more energy-efficient electronic products and lighting
technologies, and for cleaner energy and transportation technologies. We believe that energy-efficiency
is becoming an increasingly important design criterion for power supplies due largely to the emergence
of standards and specifications that encourage, and in some cases mandate, the design of more energy-
efficient electronic products. For example, in 2008 the U.S. Department of Energy implemented mandatory
federal standards governing the efficiency of external power supplies; these standards were tightened in
2016. Power supplies incorporating our ICs are generally able to comply with all known efficiency
specifications currently in effect, including these tighter U.S. standards.
Additionally, technological advances combined with regulatory and legislative actions are resulting
in the adoption of alternative lighting technologies such as LEDs. We believe this presents a significant
opportunity for us because our ICs are used in driver (i.e., power-supply) circuitry for high-voltage LED
lighting applications. Finally, the growing desire for less carbon-intensive sources of energy and modes
of transportation represents an opportunity for us since our high-voltage gate drivers are used in renewable-
energy systems as well as electric trains and electric vehicles.
Industry Background
Virtually every electronic device that plugs into a wall socket requires a power supply to convert the high-
voltage alternating current provided by electric utilities into the low-voltage direct current required by most
electronic devices. A power supply may be located inside a device, such as a consumer appliance or desktop
computer, or it may be outside the device as in the case of a mobile-phone charger or an adapter for a cordless
phone.
Until approximately 1970, AC-DC power supplies were generally in the form of line-frequency, or linear,
transformers. These devices, consisting primarily of copper wire wound around an iron core, tend to be bulky and
heavy, and typically waste a substantial amount of electricity. In the 1970s, the invention of high-voltage discrete
semiconductors enabled the development of a new generation of power supplies known as switched-mode power
supplies, or switchers. These switchers generally came to be a cost-effective alternative to linear transformers in
applications requiring more than about three watts of power; in recent years the use of linear transformers has
declined even further as a result of energy-efficiency standards and higher raw-material prices.
Switchers are generally smaller, lighter-weight and more energy-efficient than linear transformers.
However, switchers designed with discrete components are highly complex, containing numerous components and
requiring a high level of analog design expertise. Further, the complexity and high component count of discrete
switchers make them relatively costly, difficult to manufacture and prone to failures. Also, some discrete switchers
lack inherent safety and energy-efficiency features; adding these features may further increase the component
count, cost and complexity of the power supply.
In high-power systems such as industrial motor drives, electric locomotives and renewable-energy
systems, power conversion is typically performed using arrays of high-power silicon transistors known as IGBT
modules; these modules are operated by electronic circuitry known as gate drivers (or IGBT drivers), whose function
is to ensure accurate, safe and reliable operation of the IGBT modules. Much like discrete power supplies, discrete
gate drivers tend to be highly complex, requiring a large number of components and a great deal of design expertise.
5
Our Highly Integrated Approach
In 1994 we introduced TOPSwitch, the industry’s first cost-effective high-voltage IC for switched-mode
AC-DC power supplies; we have since introduced a range of other product families such as TinySwitch, LinkSwitch,
Hiper and InnoSwitch which have expanded the range of power-supply applications we can address. In May 2012
we expanded our addressable market to include high-voltage gate drivers.
Our ICs and gate drivers drastically reduce the complexity and component count of power converters
compared to typical discrete designs by integrating many of the functions otherwise performed by numerous discrete
electronic components, and by eliminating (or reducing the size and cost of) additional components through
innovative system design. As a result, our products enable power converters to have superior features and
functionality at a total cost equal to or lower than that of many competing alternatives. Our products offer the
following key benefits:
•
Fewer Components, Reduced Size and Higher Reliability
Our highly integrated ICs and gate drivers enable designs with up to 70% fewer components than
comparable discrete designs. This reduction in component count enhances reliability and efficiency, reduces size,
accelerates time-to-market and results in lower manufacturing costs for our customers. Power supplies that
incorporate our ICs are also lighter and more portable than comparable power supplies built with copper-and-iron
linear transformers, which are still used in some low-power applications.
•
Reduced Time-to-Market, Enhanced Manufacturability
Because our products eliminate much of the complexity associated with the design of power converters,
designs can typically be completed in much less time, resulting in more efficient use of our customers' design
resources and shorter time-to-market for new designs. The lower component count and reduced complexity enabled
by our products also makes designs more suitable for high-volume manufacturing. We also provide extensive
hands-on design support as well as online design tools, such as our PI Expert design software, that further reduce
time-to-market and product development risks.
•
Energy Efficiency
Our patented EcoSmart technology, introduced in 1998, improves the energy efficiency of electronic
devices during normal operation as well as standby and “no-load” conditions. This technology enables
manufacturers to cost-effectively meet the growing demand for energy-efficient products, and to comply with
increasingly stringent energy-efficiency requirements. Our gate drivers also enable very high efficiency in high-
power systems; in many such systems, such as renewable-energy installations, even small efficiency gains can
dramatically shorten the payback period over which the cost of a system is recovered through energy savings.
•
Wide Power Range and Scalability
Products in our current IC families can address AC-DC power supplies with output power up to
approximately 500 watts as well as some high-voltage DC-DC applications; our high-voltage gate drivers are used
in applications with power levels as high as one gigawatt. Within each of our product families, the designer can
scale up or down in power to address a wide range of designs with minimal design effort.
Energy Efficiency
Power supplies often draw significantly more electricity than the amount needed by the devices they
power. As a result, billions of dollars' worth of electricity is wasted each year, and millions of tons of greenhouse
gases are unnecessarily produced by power plants. Energy waste occurs during the normal operation of a device
6
and in standby mode, when the device is plugged in but idle. For example, computers and printers waste energy
while in “sleep” mode. TVs that are turned off by remote control consume energy while awaiting a remote-control
signal to turn them back on. A mobile-phone charger left plugged into a wall outlet continues to draw electricity
even when not connected to the phone (a condition known as “no-load”). Many common household appliances,
such as microwave ovens, dishwashers and washing machines, also consume power when not in use. In fact, a
2015 study by the National Resources Defense Council found that devices that are "always-on" but inactive may
be causing as much as $19 billion in annual energy waste in the U.S alone.
Lighting is another major source of energy waste. Less than 5% of the energy consumed by traditional
incandescent light bulbs is converted to light, while the remainder is wasted as heat. The Alliance to Save Energy
has estimated that a conversion to efficient lighting technologies such as compact fluorescent bulbs and light-
emitting diodes, or LEDs, could save as much as $18 billion worth of electricity and 158 million tons of carbon
dioxide emissions per year in the United States alone.
In response to concerns about the environmental impact of carbon emissions, policymakers are taking
action to promote energy efficiency. For example, the ENERGY STAR® program and the European Union Code
of Conduct encourage manufacturers of electronic devices to comply with voluntary energy-efficiency
specifications. In 2007 the California Energy Commission (CEC) implemented mandatory efficiency standards
for external power supplies. The CEC standards were implemented nationwide in the United States in July 2008
as a result of the Energy Independence and Security Act of 2007, or EISA; these federal standards were tightened
in 2016. Similar standards for external power supplies took effect in the European Union in 2010 as part of the
EU’s EcoDesign Directive for Energy-Related Products.
In 2009 the CEC announced mandatory efficiency standards for televisions, which took effect in 2011,
and in January 2012 the CEC announced mandatory efficiency standards for battery-charging systems, which took
effect in 2013.
In 2010, the EU EcoDesign Directive implemented standards limiting standby power consumption on a
wide range of electronic products; the limit was reduced by 50 percent beginning in 2013, with many products
now limited to 500 milliwatts of standby usage. The EISA legislation also required substantial improvements in
the efficiency of lighting technologies beginning in 2012; as of 2014, traditional 100-, 75-, 60- and 40-watt bulbs
may no longer be manufactured or sold in the United States. Plans to eliminate conventional incandescent bulbs
have also been announced or enacted in other geographies such as Canada, Australia and Europe.
We believe we offer products that enable manufacturers to meet or exceed these regulations, and all other
such regulations of which we are aware. Our EcoSmart technology, introduced in 1998, dramatically reduces waste
in both operating and standby modes; we estimate that this technology has saved billions of dollars’ worth of
standby power worldwide since 1998. In 2010 we introduced our CapZero and SenZero IC families, which eliminate
additional sources of standby waste in some power supplies; we have also introduced a range of product families
designed specifically for LED-lighting applications.
Products
Below is a brief description of our products:
•
AC-DC power conversion products
TOPSwitch, our first commercially successful product family, was introduced in 1994. Since that time
we have introduced a wide range of products (such as our TinySwitch, LinkSwitch and Hiper families) to increase
the level of integration and improve upon the functionality of the original TOPSwitch, and to broaden the range
of power levels we can address. In 2010 we introduced our CapZero and SenZero families, which reduce standby
7
power consumption in certain applications by eliminating waste caused by so-called bleed resistors and sense
resistors. We also offer a range of high-performance, high-voltage diodes known as Qspeed diodes.
In 2014 we introduced our InnoSwitch product family, the first-ever power-supply ICs to combine primary,
secondary and feedback circuits into a single package. These ICs employ a proprietary technology known as
FluxLink to enable precise control without the need for optical components, which tend to add cost and diminish
the reliability of power supplies.
In January 2015 we further expanded our product portfolio with the acquisition of Cambridge
Semiconductor Ltd., a producer of controller ICs for low-power AC-DC applications. Since 2010 we have also
introduced products designed specifically for LED-lighting applications, including our LYTSwitch family.
This portfolio of power-conversion products generally addresses power supplies ranging from less than
one watt of output up to approximately 500 watts of output, a market we refer to as the “low-power” market. This
market consists of an extremely broad range of applications including mobile-device chargers, consumer appliances,
utility meters, LCD monitors, main and standby power supplies for desktop computers and TVs, LED lamps, and
numerous other consumer and industrial applications.
•
High-voltage gate drivers
We offer a range of high-voltage gate-driver products sold primarily under the SCALE and SCALE-2
product-family names. These products are fully assembled circuit boards incorporating multiple ICs, electrical
isolation components and other circuitry. We offer both ready-to-operate “plug-and-play” drivers designed
specifically for use with particular IGBT modules, as well as “driver cores,” which provide more basic driver
functionality that customers can customize to their own specifications after purchase. In May 2016 we introduced
the SCALE-iDriver family of standalone ICs, which enables us to address applications between approximately 10
kilowatts and 100 kilowatts, whereas previously our sales of high-power products were primarily for applications
above 100 kilowatts.
•
High-voltage DC-DC products
The DPA-Switch family of products, introduced in June 2002, was the first monolithic high-voltage DC-
DC power conversion IC designed specifically for use in distributed power architectures. Applications include
power-over-Ethernet powered devices such as voice-over-IP phones and security cameras, as well as network hubs,
line cards, servers, digital PBX phones, DC-DC converter modules and industrial controls.
Other Product Information
TOPSwitch, TinySwitch, LinkSwitch, DPA-Switch, EcoSmart, Hiper, Qspeed, InnoSwitch, SCALE,
SCALE-II, SCALE-III, SCALE-iDriver, PeakSwitch, CAPZero, SENZero, ChiPhy, FluxLink, CONCEPT and PI
Expert are trademarks of Power Integrations, Inc.
End Markets and Applications
Our net revenues consist primarily of sales of the products described above. When evaluating our net
revenues, we categorize our sales into the following four major end-market groupings: communications, computer,
consumer, and industrial.
8
The table below provides the approximate mix of our net sales by end market:
End Market
Communications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2015
2014
2016
27%
6%
36%
31%
24%
7%
36%
33%
18%
10%
37%
35%
Our products are used in a vast range of power-conversion applications in the above-listed end-market
categories. The following chart lists the most prominent applications for our products in each category.
Market Category
Communications . . . . . . . Mobile-phone chargers, routers, cordless phones, broadband modems, voice-over-IP
Primary Applications
phones, other network and telecom gear
Computer . . . . . . . . . . . . Desktop PCs, LCD monitors, servers, LCD projectors, adapters for notebook
computers
Consumer . . . . . . . . . . . . Major and small appliances, air conditioners, TV set-top boxes, digital cameras, TVs,
video-game consoles
Industrial . . . . . . . . . . . . . LED lighting, industrial controls, utility meters, motor controls, uninterruptible power
supplies, tools, networked thermostats, power strips and other “smart home” devices,
industrial motor drives, renewable energy systems, electric locomotives, electric buses
and other electric vehicles, high-voltage DC transmission systems
Sales, Distribution and Marketing
We sell our products to original equipment manufacturers, or OEMs, and merchant power-supply
manufacturers through our direct sales staff and a worldwide network of independent sales representatives and
distributors. We have sales offices in the United States, Switzerland, United Kingdom, Germany, Italy, India, China,
Japan, South Korea, the Philippines, Singapore and Taiwan. Direct sales to OEMs and merchant power supply
manufacturers represented approximately 25% of our net product revenues for each of 2016, 2015 and 2014, while
sales to and through distributors accounted for approximately 75% for each of these years. Most of our distributors
are entitled to return privileges based on sales revenue and are protected from price reductions affecting their
inventories. Our distributors are not subject to minimum purchase requirements, and sales representatives and
distributors can discontinue marketing our products at any time.
Our top ten customers, including distributors that resell to OEMs and merchant power supply
manufacturers, accounted for 60% of our net revenues in each of 2016 and 2015, and 59% in 2014.
The following customers, both distributors, accounted for 10% or more of total net revenues in 2016,
2015 and 2014:
Customer
Avnet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Powertech Distribution Ltd. . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2015
2014
2016
18%
11%
21%
10%
19%
*
_______________
* Total customer revenue was less than 10% of net revenues
No other customers accounted for more than 10% of net revenues in these periods.
9
Sales to customers in the United States accounted for approximately 4% of our net revenues in 2016 and
5% in each of 2015 and 2014, and sales to customers outside of the United States accounted for approximately
96% of our net revenues in 2016 and 95% in each of 2015 and 2014. See Note 6, “Significant Customers and
International Sales,” in our Notes to Consolidated Financial Statements in this Annual Report on Form 10-K
regarding sales to customers located in foreign countries. See our consolidated financial statements in this Annual
Report on Form 10-K regarding total revenues and profit for the last three fiscal years.
We are subject to risks stemming from the fact that most of our manufacturing and most of our customers
are located in foreign jurisdictions. Risks related to our foreign operations are set forth in Item 1A of this Annual
Report on Form 10-K, and include: potential weaker intellectual property rights under foreign laws, the burden of
complying with foreign laws and foreign-currency exchange risk. See, in particular, the risk factor “Our international
sales activities account for a substantial portion of our net revenues, which subjects us to substantial risks” in Item
1A of this Form 10-K.
Backlog
Our sales are primarily made pursuant to standard purchase orders. The quantity of products purchased
by our customers as well as shipment schedules are subject to revisions that reflect changes in both the customers'
requirements and in manufacturing availability. Historically, our business has been characterized by short-lead-
time orders and quick delivery schedules; for this reason, and because orders in backlog are subject to cancellation
or postponement, backlog is not necessarily a reliable indicator of future revenues.
Research and Development
Our research and development efforts are focused on improving our technologies, introducing new
products to expand our addressable markets, reducing the costs of existing products, and improving the cost-
effectiveness and functionality of our customers' power converters. We have assembled teams of highly skilled
engineers to meet our research and development goals. These engineers have expertise in high-voltage device
structure and process technology, analog IC design, system architecture and packaging.
In 2016, 2015 and 2014, we incurred costs of $62.3 million, $57.5 million and $55.0 million, respectively,
for research and development (R&D). R&D expenses increased in 2016 compared to 2015 primarily due to increased
stock-based compensation expense related to performance-based stock awards as a result of our 2016 performance.
The expansion of headcount in support of our product-development efforts also contributed to the increase. R&D
expenses increased in 2015 compared to 2014, driven primarily by the addition of employees in connection with
our acquisition of Cambridge Semiconductor Limited (CamSemi) (refer to Note 11, Acquisitions, in our Notes to
Consolidated Financial Statements in this Annual Report on From 10-K, for details); the increase in headcount
caused a corresponding increase in salary and other employee-related expenses.
Intellectual Property and Other Proprietary Rights
We use a combination of patents, trademarks, copyrights, trade secrets and confidentiality procedures to
protect our intellectual-property rights. Through continued innovating we are constantly adding new patents to our
portfolio. In 2016 we added a total of 60 U.S. and 47 foreign patents. As of December 31, 2016, we held 682 U.S.
patents and 473 foreign patents. The U.S. patents have expiration dates ranging from 2017 to 2037. We also hold
trademarks in the U.S. and various other geographies including Taiwan, Korea, Hong Kong, China, Europe and
Japan. While our propriety intellectual property portfolio as a whole is important to the success of our business,
we are not materially dependent upon any one patent. From time to time we may not seek to renew expiring patents
for legacy technology as it is no longer cost-effective.
We regard as proprietary some equipment, processes, information and knowledge that we have developed
and used in the design and manufacture of our products. Our trade secrets include a high-volume production process
10
that produces our patented high-voltage ICs. We attempt to protect our trade secrets and other proprietary-
information through non-disclosure agreements, proprietary information agreements with employees and
consultants, and other security measures.
Long-lived Assets
Our long-lived assets consist of property and equipment as well as intangible assets. Our intangible assets
consist of developed and in-process technology, licenses, patents, customer relationships, trade name, domain
name, in-place leases and goodwill. Our long-lived assets, including property and equipment and intangible assets,
are located in the United States and in foreign countries. Approximately 40% of our long-lived assets were located
in the United States in 2016, 2015 and 2014, while approximately 60% were held outside of the United States. A
significant amount of our foreign long-lived assets were located in Switzerland, which held approximately 18%
in each of 2016 and 2015, and 31% in 2014, respectively, of our total long-lived assets. See Note 2, Summary of
Significant Accounting Policies, in our Notes to Consolidated Financial Statements in this Annual Report on Form
10-K regarding total property and equipment located in foreign countries.
Manufacturing
We contract with three foundries for the manufacture of the vast majority of our silicon wafers: (1) ROHM
Lapis Semiconductor Co., Ltd., or Lapis, (formerly OKI Electric Industry), (2) Seiko Epson Corporation, or Epson,
(3) X-FAB Semiconductor Foundries AG, or X-FAB. These contractors manufacture wafers using our proprietary
high-voltage process technologies at fabrication facilities located in Japan, Germany and the United States.
Our IC products are assembled and packaged by independent subcontractors in China, Malaysia, Thailand
and the Philippines. Our ICs are tested predominantly at the facilities of our packaging subcontractors in Asia and,
to a small extent, at our headquarters facility in San Jose, California. Our IGBT-driver boards are assembled by
an independent subcontractor in Sri Lanka and tested at our facility in Switzerland.
Our fabless manufacturing model enables us to focus on our engineering and design strengths, minimize
capital expenditures and still have access to high-volume manufacturing capacity. We utilize both proprietary and
standard IC packages for assembly. Some of the materials used in our packages and aspects of assembly are specific
to our products. We require our assembly manufacturers to use high-voltage molding compounds which are more
difficult to process than industry standard molding compounds. We work closely with our contractors on a
continuous basis to maintain and improve our manufacturing processes.
Our proprietary high-voltage processes do not require leading-edge geometries for them to be cost-
effective, and can therefore use our foundries’ older, low-cost facilities for wafer manufacturing. However, because
of our highly sensitive high-voltage process, we must interact closely with our foundries to achieve satisfactory
yields. Our wafer supply agreements with Lapis, Epson and X-FAB expire in April 2018, December 2025 and
December 2020, respectively. Under the terms of the Lapis agreement, Lapis has agreed to reserve a specified
amount of production capacity and to sell wafers to us at fixed prices, which are subject to periodic review jointly
by Lapis and us. In addition, Lapis requires us to supply them with a rolling six-month forecast on a monthly basis.
Our agreement with Lapis provides for the purchase of wafers in U.S. dollars, with mutual sharing of the impact
of the fluctuations in the exchange rate between the Japanese yen and the U.S. dollar. Under the terms of the Epson
agreement, Epson has agreed to reserve a specified amount of production capacity and to sell wafers to us at fixed
prices, which are subject to periodic review jointly by Epson and us. The agreement with Epson also requires us
to supply rolling six-month forecasts on a monthly basis, to provide for the purchase of wafers in U.S. dollars and
to share the impact of the exchange rate fluctuation between the Japanese yen and the U.S. dollar. Under the terms
of the X-FAB agreement, X-FAB has agreed to reserve a specified amount of production capacity and to sell wafers
to us at fixed prices, which are subject to periodic review jointly by X-FAB and us. The agreement with X-FAB
also requires us to supply them with rolling six-month forecasts on a monthly basis. Our purchases of wafers from
X-FAB are denominated in U.S. dollars.
11
Although some aspects of our relationships with Lapis, Epson and X-FAB are contractual, some important
aspects of these relationships are not written in binding contracts and depend on the suppliers' continued cooperation.
We cannot assure that we will continue to work successfully with Lapis, Epson or X-FAB in the future, that they
will continue to provide us with sufficient capacity at their foundries to meet our needs, or that any of them will
not seek an early termination of their wafer supply agreement with us. Our operating results could suffer in the
event of a supply disruption with one or more of our foundries if we were unable to quickly qualify alternative
manufacturing sources for existing or new products or if these sources were unable to produce wafers with acceptable
manufacturing yields.
We typically receive shipments from our foundries approximately four to six weeks after placing orders,
and lead times for new products can be substantially longer. To provide sufficient time for assembly, testing and
finishing, we typically need to receive wafers four weeks before the desired ship date to our customers. As a result
of these factors and the fact that customers’ orders can be placed with little advance notice, we have only a limited
ability to react to fluctuations in demand for our products. We try to carry a substantial amount of wafer and
finished-goods inventory to help offset these risks and to better serve our markets and meet customer demand.
Competition
Competing alternatives to our high-voltage ICs for the power-supply market include monolithic and hybrid
ICs from companies such as Fairchild Semiconductor (recently acquired by ON Semiconductor),
STMicroelectronics, Infineon, ON Semiconductor and Sanken Electric Company, as well as PWM-controller chips
paired with discrete high-voltage bipolar transistors and MOSFETs; such controller chips are produced by a large
number of vendors, including those listed above as well as such companies as NXP Semiconductors, Diodes Inc.,
On-Bright Electronics and Dialog Semiconductor. Self-oscillating switchers, built with discrete components
supplied by numerous vendors, are also commonly used. For some applications, line-frequency transformers are
also a competing alternative to designs utilizing our products. Our IGBT-driver products compete with alternatives
from such companies as Avago, Infineon and Semikron, as well as driver circuits made up of discrete devices.
Generally, our products enable customers to design power converters with total bill-of-materials (BOM)
costs similar to those of competing alternatives. As a result, the value of our products is influenced by the prices
of discrete components, which fluctuate in relation to market demand, raw-material prices and other factors, but
have generally decreased over time.
While we vary the pricing of our ICs in response to fluctuations in prices of alternative solutions, we also
compete based on a variety of other factors. Most importantly, the highly integrated nature of our products enables
designs that utilize fewer total components than comparable discrete designs or designs using other integrated or
hybrid products. This enables power converters to be designed more quickly and manufactured more efficiently
and reliably than competing designs. We also compete on the basis of product functionality such as safety features
and energy-efficiency features and on the basis of the technical support we provide to our customers. This support
includes hands-on design assistance as well as a range of design tools and documentation such as software and
reference designs. We also believe that our record of product quality and history of delivering products to our
customers on a timely basis serve as additional competitive advantages.
Warranty
We generally warrant that our products will substantially conform to the published specifications for 12
months from the date of shipment. Under the terms of our purchase orders, our liability is limited generally to
either a credit equal to the purchase price or replacement of the defective part.
12
Employees
As of December 31, 2016, we employed 626 full-time personnel, consisting of 86 in manufacturing, 214
in research and development, 273 in sales, marketing and applications support, and 53 in finance and administration.
Investor Information
We make available, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-
Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act as soon as reasonably practicable after filing this material electronically or otherwise
furnishing it to the SEC. Investors may obtain free electronic copies or request paper copies of these reports via
the “For Investors” section of our website, www.power.com. Our website address is provided solely for
informational purposes. We do not intend, by this reference, that our website should be deemed to be part of this
Annual Report. The reports filed with the SEC are also available at www.sec.gov.
Our corporate governance guidelines, the charters of our board committees, and our code of business
conduct and ethics, including ethics provisions that apply to our principal executive officer, principal financial
officer, controller and senior financial officers, are also available via the investor website listed above. These items
are also available in print to any stockholder who requests them by calling (408) 414-9200.
Power Integrations, Inc. was incorporated in California on March 25, 1988, and reincorporated in Delaware
in December 1997.
Executive Officers of the Registrant
As of January 31, 2017, our executive officers, who are appointed by and serve at the discretion of the
board of directors, were as follows:
Name
Balu Balakrishnan
Douglas Bailey
Radu Barsan
David “Mike” Matthews
Sandeep Nayyar
Ben Sutherland
Raja Petrakian
Clifford Walker
Position With Power Integrations
President, Chief Executive Officer and Director . . . . . . . . . . . . . . . .
Vice President, Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Product Development . . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Finance and Chief Financial Officer . . . . . . . . . . . . .
Vice President, Worldwide Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Corporate Development. . . . . . . . . . . . . . . . . . . . . . .
Age
62
50
64
52
57
45
52
65
Balu Balakrishnan has served as president and chief executive officer and as a director of Power
Integrations since January 2002. He served as president and chief operating officer from April 2001 to January
2002. From January 2000 to April 2001, he was vice president of engineering and strategic marketing. From
September 1997 to January 2000, he was vice president of engineering and new business development. From
September 1994 to September 1997, Mr. Balakrishnan served as vice president of engineering and marketing. Prior
to joining Power Integrations in 1989, Mr. Balakrishnan was employed by National Semiconductor Corporation.
Douglas Bailey has served as our vice president of marketing since November 2004. From March 2001
to April 2004, he served as vice president of marketing at ChipX, a structured ASIC company. His earlier experience
includes serving as business management and marketing consultant for Sapiential Prime, Inc., director of sales
and business unit manager for 8x8, Inc., and serving in application engineering management for IIT, Inc. and design
engineering roles with LSI Logic, Inmos, Ltd. and Marconi.
13
Radu Barsan has served as our vice president of technology since January 2013, leading our foundry
engineering, technology development and quality organizations. Prior to joining Power Integrations, Mr. Barsan
served as chairman and CEO at Redfern Integrated Optics, Inc., a supplier of single frequency narrow linewidth
lasers, modules, and subsystems, from 2001 to 2013, where he was responsible for overseeing the operations of
Redfern Integrated Optics. Previously, he served in a succession of engineering-management and technology-
development roles at Phaethon Communications, Inc., a photonics technology company, Cirrus Logic, Inc., a high-
precision analog and digital signal processing company, Advanced Micro Devices, a semiconductor design
company, Cypress Semiconductor, Inc., a semiconductor company and Microelectronica a distributor of electronic
components. Mr. Barsan has more than 30 years of commercial experience in semiconductor and optical components
development, engineering and operations.
Mike Matthews has served as our vice president of product development since August 2012. Mr. Matthews
joined Power Integrations in 1992, managing our European application-engineering group and then our European
sales organization as managing director of Power Integrations (Europe). He has led our product-definition team
since 2000, serving as director of strategic marketing prior to assuming his current role. Prior to joining Power
Integrations, Mr. Matthews worked at several electric motor-drive companies and then at Siliconix, a semiconductor
company, as a motor-control applications specialist.
Sandeep Nayyar has served as our vice president and chief financial officer since June 2010. Previously
Mr. Nayyar served as vice president of finance at Applied Biosystems, Inc., a developer and manufacturer of life-
sciences products, from 2002 to 2009. Mr. Nayyar was a member of the executive team with world-wide
responsibilities for finance. From 1990 to 2001, Mr. Nayyar served in a succession of financial roles including
vice president of finance at Quantum Corporation, a computer storage company. Mr. Nayyar also worked for five
years in the public-accounting field at Ernst & Young LLP. Mr. Nayyar is a Certified Public Accountant, Chartered
Accountant and has a Bachelor of Commerce from the University of Delhi, India.
Ben Sutherland has served as our vice president, worldwide sales since July 2011. Mr. Sutherland joined
our company in May 2000 as a member of our sales organization in Europe. From May 2000 to July 2011, Mr.
Sutherland served in various sales positions responsible primarily for our international sales, and more recently
for domestic sales. From 1997 to 2000, Mr. Sutherland served in various product marketing and sales roles at
Vishay Intertechnology, Inc., a manufacturer and supplier of discrete semiconductors and passive electronic
components.
Raja Petrakian has served as vice president of operations since May 2015. From 1995 to 2015, Dr.
Petrakian served in a succession of roles in operations and supply chain management, most recently as senior vice
president of worldwide operations, at Xilinx Inc. where he was responsible for manufacturing, supply chain
management (fabrication through delivery), customer service, supplier relationships, purchasing, import/export
compliance, new product introduction operations, and logistics. Prior to joining Xilinx he was a research staff
member at the IBM T.J. Watson Research Center.
Clifford Walker has served as our vice president, corporate development since June 1995. From September
1994 to June 1995, Mr. Walker served as vice president of Reach Software Corporation, a software company. From
December 1993 to September 1994, Mr. Walker served as president of Morgan Walker International, a consulting
company.
Item 1A. Risk Factors.
In addition to the other information in this report, the following factors should be considered carefully
in evaluating our business before purchasing shares of our stock.
Our operating results are volatile and difficult to predict. If we fail to meet the expectations of public
market analysts or investors, the market price of our common stock may decrease significantly. Our net revenues
14
and operating results have varied significantly in the past, are difficult to forecast, are subject to numerous factors
both within and outside of our control, and may fluctuate significantly in the future. As a result, our operating
results could fall below the expectations of public market analysts or investors. If that occurs, the price of our stock
may decline.
Some of the factors that could affect our operating results include the following:
the demand for our products declining in the major end markets we serve, which may occur due to
competitive factors, supply-chain fluctuations or changes in macroeconomic conditions;
our products are sold through distributors, which limits our direct interaction with our end customers,
which reduces our ability to forecast sales and increases the complexity of our business;
the volume and timing of delivery of orders placed by us with our wafer foundries and assembly
subcontractors, and their ability to procure materials;
competitive pressures on selling prices;
the ability of our products to penetrate additional markets;
the volume and timing of orders received from customers;
the inability to adequately protect or enforce our intellectual property rights;
reliance on international sales activities for a substantial portion of our net revenues;
fluctuations in exchange rates, particularly the exchange rate between the U.S. dollar and the Japanese
yen, the Euro and the Swiss franc;
expenses we are required to incur (or choose to incur) in connection with our intellectual property
litigations;
our ability to develop and bring to market new products and technologies on a timely basis;
earthquakes, terrorists acts or other disasters;
continued impact of changes in securities laws and regulations, including potential risks resulting from
our evaluation of our internal controls over financial reporting;
the lengthy timing of our sales cycle;
undetected defects and failures in meeting the exact specifications required by our products;
audits by the Internal Revenue Service, and potential future changes in tax laws may increase the amount
of taxes we are required to pay;
our ability to attract and retain qualified personnel;
risks associated with acquisitions and strategic investments;
our ability to successfully integrate, or realize the expected benefits from, our acquisitions;
changes in environmental laws and regulations, including with respect to energy consumption and climate
change;
interruptions in our information technology systems; and
uncertainties arising out of economic consequences of current and potential military actions or terrorist
activities and associated political instability.
•
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If demand for our products declines in our major end markets, our net revenues will decrease. A limited
number of applications of our products, such as cellphone chargers, LED lights, desktop PCs and consumer
15
appliances make up a significant percentage of our net revenues. We expect that a significant level of our net
revenues and operating results will continue to be dependent upon these applications in the near term. The demand
for these products has been highly cyclical and has been impacted by economic downturns in the past. Any economic
slowdown in the end markets that we serve could cause a slowdown in demand for our ICs. When our customers
are not successful in maintaining high levels of demand for their products, their demand for our ICs decreases,
which adversely affects our operating results. Any significant downturn in demand in these markets would cause
our net revenues to decline and could cause the price of our stock to fall.
Our products are sold through distributors, which limits our direct interaction with our end customers,
therefore reducing our ability to forecast sales and increasing the complexity of our business. Sales to distributors
accounted for approximately 75% of net revenues in each of the years ended December 31, 2016, 2015 and 2014.
Selling through distributors reduces our ability to forecast sales and increases the complexity of our business,
requiring us to:
• manage a more complex supply chain;
• monitor the level of inventory of our products at each distributor, and
• monitor the financial condition and credit-worthiness of our distributors, many of which are located outside
of the United States and not publicly traded.
Since we have limited ability to forecast inventory levels at our end customers, it is possible that there
may be significant build-up of inventories in the distributor channel, with the OEM or the OEM’s contract
manufacturer. Such a buildup could result in a slowdown in orders, requests for returns from customers, or requests
to move out planned shipments. This could adversely impact our revenues and profits. Any failure to manage these
complexities could disrupt or reduce sales of our products and unfavorably impact our financial results.
We depend on third-party suppliers to provide us with wafers for our products and if they fail to provide
us sufficient quantities of wafers, our business may suffer. Our primary supply arrangements for the production of
wafers are with Epson, Lapis, and X-FAB. Our contracts with these suppliers expire on varying dates, with the
earliest to expire in April 2018. Although some aspects of our relationships with Lapis, X-FAB and Epson are
contractual, many important aspects of these relationships depend on their continued cooperation. We cannot assure
that we will continue to work successfully with Epson, Lapis and X-FAB in the future, and that the wafer foundries’
capacity will meet our needs. Additionally, one or more of these wafer foundries could seek an early termination
of our wafer supply agreements. Any serious disruption in the supply of wafers from Epson, Lapis and X-FAB
could harm our business. We estimate that it would take 12 to 24 months from the time we identified an alternate
manufacturing source to produce wafers with acceptable manufacturing yields in sufficient quantities to meet our
needs.
Although we provide our foundries with rolling forecasts of our production requirements, their ability to
provide wafers to us is ultimately limited by the available capacity of the wafer foundry. Any reduction in wafer
foundry capacity available to us could require us to pay amounts in excess of contracted or anticipated amounts
for wafer deliveries or require us to make other concessions to meet our customers’ requirements, or may limit our
ability to meet demand for our products. Further, to the extent demand for our products exceeds wafer foundry
capacity, this could inhibit us from expanding our business and harm relationships with our customers. Any of
these concessions or limitations could harm our business.
If our third-party suppliers and independent subcontractors do not produce our wafers and assemble our
finished products at acceptable yields, our net revenues may decline. We depend on independent foundries to
produce wafers, and independent subcontractors to assemble and test finished products, at acceptable yields and
to deliver them to us in a timely manner. The failure of the foundries to supply us wafers at acceptable yields could
prevent us from selling our products to our customers and would likely cause a decline in our net revenues and
gross margin. In addition, our IC assembly process requires our manufacturers to use a high-voltage molding
16
compound that has been available from only a few suppliers. These compounds and their specified processing
conditions require a more exacting level of process control than normally required for standard IC packages.
Unavailability of assembly materials or problems with the assembly process can materially and adversely affect
yields, timely delivery and cost to manufacture. We may not be able to maintain acceptable yields in the future.
In addition, if prices for commodities used in our products increase significantly, raw material costs would
increase for our suppliers which could result in an increase in the prices our suppliers charge us. To the extent we
are not able to pass these costs on to our customers; this would have an adverse effect on our gross margins.
Intense competition in the high-voltage power supply industry may lead to a decrease in our average
selling price and reduced sales volume of our products. The high-voltage power supply industry is intensely
competitive and characterized by significant price sensitivity. Our products face competition from alternative
technologies, such as linear transformers, discrete switcher power supplies, and other integrated and hybrid
solutions. If the price of competing solutions decreases significantly, the cost effectiveness of our products will be
adversely affected. If power requirements for applications in which our products are currently utilized go outside
the cost-effective range of our products, some of these alternative technologies can be used more cost effectively.
In addition, as our patents expire, our competitors could legally begin using the technology covered by the expired
patents in their products, potentially increasing the performance of their products and/or decreasing the cost of
their products, which may enable our competitors to compete more effectively. Our current patents may or may
not inhibit our competitors from getting any benefit from an expired patent. Our U.S. patents have expiration dates
ranging from 2017 to 2037. We cannot assure that our products will continue to compete favorably or that we will
be successful in the face of increasing competition from new products and enhancements introduced by existing
competitors or new companies entering this market. We believe our failure to compete successfully in the high-
voltage power supply business, including our ability to introduce new products with higher average selling prices,
would materially harm our operating results.
If our products do not penetrate additional markets, our business will not grow as we expect. We believe
that our future success depends in part upon our ability to penetrate additional markets for our products. We cannot
assure that we will be able to overcome the marketing or technological challenges necessary to penetrate additional
markets. To the extent that a competitor penetrates additional markets before we do, or takes market share from
us in our existing markets, our net revenues and financial condition could be materially adversely affected.
We do not have long-term contracts with any of our customers and if they fail to place, or if they cancel
or reschedule orders for our products, our operating results and our business may suffer. Our business is
characterized by short-term customer orders and shipment schedules, and the ordering patterns of some of our
large customers have been unpredictable in the past and will likely remain unpredictable in the future. Not only
does the volume of units ordered by particular customers vary substantially from period to period, but also purchase
orders received from particular customers often vary substantially from early oral estimates provided by those
customers for planning purposes. In addition, customer orders can be canceled or rescheduled without significant
penalty to the customer. In the past, we have experienced customer cancellations of substantial orders for reasons
beyond our control, and significant cancellations could occur again at any time. Also, a relatively small number
of distributors, OEMs and merchant power supply manufacturers account for a significant portion of our revenues.
Specifically, our top ten customers, including distributors, accounted for 60% of our net revenues in each of the
years ended December 31, 2016 and 2015. However, a significant portion of these revenues are attributable to
sales of our products through distributors of electronic components. These distributors sell our products to a broad,
diverse range of end users, including OEMs and merchant power supply manufacturers, which mitigates the risk
of customer concentration to a large degree.
If we are unable to adequately protect or enforce our intellectual property rights, we could lose market
share, incur costly litigation expenses, suffer incremental price erosion or lose valuable assets, any of which could
harm our operations and negatively impact our profitability. Our success depends upon our ability to continue our
technological innovation and protect our intellectual property, including patents, trade secrets, copyrights and
17
know-how. We are currently engaged in litigation to enforce our intellectual property rights, and associated expenses
have been, and are expected to remain, material and have adversely affected our operating results. We cannot assure
that the steps we have taken to protect our intellectual property will be adequate to prevent misappropriation, or
that others will not develop competitive technologies or products. From time to time, we have received, and we
may receive in the future, communications alleging possible infringement of patents or other intellectual property
rights of others. Costly litigation may be necessary to enforce our intellectual property rights or to defend us against
claimed infringement. The failure to obtain necessary licenses and other rights, and/or litigation arising out of
infringement claims could cause us to lose market share and harm our business.
As our patents expire, we will lose intellectual property protection previously afforded by those patents.
Additionally, the laws of some foreign countries in which our technology is or may in the future be licensed may
not protect our intellectual property rights to the same extent as the laws of the United States, thus limiting the
protections applicable to our technology.
Our international sales activities account for a substantial portion of our net revenues, which subjects
us to substantial risks. Sales to customers outside of the United States of America account for, and have accounted
for a large portion of our net revenues, including approximately 96% and 95% of our net revenues for the years
ended December 31, 2016, and 2015, respectively. If our international sales declined and we were unable to increase
domestic sales, our revenues would decline and our operating results would be harmed. International sales involve
a number of risks to us, including:
•
•
•
•
•
•
potential insolvency of international distributors and representatives;
reduced protection for intellectual property rights in some countries;
the impact of recessionary environments in economies outside the United States;
tariffs and other trade barriers and restrictions;
the burdens of complying with a variety of foreign and applicable U.S. Federal and state laws; and
foreign-currency exchange risk.
Our failure to adequately address these risks could reduce our international sales and materially and
adversely affect our operating results. Furthermore, because substantially all of our foreign sales are denominated
in U.S. dollars, increases in the value of the dollar cause the price of our products in foreign markets to rise, making
our products more expensive relative to competing products priced in local currencies.
Fluctuations in exchange rates, particularly the exchange rate between the U.S. dollar and the Japanese
yen, Swiss franc and euro, may impact our gross margin and net income. Our exchange rate risk related to the
Japanese yen includes two of our major suppliers, Epson and Lapis, with which we have wafer supply agreements
based in U.S. dollars; however, these agreements also allow for mutual sharing of the impact of the exchange rate
fluctuation between Japanese yen and the U.S. dollar. Each year, our management and these suppliers review and
negotiate pricing; the negotiated pricing is denominated in U.S. dollars but is subject to contractual exchange rate
provisions. The fluctuation in the exchange rate is shared equally between Power Integrations and each of these
suppliers. We maintain cash denominated in Swiss francs and euros to fund the operations of our Swiss subsidiary.
The functional currency of our Swiss subsidiary is the U.S. dollar; gains and losses arising from the re-measurement
of non-functional currency balances are recorded in other income in our consolidated statements of income, and
material unfavorable exchange-rate fluctuations with the Swiss franc could negatively impact our net income.
If we do not prevail in our litigation, we will have expended significant financial resources, potentially
without any benefit, and may also suffer the loss of rights to use some technologies. We are currently involved in
a number of patent litigation matters and the outcome of the litigation is uncertain. See Note 10, Legal Proceedings
and Contingencies, in our Notes to Consolidated Financial Statements included in this Annual Report on Form
10-K. For example, in one of our patent suits the infringing company has been found to infringe four of our patents.
18
Despite the favorable court finding, the infringing party filed an appeal to the damages awarded. In another matter,
we are being sued in an ongoing case for patent infringement. Should we ultimately be determined to be infringing
another party’s patents, or if an injunction is issued against us while litigation is pending on those claims, such
result could have an adverse impact on our ability to sell products found to be infringing, either directly or
indirectly. In the event of an adverse outcome, we may be required to pay substantial damages, stop our manufacture,
use, sale, or importation of infringing products, or obtain licenses to the intellectual property we are found to have
infringed. We have also incurred, and expect to continue to incur, significant legal costs in conducting these lawsuits,
including the appeal of the case we won, and our involvement in this litigation and any future intellectual property
litigation could adversely affect sales and divert the efforts and attention of our technical and management personnel,
whether or not such litigation is resolved in our favor. Thus, even if we are successful in these lawsuits, the benefits
of this success may fail to outweigh the significant legal costs we will have incurred.
If our efforts to enhance existing products and introduce new products are not successful, we may not be
able to generate demand for our products. Our success depends in significant part upon our ability to develop new
ICs for high-voltage power conversion for existing and new markets, to introduce these products in a timely manner
and to have these products selected for design into products of leading manufacturers. New product introduction
schedules are subject to the risks and uncertainties that typically accompany development and delivery of complex
technologies to the market place, including product development delays and defects. If we fail to develop and sell
new products in a timely manner then our net revenues could decline.
In addition, we cannot be sure that we will be able to adjust to changing market demands as quickly and
cost-effectively as necessary to compete successfully. Furthermore, we cannot assure that we will be able to
introduce new products in a timely and cost-effective manner or in sufficient quantities to meet customer demand
or that these products will achieve market acceptance. Our failure, or our customers’ failure, to develop and introduce
new products successfully and in a timely manner would harm our business. In addition, customers may defer or
return orders for existing products in response to the introduction of new products. When a potential liability exists
we will maintain reserves for customer returns, however we cannot assure that these reserves will be adequate.
In the event of an earthquake, terrorist act or other disaster, our operations may be interrupted and our
business would be harmed. Our principal executive offices and operating facilities are situated near San Francisco,
California, and most of our major suppliers, which are wafer foundries and assembly houses, are located in areas
that have been subject to severe earthquakes, such as Japan. Many of our suppliers are also susceptible to other
disasters such as tropical storms, typhoons or tsunamis. In the event of a disaster, such as the earthquake and
tsunami in Japan, we or one or more of our major suppliers may be temporarily unable to continue operations and
may suffer significant property damage. Any interruption in our ability or that of our major suppliers to continue
operations could delay the development and shipment of our products and have a substantial negative impact on
our financial results.
Securities laws and regulations, including potential risk resulting from our evaluation of internal controls
over financial reporting, will continue to impact our results. Complying with the requirements of the federal
securities laws and NASDAQ’s conditions for continued listing have imposed significant legal and financial
compliance costs, and are expected to continue to impose significant costs and management burden on us. These
rules and regulations also may make it more expensive for us to obtain director and officer liability insurance, and
we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules
and regulations could also make it more difficult for us to attract and retain qualified executive officers and members
of our board of directors, particularly qualified members to serve on our audit committee. Further, the rules and
regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which became effective in
2011, may impose significant costs and management burden on us.
Additionally, because these laws, regulations and standards are expected to be subject to varying
interpretations, their application in practice may evolve over time as new guidance becomes available. This
19
evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by
ongoing revisions to our disclosure and governance practices.
Because the sales cycle for our products can be lengthy, we may incur substantial expenses before we
generate significant revenues, if any. Our products are generally incorporated into a customer’s products at the
design stage. However, customer decisions to use our products, commonly referred to as design wins, can often
require us to expend significant research and development and sales and marketing resources without any assurance
of success. These significant research and development and sales and marketing resources often precede volume
sales, if any, by a year or more. The value of any design win will largely depend upon the commercial success of
the customer’s product. We cannot assure that we will continue to achieve design wins or that any design win will
result in future revenues. If a customer decides at the design stage not to incorporate our products into its product,
we may not have another opportunity for a design win with respect to that product for many months or years.
Our products must meet exacting specifications, and undetected defects and failures may occur which
may cause customers to return or stop buying our products. Our customers generally establish demanding
specifications for quality, performance and reliability, and our products must meet these specifications. ICs as
complex as those we sell often encounter development delays and may contain undetected defects or failures when
first introduced or after commencement of commercial shipments. We have from time to time in the past experienced
product quality, performance or reliability problems. If defects and failures occur in our products, we could
experience lost revenue, increased costs, including warranty expense and costs associated with customer support
and customer expenses, delays in or cancellations or rescheduling of orders or shipments and product returns or
discounts, any of which would harm our operating results.
Audits of our tax returns and potential future changes in tax laws may increase the amount of taxes we
are required to pay. Our operations are subject to income and transaction taxes in the United States and in multiple
foreign jurisdictions and to review or audit by the U.S. Internal Revenue Service (IRS) and state, local and foreign
tax authorities. In addition, the United States, countries in Asia and other countries where we do business have
been considering changes in relevant tax, accounting and other laws, regulations and interpretations, including
changes to tax laws applicable to multinational companies. These potential changes could adversely affect our
effective tax rates or result in other costs to us.
We must attract and retain qualified personnel to be successful and competition for qualified personnel
is intense in our market. Our success depends to a significant extent upon the continued service of our executive
officers and other key management and technical personnel, and on our ability to continue to attract, retain and
motivate qualified personnel, such as experienced analog design engineers and systems applications engineers.
The competition for these employees is intense, particularly in Silicon Valley. The loss of the services of one or
more of our engineers, executive officers or other key personnel could harm our business. In addition, if one or
more of these individuals leaves our employ, and we are unable to quickly and efficiently replace those individuals
with qualified personnel who can smoothly transition into their new roles, our business may suffer. We do not have
long-term employment contracts with, and we do not have in place key person life insurance policies on, any of
our employees.
We are exposed to risks associated with acquisitions and strategic investments. We have made, and in the
future intend to make, acquisitions of, and investments in, companies, technologies or products in existing, related
or new markets. Acquisitions involve numerous risks, including but not limited to:
•
•
inability to realize anticipated benefits, which may occur due to any of the reasons described below, or
for other unanticipated reasons;
the risk of litigation or disputes with customers, suppliers, partners or stockholders of an acquisition target
arising from a proposed or completed transaction;
20
•
•
impairment of acquired intangible assets and goodwill as a result of changing business conditions,
technological advancements or worse-than-expected performance, which would adversely affect our
financial results; and
unknown, underestimated and/or undisclosed commitments, liabilities or issues not discovered in our due
diligence of such transactions.
We also in the future may have strategic relationships with other companies, which may decline in value
and/or not meet desired objectives. The success of these strategic relationships depends on various factors over
which we may have limited or no control and requires ongoing and effective cooperation with strategic partners.
Moreover, these relationships are often illiquid, such that it may be difficult or impossible for us to monetize such
relationships.
Our inability to successfully integrate, or realize the expected benefits from, our acquisitions could
adversely affect our results. We have made, and in the future intend to make, acquisitions of other businesses and
with these acquisitions there is a risk that integration difficulties may cause us not to realize expected benefits.
The success of the acquisitions could depend, in part, on our ability to realize the anticipated benefits and cost
savings (if any) from combining the businesses of the acquired companies and our business, which may take longer
to realize than expected.
Changes in environmental laws and regulations may increase our costs related to obsolete products in
our existing inventory. Changing environmental regulations and the timetable to implement them continue to
impact our customers’ demand for our products. As a result there could be an increase in our inventory obsolescence
costs for products manufactured prior to our customers’ adoption of new regulations. Currently we have limited
visibility into our customers’ strategies to implement these changing environmental regulations into their business.
The inability to accurately determine our customers’ strategies could increase our inventory costs related to
obsolescence.
Interruptions in our information technology systems could adversely affect our business. We rely on the
efficient and uninterrupted operation of complex information technology systems and networks to operate our
business. Any significant system or network disruption, including but not limited to new system implementations,
computer viruses, security breaches, or energy blackouts could have a material adverse impact on our operations,
sales and operating results. We have implemented measures to manage our risks related to such disruptions, but
such disruptions could still occur and negatively impact our operations and financial results. In addition, we may
incur additional costs to remedy any damages caused by these disruptions or security breaches.
Uncertainties arising out of economic consequences of current and potential military actions or terrorist
activities and associated political instability could adversely affect our business. Like other U.S. companies, our
business and operating results are subject to uncertainties arising out of economic consequences of current and
potential military actions or terrorist activities and associated political instability, and the impact of heightened
security concerns on domestic and international travel and commerce. These uncertainties could also lead to delays
or cancellations of customer orders, a general decrease in corporate spending or our inability to effectively market
and sell our products. Any of these results could substantially harm our business and results of operations, causing
a decrease in our revenues.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
We own our principal executive, administrative, manufacturing and technical offices which are located
in San Jose, California. We also own an R&D facility in New Jersey and a test facility in Biel, Switzerland. We
21
lease administrative office space in Singapore and Switzerland, R&D facilities in Canada and the United Kingdom
and a design center in Germany, in addition to sales offices in various countries around the world to accommodate
our sales force. We believe that our current facilities are sufficient for our Company; however, if headcount
increases above capacity we may need to lease additional space.
Item 3. Legal Proceedings.
Information with respect to this item may be found in Note 10, Legal Proceedings and Contingencies, in
our Notes to Consolidated Financial Statements included later in this Annual Report on Form 10-K, which
information is incorporated herein by reference.
Item 4. Mine Safety Disclosures.
Not applicable.
22
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
Our common stock trades on the NASDAQ Global Select Market under the symbol “POWI”. The
following table shows the high and low closing sales prices per share of our common stock as reported on the
NASDAQ Global Select Market for the periods indicated during which our common stock traded on the NASDAQ
Global Select Market.
Year Ended
December 31, 2016
Year Ended
December 31, 2015
High
Low
High
Low
First Quarter. . . . . . . . . . . . . . . . . . . . . . . . $
Second Quarter . . . . . . . . . . . . . . . . . . . . . $
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . $
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . $
49.75
54.36
63.03
69.55
$
$
$
$
41.63
45.04
48.91
61.97
$
$
$
$
57.52
53.48
44.67
52.74
$
$
$
$
50.00
44.97
36.26
41.00
As of January 31, 2017, there were approximately 38 stockholders of record. Because brokers and other
institutions hold many of our shares on behalf of stockholders, we are unable to estimate the total number of
stockholders represented by these record holders.
Dividends Declared Per Common Share
The following table presents the quarterly dividends declared on our common stock for the periods
indicated:
Year Ended
December 31,
2016
2015
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Third Quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.13
0.13
0.13
0.13
$
$
$
$
0.12
0.12
0.12
0.12
We paid a total of $15.1 million and $13.9 million in cash dividends during 2016 and 2015, respectively.
Issuer Purchases of Equity Securities
As of December 31, 2014 we had $23.7 million available to repurchase shares of our common stock under
previous authorizations by our board of directors. In each of July 2015 and October 2015, our board of directors
authorized the use of an additional $30.0 million for the repurchase of our common stock, with repurchases to be
executed according to pre-defined price/volume guidelines. In the year ended December 31, 2016, we purchased
146,000 shares for $6.4 million. As of December 31, 2016, we had $23.6 million available for future stock
repurchases. Authorization of future repurchase programs is at the discretion of the board of directors and will
depend on our financial condition, results of operations, capital requirements, business conditions as well as other
factors.
We did not repurchase any of our common stock during the fourth quarter of fiscal 2016.
23
Performance Graph (1)
The following graph shows the cumulative total stockholders return of an investment of $100 in cash on
December 31, 2011 through December 31, 2016 in our common stock, the NASDAQ Composite Index and the
NASDAQ Electronic Components Index and assuming that all dividends were reinvested. The stockholder return
shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any
predictions as to future stockholder returns.
Comparison of Cumulative Five Year Total Return
$300
$250
$200
$150
$100
$50
$0
12/31/11
12/31/12
12/31/13
12/31/14
12/31/15
12/31/16
Period Ending
Power Integrations, Inc
NASDAQ Composite
NASDAQ Electronic Components
Company/Index
Power Integrations, Inc. . . . . . . . . .
NASDAQ Composite . . . . . . . . . .
NASDAQ Electronic Components
_______________
12/31/11
12/31/12
12/31/13
12/31/14
12/31/15
12/31/16
100.00
100.00
100.00
101.92
116.41
99.13
170.44
165.47
142.52
159.27
188.69
186.42
151.19
200.32
183.01
212.99
216.54
236.19
(1) This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated
by reference in any filing of Power Integrations under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing.
24
Item 6. Selected Financial Data.
The following selected consolidated financial data should be read in conjunction with ‘’Management’s
Discussion and Analysis of Financial Condition and Results of Operations’’ and the consolidated financial
statements and the notes thereto included elsewhere in this Annual Report on Form 10-K to fully understand
factors that may affect the comparability of the information presented below. The selected consolidated statement
of income (loss) data for each of the years ended December 31, 2016, 2015 and 2014, and the consolidated balance
sheet data as of December 31, 2016 and 2015, are derived from our audited consolidated financial statements,
and accompanying notes, included in this Annual Report on Form 10-K. The selected consolidated statement of
income (loss) data for each of the years ended December 31, 2013 and 2012, and the consolidated balance sheet
data as of December 31, 2014, 2013 and 2012, are derived from our audited consolidated financial statements
which are not included in this report. Our historical results are not necessarily indicative of results for any future
period. In 2012, our net loss was affected by the impairment charges related our investment in SemiSouth
Laboratories, and from our settlement with the IRS related to the examination of our tax returns for the years
2003 through 2006. In 2012, we acquired CT Concept Technologie AG (Concept), a Swiss company. In 2015,
we acquired Cambridge Semiconductor Limited (CamSemi), a UK company (refer to Note 11, Acquisitions, in
our Notes to Consolidated Financial Statements in this Annual Report on Form 10-K, for details).
Consolidated Statement of Income (Loss) Data
Year Ended December 31,
(in thousands, except per share amounts)
Net revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income from operations . . . . . . . . . . . . . . . . . . . . . .
Provision for (benefit from) income taxes . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016
387,393
47,844
1,032
47,890
Earnings (loss) per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.66
1.62
Shares used in per share calculation:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend per share . . . . . . . . . . . . . . . . . . . . . . . . . . $
28,925
29,619
0.52
2015
343,989
38,993
271
39,147
1.35
1.32
29,001
29,696
0.48
$
$
$
$
$
2014
348,797
55,796
(2,730)
59,544
1.99
1.93
29,976
30,829
0.44
2013
347,089
54,066
(1,839)
57,266
1.95
1.88
29,421
30,420
0.32
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Consolidated Balance Sheet Data
(in thousands)
2016
Year Ended December 31,
2014
2013
2015
2012
305,370
11,352
13,622
(34,404)
(1.20)
(1.20)
28,636
28,636
0.20
2012
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $
62,134
$
90,092
$
60,708
$
92,928
$
63,394
Short-term marketable securities . . . . . . . . . . . . . . .
188,323
83,769
114,575
109,179
31,766
Cash, cash equivalents and short-term marketable
securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term liabilities. . . . . . . . . . . . . . . . . . . . . . . . .
250,457
258,649
555,338
7,380
173,861
188,410
487,537
6,925
175,283
210,752
493,663
7,827
202,107
227,004
501,421
14,317
95,160
124,297
399,130
17,514
Stockholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . $
488,105
$
428,619
$
430,676
$
436,686
$
341,049
25
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of our operations should be
read in conjunction with the consolidated financial statements and the notes to those statements included elsewhere
in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and
uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Form 10-
K. Our actual results could differ materially from those contained in these forward-looking statements due to a
number of factors, including those discussed in Part I, Item 1A “Risk Factors” and elsewhere in this report.
Business Overview
We design, develop and market analog and mixed-signal integrated circuits (ICs) and other electronic
components and circuitry used in high-voltage power conversion. Our products are used in power converters that
convert electricity from a high-voltage source (typically 48 volts or higher) to the type of power required for a
specified downstream use. In most cases, this conversion entails, among other functions, converting alternating
current (AC) to direct current (DC) or vice versa, reducing or increasing the voltage, and regulating the output
voltage and/or current according to the customer’s specifications.
A large percentage of our products are ICs used in AC-DC power supplies, which convert the high-voltage
AC from a wall outlet to the low-voltage DC required by most electronic devices. Power supplies incorporating
our products are used with all manner of electronic products including mobile phones, computers, entertainment
and networking equipment, appliances, electronic utility meters, industrial controls, and lights that utilize light-
emitting diodes (LEDs) rather than incandescent or fluorescent light sources.
We also offer high-voltage gate drivers - either standalone ICs or circuit boards containing ICs, electrical
isolation components and other circuitry - used to operate high-voltage switches such as insulated-gate bipolar
transistors (IGBTs). These combinations of switches and drivers are used for power conversion in high-power
applications (i.e., power levels ranging from a few kilowatts up to one gigawatt) such as industrial motors, solar-
and wind-power systems, electric vehicles and high-voltage DC transmission systems.
Our net revenues were $387.4 million, $344.0 million and $348.8 million in 2016, 2015 and 2014,
respectively. In 2016 revenues increased by $43.4 million due primarily to higher unit sales into the communications
end-market, largely as a result of the success of our InnoSwitch products in mobile-device chargers. In addition,
higher unit sales into the consumer market, particularly the consumer-appliance market, contributed to the increase
in 2016. The increase was partially offset by lower unit sales into the computer end-market, reflecting reduced
demand for power supplies for desktop computers. In 2015 revenues decreased by $4.8 million due primarily to
lower unit sales into the computer end-market, reflecting reduced demand for power supplies for desktop computers,
and the industrial end-market, reflecting a broad-based slowdown in demand from the industrial sector of the
economy. These reductions were partially offset by higher unit sales into the communications end-market, largely
as a result of the success of our InnoSwitch products in mobile-device chargers, and the effect of our acquisition
of Cambridge Semiconductor Limited (CamSemi), whose products are used primarily in the communications end-
market.
Our top ten customers, including distributors that resell to OEMs and merchant power supply
manufacturers, accounted for 60% of our net revenues in each of 2016 and 2015, and 59% in 2014. Our top two
customers, both distributors of our products, collectively accounted for approximately 29%, 31% and 28% of our
net revenues in 2016, 2015 and 2014, respectively. International sales made up approximately 96% of net revenues
in 2016 and 95% in each of 2015 and 2014.
Because our industry is intensely price-sensitive, our gross margin (gross profit divided by net revenues)
is subject to change based on the relative pricing of solutions that compete with ours. Variations in product mix,
end-market mix and customer mix can also cause our gross margin to fluctuate. Also, because we purchase a large
percentage of our silicon wafers from foundries located in Japan, our gross margin is influenced by fluctuations
26
in the exchange rate between the U.S. dollar and the Japanese yen. All else being equal, a 10% change in the value
of the U.S. dollar compared to the Japanese yen would eventually result in a corresponding change in our gross
margin of approximately 1.0%; this sensitivity may increase or decrease depending on the percentage of our wafer
supply that we purchase from Japanese suppliers. Also, although our wafer fabrication and assembly operations
are outsourced, as are most of our test operations, a portion of our production costs are fixed in nature. As a result,
our unit costs and gross profit margin are impacted by the volume of units we produce.
Our gross profit, defined as net revenues less cost of revenues, was $191.2 million, or 49% of net revenues,
in 2016, compared to $173.4 million, or 50% of net revenues in 2015, and $189.6 million, or 54% of net revenues,
in 2014. The decrease in gross margin in each of 2016 and 2015 was due primarily to a change in end-market mix,
with a greater percentage of revenues coming from lower-margin end-markets, particularly communications. In
addition, in 2015 we incurred higher period costs resulting from the amortization of intangibles and inventory
write-up related to our acquisition of CamSemi, which took place in the first quarter of 2015.
Total operating expenses in 2016, 2015 and 2014 were $143.3 million, $134.4 million and $133.8 million,
respectively. The increase in operating expenses in 2016 was due primarily to increased stock-based compensation
expense related to annual performance-based awards as a result of our financial performance in 2016 and the
expansion of headcount in support of our product-development efforts. Operating expenses increased in 2015
primarily due to the addition of employees in connection with our acquisition of CamSemi; the increase in headcount
caused a corresponding increase in salary and other employee-related expenses. Sales and marketing expenses
decreased due primarily to a decrease in amortization of intangible assets, as our Concept trade name was fully
amortized as of the second quarter of 2014, and lower advertising and promotional expenses in 2015.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles
generally accepted in the United States of America, or U.S. GAAP, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. On an ongoing basis, we evaluate our estimates, including those listed below. We base our
estimates on historical facts and various other assumptions that we believe to be reasonable at the time the estimates
are made. Actual results could differ from those estimates.
Our critical accounting policies are as follows:
•
•
•
•
•
•
revenue recognition;
stock-based compensation;
estimating write-downs for excess and obsolete inventory;
income taxes;
business combinations; and
goodwill and intangible assets.
Our critical accounting policies are important to the portrayal of our financial condition and results of
operations, and require us to make judgments and estimates about matters that are inherently uncertain. A brief
description of these critical accounting policies is set forth below. For more information regarding our accounting
policies, see Note 2, Summary of Significant Accounting Policies, in our Notes to Consolidated Financial Statements
in this Annual Report on Form 10-K.
Revenue recognition
Product revenues consist of sales to original equipment manufacturers, or OEMs, merchant power supply
manufacturers and distributors. Approximately 75% of our net product sales were made to distributors in 2016.
We apply the provisions of Accounting Standards Codification (ASC) 605-10, Revenue Recognition, and all related
27
appropriate guidance. Revenue is recognized when all of the following criteria have been met: (1) persuasive
evidence of an arrangement exists, (2) delivery has occurred, (3) the price is fixed or determinable, and
(4) collectability is reasonably assured. Customer purchase orders are generally used to determine the existence
of an arrangement. Delivery is considered to have occurred when title and risk of loss have transferred to our
customer. We evaluate whether the price is fixed or determinable based on the payment terms associated with the
transaction and whether the sales price is subject to refund or adjustment. With respect to collectability, we perform
credit checks for new customers and perform ongoing evaluations of our existing customers’ financial condition
and require letters of credit whenever deemed necessary.
Sales to international OEMs and merchant power supply manufacturers for shipments from our facility
outside of the United States are pursuant to EX Works, or EXW, shipping terms, meaning that title to the product
transfers to the customer upon shipment from our foreign warehouse. Sales to international OEM customers and
merchant power supply manufacturers that are shipped from our facility in California are pursuant to Delivered at
Frontier, or DAF, shipping terms. As such, title to the product passes to the customer when the shipment reaches
the destination country and revenue is recognized upon the arrival of the product in that country. Shipments to
OEMs and merchant power supply manufacturers in the Americas are pursuant to Free on Board, or FOB, point
of origin shipping terms meaning that title is passed to the customer upon shipment. Revenue is recognized upon
title transfer for sales to OEMs and merchant power supply manufacturers, assuming all other criteria for revenue
recognition are met.
Sales to most distributors are made under terms allowing certain price adjustments and rights of return
on our products held by the distributors. As a result of these rights, we defer the recognition of revenue and the
costs of revenues derived from sales to these distributors until our distributors report that they have sold our products
to their customers. Our recognition of such distributor sell-through is based on point of sales reports received from
the distributor, at which time the price is no longer subject to adjustment and is fixed, and the products are no
longer subject to return to us except pursuant to warranty terms. The gross profit that is deferred upon shipment
to the distributor is reflected as “deferred income on sales to distributors” in the accompanying consolidated balance
sheets. The total deferred revenue as of December 31, 2016 and 2015, was approximately $28.1 million and $25.7
million, respectively. The total deferred cost as of December 31, 2016 and 2015, was approximately $11.9 million
and $10.6 million, respectively.
Frequently, distributors need to sell at a price lower than the standard distribution price in order to win
business. At the time the distributor invoices its customer or soon thereafter, the distributor submits a “ship and
debit” price adjustment claim to us to adjust the distributor’s cost from the standard price to the pre-approved lower
price. After we verify that the claim was pre-approved, a credit memo is issued to the distributor for the ship and
debit claim. We maintain a reserve for these unprocessed claims and for estimated future ship and debit price
adjustments. The reserves appear as a reduction to accounts receivable and deferred income on sales to distributors
in our accompanying consolidated balance sheets. To the extent future ship and debit claims significantly exceed
amounts estimated, there could be a material impact on the deferred revenue and deferred margin ultimately
recognized. To evaluate the adequacy of our reserves, we analyze historical ship and debit payments and levels
of inventory in the distributor channels.
Sales to certain of our distributors are made under terms that do not include rights of return or price
concessions after the product is shipped to the distributor. Accordingly, product revenue is recognized upon
shipment and title transfer assuming all other revenue recognition criteria are met.
28
Stock-based compensation
We apply the provisions of ASC 718-10, Share-Based Payment. Under the provisions of ASC 718-10,
we recognize the fair value of stock-based compensation in our financial statements over the requisite service
period of the individual grants, which generally equals a four-year vesting period. We use estimates of volatility,
expected term, risk-free interest rate, dividend yield and forfeitures in determining the fair value of these awards
and the amount of compensation expense to recognize. Changes in the estimated forfeiture rate could result in
changes to our current compensation charges for historical grants.
For awards with performance conditions, we recognize compensation expense when it becomes probable
that the performance target will be achieved. A probability assessment is performed on a quarterly basis and requires
significant assumptions and estimates made by management related to the projected achievement of the performance
targets, which consist of a combination of net revenue, non-GAAP operating earnings and strategic goals. Changes
in the probability assessment of achieving the performance targets are accounted for in the period of change by
recording a cumulative catch-up adjustment as if the new estimate had been applied since the service inception
date. If the actual performance targets achieved differ significantly from those projected by management, additional
compensation expense may be recorded for the performance-based awards due to the cumulative catch-up
adjustment, which could have an adverse impact on our results of operations.
Estimating write-downs for excess and obsolete inventory
When evaluating the adequacy of our valuation adjustments for excess and obsolete inventory, we identify
excess and obsolete products and also analyze historical usage, forecasted production based on demand forecasts,
current economic trends and historical write-offs. This write-down is reflected as a reduction to inventory in the
consolidated balance sheets and an increase in cost of revenues. If actual market conditions are less favorable than
our assumptions, we may be required to take additional write-downs, which could adversely impact our cost of
revenues and operating results.
Income taxes
Income tax expense is an estimate of current income taxes payable or refundable in the current fiscal year
based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences
and carry-forwards that are recognized for financial reporting and income tax purposes.
We account for income taxes under the provisions of ASC 740, Income Taxes. Under the provisions of
ASC 740, deferred tax assets and liabilities are recognized based on the differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. We recognize valuation allowances to reduce any deferred tax assets to the amount that we estimate will
more likely than not be realized based on available evidence and management’s judgment. We limit the deferred
tax assets recognized related to some of our officers’ compensation to amounts that we estimate will be deductible
in future periods based upon Internal Revenue Code Section 162(m). In the event that we determine, based on
available evidence and management judgment, that all or part of the net deferred tax assets will not be realized in
the future, we would record a valuation allowance in the period the determination is made. In addition, the calculation
of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex
tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material
impact on our results of operations and financial position.
As of December 31, 2016, we continue to maintain a valuation allowance on our California deferred tax
assets as we believe that it is not more likely than not that the deferred tax assets will be fully realized. We also
maintain a valuation allowance with respect to some of our deferred tax assets relating primarily to tax credits in
Canada and the state of New Jersey as well as Federal capital loss carryforwards.
29
Business combinations
The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed
based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair
value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated
to goodwill. We determine the estimated fair values after review and consideration of relevant information, including
discounted cash flows, quoted market prices and estimates made by management. We adjust the preliminary
purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition
closing date as we obtain more information as to facts and circumstances existing at the acquisition date impacting
asset valuations and liabilities assumed. Acquisition-related costs are recognized separately from the acquisition
and are expensed as incurred.
Goodwill and intangible assets
In accordance with ASC 350-10, Goodwill and Other Intangible Assets, we evaluate goodwill for
impairment on an annual basis, or as other indicators of impairment emerge. The provisions of ASC 350-10 require
that we perform a two-step impairment test. In the first step, we compare the implied fair value of our single
reporting unit to its carrying value, including goodwill. If the fair value of our reporting unit exceeds the carrying
amount no impairment adjustment is required. If the carrying amount of our reporting unit exceeds the fair value,
step two will be completed to measure the amount of goodwill impairment loss, if any exists. If the carrying value
of our single reporting unit’s goodwill exceeds its implied fair value, then we record an impairment loss equal to
the difference, but not in excess of the carrying amount of the goodwill. Under the amendments of ASC 350-10,
Accounting Standards Update (ASU) 2011-08, Testing Goodwill for Impairment, we have the option to first assess
qualitative factors to determine whether the existence of events or circumstances leads to a determination that it
is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, we elect this option
and after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair
value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary.
We have not elected this option to date. We evaluated goodwill for impairment in the fourth quarters of 2016 and
2015, and concluded that no impairment existed as of December 31, 2016, and December 31, 2015.
ASC 350-10 also requires that intangible assets with estimable useful lives be amortized over their
respective estimated useful lives, and reviewed for impairment in accordance with ASC 360-10, Accounting for
the Impairment or Disposal of Long-Lived Assets. We review long-lived assets, such as acquired intangibles and
property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying
amount 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. If the carrying amount of an asset exceeds its estimated future cash flows, we recognize an impairment charge
by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
30
Results of Operations
The following table sets forth statement of income data as a percentage of net revenues for the periods
indicated:
Year Ended December 31,
2015
2014
2016
Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses:
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . .
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for (benefit from) income taxes . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0%
50.7
49.3
16.1
12.4
8.5
37.0
12.3
0.3
12.6
0.2
12.4%
Comparison of Years Ended December 31, 2016, 2015 and 2014
100.0%
49.6
50.4
16.7
13.6
8.7
39.0
11.4
0.1
11.5
0.1
11.4%
100.0%
45.7
54.3
15.8
13.7
8.9
38.4
16.0
0.3
16.3
(0.8)
17.1%
Net revenues. Net revenues consist of revenues from product sales, which are calculated net of returns
and allowances. In 2016 revenues increased by $43.4 million due primarily to higher unit sales into the
communications end-market, largely as a result of the success of our InnoSwitch products in mobile-device chargers.
In addition, higher unit sales into the consumer market, particularly the consumer-appliance market, contributed
to the increase in 2016. The increase was partially offset by lower unit sales into the computer end-market, reflecting
reduced demand for power supplies for desktop computers. In 2015 revenue decreased by $4.8 million, due primarily
to lower unit sales into the computer end-market, reflecting reduced demand for power supplies for desktop
computers, and the industrial end-market, reflecting a broad-based slowdown in demand from the industrial sector
of the economy. These reductions were partially offset by higher unit sales into the communications end-market,
largely as a result of the success of our InnoSwitch products in mobile-device chargers and the effect of our
acquisition of CamSemi, whose products are used primarily in the communications end-market.
Our approximate net revenue mix by end-markets served in 2016, 2015 and 2014 is as follows:
End Market
Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2015
2014
2016
27%
6%
36%
31%
24%
7%
36%
33%
18%
10%
37%
35%
Sales to customers outside of the United States were $372.8 million in 2016, compared to $327.5 million
in 2015 and $332.8 million in 2014, representing approximately 96% of net revenues in 2016 and 95% in each of
2015 and 2014. Although power supplies using our products are designed and distributed worldwide, most of
these power supplies are manufactured by our customers in Asia. As a result, sales to this region accounted for
approximately 81% of our net revenues in 2016 and 80% in each of 2015 and 2014. We expect international sales
to continue to account for a large portion of our net revenues for the foreseeable future.
31
Distributors accounted for 75% of our net product sales for each of the years ended December 31, 2016,
2015 and 2014, with direct sales to OEMs and merchant power supply manufacturers accounting for the remainder
in each of the corresponding years. In each of 2016 and 2015 two distributors accounted for more than 10% of
revenues. In 2014 only one of these distributors accounted for more than 10% of revenues.
The following customers each accounted for 10% or more of net revenues during these years:
Customer
Avnet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Powertech Distribution Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2015
2014
2016
18%
11%
21%
10%
19%
*
_______________
* Total customer revenue was less than 10% of net revenues.
No other customers accounted for 10% or more of net revenues during these years.
Gross profit. Gross profit is net revenues less cost of revenues. Our cost of revenues consists primarily
of the purchase of wafers from our contracted foundries, the assembly, packaging and testing of our products by
sub-contractors, product testing performed in our own facility, overhead associated with the management of our
supply chain and the amortization of acquired intangible assets. Gross margin is gross profit divided by net revenues.
The table below compares gross profit and gross margin for the years ended December 31, 2016, 2015 and 2014:
(dollars in millions)
Gross profit . . . . . . . . . . . . . . . . . . . $
Gross margin . . . . . . . . . . . . . . . .
2016
Change
2015
Change
2014
191.2
49.3%
10.3% $
173.4
50.4%
(8.5)% $
189.6
54.3%
The decrease in gross margin in each of 2016 and 2015 was due primarily to a change in end-market mix,
with a greater percentage of revenue coming from lower-margin end-markets, particularly communications. In
addition, in 2015 we incurred higher period costs resulting from the amortization of intangibles and inventory
write-up related to our acquisition of CamSemi, which took place in the first quarter of 2015.
Research and development expenses. R&D expenses consist primarily of employee-related expenses
including stock-based compensation and expensed material and facility costs associated with the development of
new processes and new products. We also record R&D expenses for prototype wafers related to new products
until the products are released to production. The table below compares R&D expenses for the years ended
December 31, 2016, 2015 and 2014:
(dollars in millions)
R&D expenses . . . . . . . . . . . . . . . . $
Percentage of net revenues. . . . . .
2016
Change
2015
Change
2014
62.3
16.1%
8.3% $
57.5
16.7%
4.7% $
55.0
15.8%
R&D expenses increased in 2016 compared to 2015 primarily due to increased stock-based compensation
expense related to performance-based stock awards expected to vest as a result of our 2016 performance. The
expansion of headcount in support of our product-development efforts also contributed to the increase. R&D
expenses increased in 2015 as compared to 2014, driven primarily by the addition of employees in connection with
our acquisition of CamSemi; the increase in headcount caused a corresponding increase in salary and other
employee-related expenses.
32
Sales and marketing expenses. Sales and marketing expenses consist primarily of employee-related
expenses, including stock-based compensation, commissions to sales representatives, amortization of acquired
intangible assets and facilities expenses, including expenses associated with our regional sales and support offices.
The table below compares sales and marketing expenses for the years ended December 31, 2016, 2015 and 2014:
(dollars in millions)
Sales and marketing expenses. . . . . $
Percentage of net revenues. . . . . .
2016
48.0
12.4%
Year Ended December 31,
2015
Change
Change
2.6% $
46.8
13.6%
(2.1)% $
2014
47.8
13.7%
Sales and marketing expenses increased in 2016 compared to 2015 primarily due to increased stock-based
compensation expense related to performance-based stock awards expected to vest as a result of our 2016
performance. Higher bonus and sales commissions also contributed to the increase. Sales and marketing expenses
decreased in 2015 compared to 2014 due primarily to lower amortization of acquisition-related intangible assets,
as our Concept trade name was fully amortized in the second quarter of 2014, and also due to lower advertising
and promotional expenses in 2015.
General and administrative expenses. General and administrative, or G&A, expenses consist primarily
of employee-related expenses, including stock-based compensation expenses for administration, finance, human
resources and general management, as well as consulting, professional services, legal and auditing expenses. The
table below compares G&A expenses for the years ended December 31, 2016, 2015 and 2014:
(dollars in millions)
G&A expenses . . . . . . . . . . . . . . . . $
Percentage of net revenues. . . . . .
2016
33.0
8.5%
Change
10.0%
Year Ended December 31,
2015
Change
$
30.0
8.7%
(3.1)% $
2014
31.0
8.9%
G&A expenses increased in 2016 compared to 2015 due primarily to increased stock-based compensation
expense related to performance-based stock awards expected to vest as a result of our 2016 performance and due
to increased legal expenses as a result of higher fees in connection with our litigations with ON Semiconductor
which recently acquired Fairchild Semiconductor. G&A expenses decreased in 2015 compared to 2014 due
primarily to a decrease in patent litigation expenses and decreased outside service fees relating to our CamSemi
acquisition which was completed in January 2015. These decreases were partially offset by higher patent (non-
litigation) attorney fees.
Other income. Other income consists primarily of interest income earned on cash and cash equivalents,
marketable securities and other investments, and the impact of foreign exchange gains or losses. The table below
compares other income for the years ended December 31, 2016, 2015 and 2014:
(dollars in millions)
2016
Change
2015
Change
2014
Other income. . . . . . . . . . . . . . . . . . $
Percentage of net revenues. . . . . .
1.1
0.3%
153.6% $
0.4
0.1%
(58.3)% $
1.0
0.3%
Year Ended December 31,
Other income increased in 2016 due primarily to the unfavorable impact in 2015 of foreign currency
movements relative to the U.S. dollar and the related loss recognized from the remeasurement of monetary foreign
currency assets and liabilities of our Swiss subsidiary. Other income decreased in 2015 compared to 2014 due
primarily to the unfavorable impact of foreign currency movements relative to the U.S. dollar and the related loss
recognized from the remeasurement of monetary foreign currency assets and liabilities of our Swiss subsidiary.
33
Provision for (benefit from)income taxes. Provision for (benefit from) income taxes represents federal,
state and foreign taxes. The table below compares the provision for income taxes for the years ended December
31, 2016, 2015 and 2014:
(dollars in millions)
2016
Change
2015
Change
2014
Provision for (benefit from)
income taxes . . . . . . . . . . . . . . . . . $
Percentage of net revenues . . . . .
Effective tax rate. . . . . . . . . . . . .
1.0
0.2%
2.1%
280.8% $
(109.9)% $
0.3
0.1%
0.7%
(2.7)
(0.8)%
(4.8)%
Year Ended December 31,
In 2016 and 2015, our effective tax rate was impacted by the geographic distribution of our world-wide
earnings in lower tax jurisdictions and the federal R&D tax credit. The difference between the 2016 and 2015 tax
rate is due to additional foreign earnings brought back to the U.S. in 2016. In 2014, our effective tax rate was
impacted by an agreement reached with the United States Internal Revenue Service to conclude the examination
of our income tax returns for the years 2007 through 2009. The resolution of the audit resulted in a federal tax
benefit to us of $2.8 million; we also recorded a state tax benefit of $0.5 million. The one-time benefit included
the reversal of $4.1 million of related unrecognized tax benefits that had been recorded as non-current liabilities
in our consolidated balance sheets. Additionally, the rate was favorably impacted by federal research tax credits
for 2016, 2015 and 2014.
Liquidity and Capital Resources
We had approximately $250.5 million in cash, cash equivalents and short-term marketable securities at
December 31, 2016, compared to $173.9 million at December 31, 2015, and $175.3 million at December 31,
2014. As of December 31, 2016, 2015 and 2014, we had working capital, defined as current assets less current
liabilities, of approximately $258.6 million, $188.4 million and $210.8 million, respectively.
On July 5, 2012, we entered into a credit agreement (the "Credit Agreement") with two banks. The Credit
Agreement provides us with a $100.0 million revolving line of credit to use for general corporate purposes with a
$20.0 million sub-limit for the issuance of standby and trade letters of credit. The Credit Agreement was amended
on April 1, 2014, to extend the Credit Agreement termination date from July 5, 2015 to April 1, 2017, with all other
terms of the Credit Agreement remaining the same.
On July 27, 2016, we terminated the Credit Agreement and entered into a new Credit Agreement with a
bank (the "New Credit Agreement"). The New Credit Agreement provides us with a $75.0 million revolving line
of credit to use for general corporate purposes with a $20.0 million sub-limit for the issuance of standby and trade
letters of credit. Our ability to borrow under the revolving line of credit is conditioned upon our compliance with
specified covenants, including reporting and financial covenants, primarily a minimum liquidity measure and a
debt to earnings ratio, with which we are currently in compliance. The New Credit Agreement terminates on July
26, 2019; all advances under the revolving line of credit will become due on such date, or earlier in the event of a
default. As of December 31, 2016, we had no amounts outstanding under our agreement.
Our operating activities generated cash of $97.9 million, $92.2 million, and $85.6 million in the years
ended December 31, 2016, 2015 and 2014, respectively. In each of these years, cash was primarily generated from
operating activities in the ordinary course of business.
In 2016, our net income was $47.9 million, which included stock-based compensation expenses, non-
cash depreciation and amortization of $20.9 million, $16.8 million and $6.7 million, respectively. Sources of cash
also included: (1) a $7.7 million increase in accounts payable due to the timing of payments; and (2) a $1.1 million
increase in deferred income on sales to distributors due to increased inventory levels at our distributors in
anticipation of end-customer demand. These sources of cash were partially offset by a $2.5 million increase in
34
prepaid expenses and other assets due primarily to an increase in prepaid income taxes and a $1.1 million decrease
in taxes payable and accrued liabilities.
In 2015, our net income was $39.1 million, which included non-cash depreciation, amortization and stock-
based expenses of $16.5 million, $7.0 million and $14.8 million, respectively. Sources of cash also included: (1)
a $13.5 million decrease in inventory due to ongoing reduction efforts; (2) a $4.1 million decrease in accounts
receivable due to the timing of collections; and (3) a $3.4 million decrease in prepaid expenses and other assets
due to income tax refunds received during the period. These sources of cash were partially offset by a $5.4 million
increase in deferred taxes.
In 2014, our net income was $59.5 million, which included non-cash depreciation, amortization and stock-
based compensation expenses of $15.9 million, $6.1 million and $14.3 million, respectively. Sources of cash also
included: (1) a $8.2 million decrease in prepaid expenses and other assets as a result of lower payments related to
legal and R&D services, in addition to tax refunds received during the year; (2) a $2.1 million decrease in accounts
receivable as a result of lower sales in the fourth quarter of 2014 compared to 2013 and improved collections; and
(3) a $2.3 million increase in accounts payable due to the timing of payments. These sources of cash were partially
offset by a $21.7 million increase in our inventories as a result of lower-than expected sales, and by a $3.2 million
decrease in taxes payable.
Our investing activities in the year ended December 31, 2016, resulted in a $117.4 million net use of cash,
consisting primarily of $105.2 million from the purchase of marketable securities, net of maturities, and $12.2
million for purchases of property and equipment, primarily machinery and equipment for use in the manufacture
of our products.
Our investing activities in the year ended December 31, 2015, resulted in a net $7.7 million use of cash,
consisting primarily of $15.5 million in net cash paid for the acquisition of CamSemi, $10.4 million net cash paid
for a building purchase (refer to Note 11, Acquisitions, in our Notes to Consolidated Financial Statements in this
Annual Report on Form 10-K, for details) and $11.4 million for purchases of property and equipment, primarily
machinery and equipment for use in the manufacture of our products. These uses of cash were partially offset by
$29.6 million of proceeds from the sale and maturity of marketable securities, net of purchases.
Our investing activities in the year ended December 31, 2014, resulted in a net $38.1 million use of cash,
consisting primarily of: (1) $7.2 million, net, for purchases of marketable securities; (2) $23.1 million for purchases
of property and equipment, primarily machinery and equipment for production and R&D; (3) $1.3 million for the
purchase of power.com, our domain name; and (4) a $6.6 million cash payment to CamSemi under a loan agreement
(refer to Note 11, Acquisitions, in our Notes to Consolidated Financial Statements in this Annual Report on Form
10-K, for further details).
Our financing activities in the year ended December 31, 2016, resulted in a net use of $8.4 million of
cash. Financing activities consisted primarily of $6.4 million for the repurchase of our common stock and $15.1
million for the payment of dividends to stockholders, partially offset by proceeds of $13.1 million from the issuance
of common stock, including the exercise of employee stock options and the issuance of shares through our employee
stock purchase plan.
Our financing activities in the year ended December 31, 2015, resulted in a net use of $55.1 million of
cash. Financing activities consisted primarily of $53.7 million for the repurchase of our common stock and $13.9
million for the payment of dividends to stockholders, partially offset by proceeds of $12.6 million from the issuance
of common stock, including the exercise of employee stock options and the issuance of shares through our employee
stock purchase plan.
Our financing activities in the year ended December 31, 2014, resulted in a net use of $79.6 million of
cash, consisting primarily of $80.8 million for the repurchase of our common stock, and $13.2 million for the
35
payment of dividends to stockholders. The use of cash was partially offset by proceeds of $13.9 million from
issuance of common stock, including the exercise of employee stock options and the issuance of shares through
our employee stock purchase plan.
In October 2013, our board of directors declared four quarterly cash dividends in the amount of $0.10 per
share to be paid to stockholders of record at the end of each quarter in 2014. In April 2014, our board of directors
increased the quarterly dividends for the third and fourth quarters of 2014 to $0.12 per share. In January 2015, our
board of directors extended the $0.12 quarterly dividend through each quarter in 2015. In January 2016, our board
of directors declared four quarterly cash dividends in the amount of $0.13 per share to be paid to stockholders of
record at the end of each quarter in 2016.
In January 2017, our board of directors declared four quarterly cash dividends in the amount of $0.14 per
share to be paid to stockholders of record at the end of each quarter in 2017. The declaration of any future cash
dividend is at the discretion of the board of directors and will depend on our financial condition, results of operations,
capital requirements, business conditions and other factors, as well as a determination that cash dividends are in
the best interest of our stockholders.
In the years ended December 31, 2014, and December 31, 2015, our board of directors authorized the use
of $75.0 million and $60.0 million, respectively, for repurchase of our common stock, with repurchases to be
executed according to pre-defined price/volume guidelines. In 2016, we purchased 146,000 shares for
approximately $6.4 million. In the year ended December 31, 2015, we purchased 1.3 million shares for $53.7
million. In the year ended December 31, 2014, we purchased 1.6 million shares for $80.8 million. As of
December 31, 2016, we had $23.6 million available for future stock repurchases. Authorization of future repurchase
programs is at the discretion of the board of directors and will depend on our financial condition, results of operations,
capital requirements and business conditions as well as other factors.
As of December 31, 2016, we had a contractual obligation related to income tax, consisting primarily of
unrecognized tax benefits of approximately $15.4 million. The tax obligation was classified as long-term income
taxes payable or recorded as contra deferred tax assets in our consolidated balance sheet.
Our cash, cash equivalents and investment balances may change in future periods due to changes in our
planned cash outlays, including changes in incremental costs such as direct and integration costs related to future
acquisitions. We expect continued sales growth in our foreign business and plan to use the earnings generated by
our foreign subsidiaries to continue to fund both the working capital and growth needs of our foreign entities, along
with providing funding for any future foreign acquisitions. We do not provide for U.S. taxes on undistributed
earnings of our foreign subsidiaries that we intend to invest indefinitely outside the U.S., unless such taxes are
otherwise required under U.S. tax law. Beginning in 2013, we determined that a portion of our foreign subsidiaries
current and future earnings may be remitted prospectively to the U.S. for domestic cash flow purposes and,
accordingly, provided for the related U.S. taxes in our consolidated financial statements. Currently the majority
of our cash and marketable securities are held in the U.S. We may adjust our repatriation strategy depending on
the U.S. cash needs and our ability to effectively utilize our deferred tax assets. If we change our intent to invest
our undistributed earnings outside the U.S. indefinitely or if a greater amount of undistributed earnings are needed
for U.S. operations than previously anticipated and for which U.S. taxes have not been recorded, we would be
required to accrue or pay U.S. taxes (subject to an adjustment for foreign tax credits, where applicable) and
withholding taxes payable to various foreign countries on some or all of these undistributed earnings. As of
December 31, 2016, we had approximately $265.0 million of undistributed earnings of foreign subsidiaries that
are indefinitely invested outside of the U.S.
If our operating results deteriorate in future periods, either as a result of a decrease in customer demand
or pricing pressures from our customers or our competitors, or for other reasons, our ability to generate positive
cash flow from operations may be jeopardized. In that case, we may be forced to use our cash, cash equivalents
and short-term investments, use our current financing or seek additional financing from third parties to fund our
36
operations. We believe that cash generated from operations, together with existing sources of liquidity, will satisfy
our projected working capital and other cash requirements for at least the next 12 months.
Off-Balance Sheet Arrangements
As of December 31, 2016 and 2015, we did not have any off-balance sheet arrangements or relationships
with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or
special purpose entities, which are typically established for the purpose of facilitating off-balance sheet
arrangements or other contractually narrow or limited purposes.
Contractual Obligations
As of December 31, 2016, we had the following contractual obligations and commitments, consisting
solely of non-cancelable operating lease agreements:
(in thousands)
Total
Less than
1 Year
1 - 3 Years
4 - 5 Years
Over 5 Years
Operating lease obligations. . . . . . . $
4,387
$
1,591
$
1,979
$
459
$
358
Payments Due by Period
In addition to our contractual obligations noted above we have a contractual obligation related to income
tax as of December 31, 2016, which primarily comprises unrecognized tax benefits of approximately $15.4
million, and was classified as long-term income taxes payable or recorded as contra deferred tax assets in our
consolidated balance sheet.
Recently Issued Accounting Announcements
For recently issued accounting announcements, see “Recently Issued Accounting Announcements” in
Note 2 to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk. Our exposure to market risk for changes in interest rates relates primarily to our
investment portfolio. We consider cash invested in highly liquid financial instruments with a remaining maturity
of three months or less at the date of purchase to be cash equivalents. Investments in highly liquid financial
instruments with maturities greater than three months are classified as short-term investments. We generally hold
securities until maturity; however, they may be sold under certain circumstances, including, but not limited to,
when necessary for the funding of acquisitions and other strategic investments. As a result of this policy, we
classify our investment portfolio as available-for-sale. We invest in high-credit quality issuers and, by policy, limit
the amount of credit exposure to any one issuer. As stated in our policy, we seek to ensure the safety and preservation
of our invested principal funds by limiting default risk, market risk and reinvestment risk. We mitigate default
risk by investing in safe and high-credit quality securities and by constantly positioning our portfolio to respond
appropriately to a significant reduction in a credit rating of any investment issuer, guarantor or depository. The
portfolio includes only marketable securities with active secondary or resale markets to facilitate portfolio liquidity.
At December 31, 2016 and 2015, we held primarily cash equivalents and short-term investments with fixed interest
rates. We do not hold any instruments for trading purposes.
Our investment securities are subject to market interest rate risk and will vary in value as market interest
rates fluctuate. To minimize market risk, we invest in high-credit quality issuers and, by policy, limit the amount
of credit exposure to any one issuer, and therefore if market interest rates were to increase or decrease by 10%
from interest rates as of December 31, 2016, or December 31, 2015, the increase or decrease in the fair market
value of our portfolio on these dates would not have been material. We monitor our investments for impairment
37
on a periodic basis. Refer to Note 2, Summary of Significant Accounting Policies, for a tabular presentation of our
available-for-sale investments and the expected maturity dates.
Foreign Currency Exchange Risk. As of December 31, 2016, our primary transactional currency was the
U.S. dollar; in addition, we hold cash in Swiss francs and euros to fund the operation of our Swiss subsidiary. Cash
balances held in foreign countries are subject to local banking laws and may bear higher or lower risk than cash
deposited in the United States. The following represents the potential impact on our pretax income from a change
in the value of the U.S. dollar compared to the Swiss franc and euro as of December 31, 2016. This sensitivity
analysis applies a change in the U.S. dollar value of 5% and 10%.
(in thousands of USD)
December 31, 2016
5%
10%
Swiss franc and euro foreign exchange impact. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
71
$
142
The foreign exchange rate fluctuation between the U.S. dollar versus the Swiss franc and euro is recorded
in other income in our consolidated statements of income.
We have sales offices in various other foreign countries in which our expenses are denominated in the
local currency, primary Asia and Western Europe. From time to time we may enter into foreign currency hedging
contracts to hedge certain foreign currency transactions. As of December 31, 2016, and December 31, 2015, we
did not have an open foreign currency hedge program utilizing foreign currency forward exchange contracts.
With two of our major suppliers, Seiko Epson Corporation (Epson) and ROHM Lapis Semiconductor
Co., Ltd. (Lapis) we have wafer supply agreements based in U.S. dollars; however, our agreements with Epson
and Lapis also allow for mutual sharing of the impact of the exchange rate fluctuation between Japanese yen and
the U.S. dollar. Each year, our management and these suppliers review and negotiate pricing; the negotiated pricing
is denominated in U.S. dollars but is subject to contractual exchange rate provisions. The fluctuation in the exchange
rate is shared equally between us and each of these suppliers.
Nevertheless, as a result of our above-mentioned supplier agreements, our gross margin is influenced by
fluctuations in the exchange rate between the U.S. dollar and the Japanese yen. All else being equal, a 10% change
in the value of the U.S. dollar compared to the Japanese yen would result in a corresponding change in our gross
margin of approximately 1.0%; this sensitivity may increase or decrease depending on the percentage of our wafer
supply that we purchase from some of our Japanese suppliers and could subject our gross profit and operating
results to the potential for material fluctuations.
Item 8. Financial Statements and Supplementary Data.
The financial statements required by this item are set forth in the pages indicated in Item 15(a), and the
supplementary data required by this item is included in Note 14, Selected Quarterly Information, in our notes to
consolidated financial statements.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Management is required to evaluate our disclosure controls and procedures, as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Disclosure controls and procedures
are controls and other procedures designed to provide reasonable assurance that information required to be disclosed
in our reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed,
38
summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include controls and procedures designed to provide reasonable
assurance that such information is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required
disclosure. Our disclosure controls and procedures include components of our internal control over financial
reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability
of our financial reporting and the preparation of financial statements in accordance with generally accepted
accounting principles in the U.S. To the extent that components of our internal control over financial reporting are
included within our disclosure controls and procedures, they are included in the scope of our periodic controls
evaluation. Based on our management's evaluation (with the participation of our principal executive officer and
principal financial officer), our principal executive officer and principal financial officer have concluded that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were
effective as of the end of the period covered by this report.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external reporting purposes in accordance with generally accepted accounting principles. Internal
control over financial reporting includes those policies and procedures that:
•
•
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that receipts and expenditures
are being made only in accordance with authorizations of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of our assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting
objectives because of its inherent limitations. Internal control over financial reporting is a process that involves
human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human
failures. Because of such limitations, there is a risk that material misstatements may not be prevented or detected
on a timely basis by internal control over financial reporting.
Management conducted an assessment of Power Integrations' internal control over financial reporting as
of December 31, 2016, based on the framework established by the Committee of Sponsoring Organization (COSO)
of the Treadway Commission in Internal Control - Integrated Framework issued in 2013. Based on this assessment,
management concluded that, as of December 31, 2016, our internal control over financial reporting was effective.
The effectiveness of Power Integrations' internal control over financial reporting as of December 31,
2016, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in
their report which appears below.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting during the fourth quarter of 2016,
which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and
15d-15 under the Exchange Act, that have materially affected or are reasonably likely to materially affect our
internal control over financial reporting.
39
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Power Integrations, Inc.
San Jose, California
We have audited the internal control over financial reporting of Power Integrations, Inc. and subsidiaries
(the "Company") as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s
management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision
of, the company’s principal executive and principal financial officers, or persons performing similar functions,
and effected by the company’s Board of Directors, management, and other personnel 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. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may not
be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal
control over financial reporting to future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements and consolidated financial statement schedule as of
and for the year ended December 31, 2016 of the Company and our report dated February 8, 2017 expressed an
unqualified opinion on those consolidated financial statements and consolidated financial statement schedule.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 8, 2017
40
Item 9B. Other Information.
Compensation Matters
On February 2, 2017, the Compensation Committee of the Board of Directors of Power Integrations, Inc.
(the “Company”) took the following compensation actions with respect to the Company’s chief executive officer,
chief financial officer, and other “named executive officers” as defined in Rule 402 of SEC Regulation S-K
(collectively, the “Officers”).
2017 Performance Based Incentive Plan
Approved the 2017 Performance Based Incentive Plan (the “2017 PSU Plan”) as follows:
Each officer, as described below, was granted performance stock units, referred to as “PSUs,” which will
vest (referred to as a “payout” below) based on Company performance as against the 2017 PSU Plan’s established
net revenue targets, non-GAAP operating income targets and strategic goals, each as established by the
Compensation Committee. The 2017 target net revenue and non-GAAP operating income levels are intended to
have difficulty in attainment levels consistent with the Company’s 2016 PSU Plan.
The portion of the performance stock units granted under the 2017 PSU Plan that will vest will be calculated
independently for each of its net revenue, non-GAAP operating income and strategic goals components. “Net
revenue” is as set forth in the Company’s annual report for 2017 to be filed with the Securities and Exchange
Commission (“SEC”). “Non-GAAP operating income” means operating income for 2017 determined in accordance
with GAAP but excluding the following items: (i) stock-based compensation expenses recorded under Accounting
Standards Codification 718; (ii) amortization of acquisition-related intangible assets, and the fair-value write-up
of acquired inventory; (iii) any other mergers and acquisitions related expenses; and (iv) any other adjustment
made to arrive at the Company’s non-GAAP financial information as presented in the Company’s SEC filings.
Further, in the event of any mergers, acquisitions or divestitures, or any patent or other litigation settlements or
judgments, during the performance period, the net revenue and non-GAAP operating income targets shall be
adjusted based on a revised plan approved by the Board of Directors. The strategic goals component is made up
of five different strategic goals for the Company.
Weighting of the target components is as follows:
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-GAAP operating income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Strategic goals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40%
30%
30%
100%
Net Revenue Component of the 2017 PSU Plan:
No payout will be made under the net revenue component of the 2017 PSU Plan if the Company's 2017
actual net revenue does not exceed at least the established minimum amount of net revenue as set forth in the 2017
PSU Plan. To the extent 2017 actual net revenue is above the minimum amount of net revenue, the payout increases
linearly from zero at the minimum amount of net revenue as set forth in the 2017 PSU Plan up to 100% of the net
revenue component of the target when actual net revenue equals target net revenue in the 2017 PSU Plan. If 2017
actual net revenue is above the target amount of net revenue, then the payout for performance above target increases
linearly from the target amount up to a maximum of 200% of the net revenue component of the target when actual
net revenue equals or exceeds the established target to achieve the maximum amount payout under the net revenue
component of the 2017 PSU Plan.
41
Non-GAAP Operating Income Component of the 2017 PSU Plan:
No payout will be made under the non-GAAP operating income component of the 2017 PSU Plan if the
Company's 2017 actual non-GAAP operating income does not exceed at least the established minimum amount
of non-GAAP operating income as set forth in the 2017 PSU Plan. To the extent 2017 actual non-GAAP operating
income is above the minimum amount of non-GAAP operating income, the payout increases linearly from zero at
the minimum amount of non-GAAP operating income as set forth in the 2017 PSU Plan up to 100% of the non-
GAAP operating income component of the target when actual non-GAAP operating income equals target non-
GAAP operating income in the 2017 PSU Plan. If 2017 actual non-GAAP operating income is above the target
amount of non-GAAP operating income, then the payout for performance above target increases linearly from the
target amount up to a maximum of 200% of the non-GAAP operating income component of the target when actual
non-GAAP operating income equals or exceeds the established target to achieve the maximum amount payout
under the non-GAAP operating income component of the 2017 PSU Plan.
Strategic Goals Component of the 2017 PSU Plan:
Each of the five goals in the strategic goals component of the 2017 PSU Plan is assigned a percentage,
which percentages range from 1% to 21%, and which collectively add up to 30%. Other than with respect to date-
based goals, if the Company's 2017 actual achievement of a goal does not exceed at least the established minimum
requirement for a particular goal, then no amount is earned for that goal. To the extent 2017 actual performance
for a goal is better than the established minimum for the goal, then the payout increases linearly from zero at the
minimum amount of performance as set forth in the 2017 PSU Plan up to 100% of the amount for that goal when
actual performance equals target performance for that goal in the 2017 PSU Plan. Other than with respect to date-
based goals, to the extent 2017 actual performance for a goal is better than the established target for the goal, then
the payout for performance above target increasing linearly from the target amount actual performance, up to a
maximum of 200% for the specific goal when actual performance equals or exceeds the established target to achieve
the maximum payout under the specific goal as set forth in the 2017 PSU Plan.
2017 Target Performance Stock Units
Approved the 2017 target performance stock units for the Officers as follows:
Executive Officer
Title
2017 Target PSUs
Balu Balakrishnan
President and Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . .
Sandeep Nayyar
Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Radu Barsan
Clifford Walker
Raja Petrakian
Vice President, Technology. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Corporate Development. . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,000
3,000
2,500
2,200
2,200
The actual number of shares subject to the performance stock units is twice the target level shown in the
table above to enable the payout of up to 200% of the target amount if the actual net revenue, non-GAAP operating
income and strategic goals achievement equal or exceed the established levels to achieve the maximum amount
of the 2017 PSU Plan.
42
2017 Restricted Stock Unit Grants
Approved restricted stock unit, referred to as RSU, grants to the following Officers:
Executive Officer
Title
2017 RSU Grants
Balu Balakrishnan
President and Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . .
Sandeep Nayyar
Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Radu Barsan
Clifford Walker
Raja Petrakian
Vice President, Technology. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Corporate Development. . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48,000
10,500
9,000
7,500
7,500
The RSU grants will be effective on the grant date. Twenty-five percent (25%) of the RSUs vest on the
one year anniversary of the vesting commencement date (as specified in the Officers' RSU award agreements),
and an additional twenty-five percent (25%) of the RSUs vest annually over the next three (3) years thereafter,
subject to the respective Officer's continuous service.
2017 Long Term Performance Based Incentive Plan
Approved the 2017 Long Term Performance Based Incentive Plan (“2017 PRSU Plan”) as follows:
Each officer, as described below, was granted long term performance stock units, referred to as “PRSUs,”
which will vest (referred to as a “payout” below) based on Company performance as against the 2017 PRSU Plan's
established 2019 net revenue target, as established by the Compensation Committee. The 2019 net revenue target
level is intended to have a difficulty in attainment level consistent with the Company’s 2016 PRSU Plan target net
revenue level. The portion of the performance stock units that will vest will be calculated based on the Company’s
2019 net revenue and awarded in early 2020 upon approval by the Compensation Committee. “Net revenue” is as
set forth in the Company’s annual report for 2019 to be filed with the SEC. Further, in the event of any mergers,
acquisitions or divestitures, or any patent or other litigation settlements or judgments, during the performance
period, the net revenue target shall be adjusted based on a revised plan approved by the Board of Directors.
No payout will be made in early 2020 under the 2017 PRSU Plan if the Company's 2019 actual net revenue
does not exceed at least the established minimum amount of net revenue as set forth in the 2017 PRSU Plan. To
the extent 2019 actual net revenue is above the minimum amount of net revenue, the payout increases linearly
from zero at the minimum amount of net revenue as set forth in the 2017 PRSU Plan up to 100% of the net revenue
component of the target when actual net revenue equals target net revenue in the 2017 PRSU Plan. If 2019 actual
net revenue is above the target amount of net revenue, then the payout for performance above target increases
linearly from the target amount up to a maximum of 200% of the net revenue component of the target when actual
net revenue equals or exceeds the established target to achieve the maximum amount payout under the 2017 PRSU
Plan. Except to the extent provided in the executive officer benefits agreements between the Company and each
Officer, each Officer must be employed through the end of the performance period to receive stock pursuant to
the PRSUs under the 2017 PRSU Plan.
43
2017 Target PRSUs
Approved the target 2017 PRSUs for the Officers as follows:
Executive Officer
Title
2017 Target PRSUs
Balu Balakrishnan
President and Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . .
Sandeep Nayyar
Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Radu Barsan
Clifford Walker
Raja Petrakian
Vice President, Technology. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Corporate Development. . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,000
3,500
3,000
2,500
2,500
The actual number of shares subject to the PRSUs is twice the target level shown in the table above to
enable the payout of up to 200% of the target amount if actual net revenue equals or exceeds the established level
to achieve the maximum amount of the 2017 PRSU Plan.
2017 Salaries
Approved the 2017 salaries for the Officers, to be effective March 27, 2017, as follows:
Executive Officer
Title
Balu Balakrishnan
President and Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . .
Sandeep Nayyar
Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Radu Barsan
Clifford Walker
Raja Petrakian
Vice President, Technology. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Corporate Development. . . . . . . . . . . . . . . . . . . . . . . .
Vice President, Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 Salary
$575,000
$350,000
$325,000
$325,000
$300,000
44
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The names of our executive officers and their ages, titles and biographies as of the date hereof are
incorporated by reference from Part I, Item 1, above.
The following information is included in our Notice of Annual Meeting of Stockholders and Proxy
Statement to be filed within 120 days after our fiscal year end of December 31, 2016, or the Proxy Statement,
and is incorporated herein by reference:
•
•
•
•
•
Information regarding our directors and any persons nominated to become a director is set forth
under the caption “Proposal 1 Election of Directors.”
Information regarding our audit committee and our designated “audit committee financial expert”
is set forth under the captions “Information Regarding the Board and its Committees” and “Audit
Committee” under “Proposal 1 Election of Directors” and “Report of the Audit Committee of the
Board.”
Information on our code of business conduct and ethics for directors, officers and employees is set
forth under the caption “Code of Business Conduct and Ethics” under “Proposal 1 Election of
Directors.”
Information regarding Section 16(a) beneficial ownership reporting compliance is set forth under
the caption “Section 16(a) Beneficial Ownership Reporting Compliance.”
Information regarding procedures by which stockholders may recommend nominees to our board
of directors is set forth under the caption “Nominating and Governance Committee” under “Proposal
1 Election of Directors.”
Item 11. Executive Compensation.
Information regarding compensation of our named executive officers is set forth under the caption
“Compensation of Executive Officers” in the Proxy Statement, which information is incorporated herein by
reference.
Information regarding compensation of our directors is set forth under the caption “Compensation of
Directors” in the Proxy Statement, which information is incorporated herein by reference.
Information relating to compensation policies and practices as they relate to risk management is set forth
under the caption “Compensation Policies and Practices as They Relate to Risk Management” under “Proposal
1 Election of Directors” in the Proxy Statement, which information is incorporated herein by reference.
Information regarding compensation committee interlocks is set forth under the caption "Compensation
Committee Interlocks and Insider Participation" in the Proxy Statement, which information is incorporated herein
by reference.
The Compensation Committee Report is set forth under the caption “Compensation Committee Report”
in the Proxy Statement, which report is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
Information regarding security ownership of certain beneficial owners, directors and executive officers
is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy
Statement, which information is incorporated herein by reference.
45
Information regarding our equity compensation plans, including both stockholder approved plans and
non-stockholder approved plans, is set forth under the caption “Equity Compensation Plan Information” in the
Proxy Statement, which information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information regarding certain relationships and related transactions is set forth under the caption “Certain
Relationships and Related Transactions” in the Proxy Statement, which information is incorporated herein by
reference.
Information regarding director independence is set forth under the caption “Proposal 1 - Election of
Directors” in the Proxy Statement, which information is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
Information regarding principal auditor fees and services is set forth under “Principal Accountant Fees
and Services” in the Proposal with the caption “Ratification of Selection of Independent Registered Public
Accounting Firm” in the Proxy Statement, which information is incorporated herein by reference.
46
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Form:
1. Financial Statements
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
48
49
50
51
52
53
54
2. Financial Statement Schedules
Schedule II: Valuation and Qualifying Accounts.
All other schedules are omitted because they are not applicable or the required information is
shown in the consolidated financial statements or notes thereto.
3. Exhibits
See Index to Exhibits at the end of this Report, which is incorporated herein by reference. The
Exhibits listed in the accompanying Index to Exhibits are filed as part of this report.
47
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Power Integrations, Inc.
San Jose, California
We have audited the accompanying consolidated balance sheets of Power Integrations, Inc. and
subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of
income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended
December 31, 2016. Our audits also included the consolidated financial statement schedule listed in the Index at
Item 15. These consolidated financial statements and consolidated financial statement schedule are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated
financial statements and consolidated financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial
position of Power Integrations, Inc. and subsidiaries at December 31, 2016 and 2015, and the results of their
operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity
with accounting principles generally accepted in the United States of America. Also, in our opinion, such
consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the Company's internal control over financial reporting as of December 31, 2016 based on
the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 8, 2017 expressed an unqualified
opinion on the Company’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 8, 2017
48
POWER INTEGRATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts and par value)
ASSETS
CURRENT ASSETS:
December 31,
2016
December 31,
2015
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Short-term marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62,134 $
188,323
Accounts receivable, net of allowance of $525 and $318 in 2016 and 2015,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPERTY AND EQUIPMENT, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INTANGIBLE ASSETS, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GOODWILL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DEFERRED TAX ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,961
52,564
8,520
318,502
95,296
31,502
91,849
12,032
6,157
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
555,338 $
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued payroll and related expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income on sales to distributors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LONG-TERM INCOME TAXES PAYABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DEFERRED TAX LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OTHER LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
COMMITMENTS AND CONTINGENCIES (NOTES 8, 9 and 10)
STOCKHOLDERS’ EQUITY:
Common stock, $0.001 par value
Authorized - 140,000,000 shares
29,727 $
10,756
729
16,207
2,434
59,853
2,639
820
3,921
67,233
Outstanding - 29,249,635 and 28,652,178 shares in 2016 and 2015,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
172,875
(2,710)
317,912
488,105
Total liabilities and stockholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . $
555,338 $
90,092
83,769
7,818
51,934
6,790
240,403
99,381
38,165
91,849
11,843
5,896
487,537
21,660
9,327
3,620
15,101
2,285
51,993
2,511
1,291
3,123
58,918
28
145,366
(1,851)
285,076
428,619
487,537
The accompanying notes are an integral part of these consolidated financial statements.
49
POWER INTEGRATIONS, INC.
CONSOLIDATED STATEMENTS OF INCOME
348,797
159,227
189,570
54,981
47,796
30,997
133,774
55,796
1,018
56,814
(2,730)
59,544
1.99
1.93
29,976
30,829
Year Ended December 31,
2016
2015
2014
(in thousands, except per share amounts)
NET REVENUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
COST OF REVENUES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OPERATING EXPENSES:
Research and development . . . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . .
INCOME FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . . . .
OTHER INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INCOME BEFORE INCOME TAXES. . . . . . . . . . . . . . . . . . .
PROVISION FOR (BENEFIT FROM) INCOME TAXES . . .
387,393
$
343,989
$
196,232
191,161
62,310
47,978
33,029
143,317
47,844
1,078
48,922
1,032
170,602
173,387
57,549
46,816
30,029
134,394
38,993
425
39,418
271
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
47,890
$
39,147
$
EARNINGS PER SHARE:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.66
1.62
$
$
1.35
1.32
$
$
SHARES USED IN PER SHARE CALCULATION:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,925
29,619
29,001
29,696
The accompanying notes are an integral part of these consolidated financial statements.
50
POWER INTEGRATIONS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year Ended December 31,
2015
2014
2016
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
47,890
$
39,147
$
59,544
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments, net of $0 tax in
2016, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized loss on marketable securities, net of $0 tax in
2016, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized actuarial loss on pension benefits, net of tax
of $98, $96 and $128 in 2016, 2015 and 2014,
respectively. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other comprehensive loss. . . . . . . . . . . . . . . . . . .
(384)
(123)
(352)
(859)
(191)
(180)
(344)
(715)
(79)
(127)
(460)
(666)
Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . $
47,031
$
38,432
$
58,878
The accompanying notes are an integral part of these consolidated financial statements.
51
POWER INTEGRATIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Common Stock
Additional
Paid-In
Shares Amount
Capital
Accumulated
Other
Comprehensive Retained
Earnings
Loss
Total
Stockholders’
Equity
BALANCE AT JANUARY 1, 2014. . . . . . . . . . . . . . .
30,022 $
30 $
223,660 $
(470) $ 213,466 $
436,686
Issuance of common stock under employee stock
option and stock award plans . . . . . . . . . . . . . . . . . . . .
697
Repurchase of common stock . . . . . . . . . . . . . . . . . . . .
(1,603)
—
(1)
9,571
(80,760)
Issuance of common stock under employee stock
purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefits from employee stock plans. . . . . .
Stock-based compensation expense related to
employee stock options and awards . . . . . . . . . . . . . . .
Stock-based compensation expense related to
employee stock purchases. . . . . . . . . . . . . . . . . . . . . . .
Payment of dividends to stockholders . . . . . . . . . . . . .
Unrealized actuarial loss on pension benefits. . . . . . . .
Unrealized gain on marketable securities . . . . . . . . . . .
Foreign currency translation adjustment. . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
—
—
—
—
—
—
—
—
BALANCE AT DECEMBER 31, 2014 . . . . . . . . . . . .
29,208
—
—
—
—
—
—
—
—
—
29
Issuance of common stock under employee stock
option and stock award plans . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . .
Issuance of common stock under employee stock
purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax shortfall from employee stock plans . . . . .
Stock-based compensation expense related to
employee stock options and awards . . . . . . . . . . . . . . .
Stock-based compensation expense related to
employee stock purchases. . . . . . . . . . . . . . . . . . . . . . .
Payment of dividends to stockholders . . . . . . . . . . . . .
Unrealized actuarial loss on pension benefits. . . . . . . .
Unrealized loss on marketable securities . . . . . . . . . . .
Foreign currency translation adjustment. . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
—
—
—
—
—
—
—
—
BALANCE AT DECEMBER 31, 2015 . . . . . . . . . . . .
28,653
Issuance of common stock under employee stock
option and stock award plans . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . .
Issuance of common stock under employee stock
purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense related to
employee stock awards . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense related to
employee stock purchases. . . . . . . . . . . . . . . . . . . . . . .
Payment of dividends to stockholders . . . . . . . . . . . . .
Unrealized actuarial loss on pension benefits. . . . . . . .
Unrealized loss on marketable securities . . . . . . . . . . .
Foreign currency translation adjustment. . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
615
(146)
128
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
28
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(460)
(127)
(79)
—
—
—
—
—
—
—
(13,165)
—
—
—
59,544
—
—
—
—
—
—
—
(344)
(180)
(191)
—
—
—
—
—
—
—
(13,916)
—
—
—
39,147
4,284
815
12,983
1,385
—
—
—
—
—
4,447
(189)
13,562
1,205
—
—
—
—
—
145,366
(1,851)
285,076
8,479
(6,435)
4,580
19,599
1,286
—
—
—
—
—
—
—
—
—
—
—
(352)
(123)
(384)
—
—
—
—
—
—
(15,054)
—
—
—
47,890
9,571
(80,761)
4,284
815
12,983
1,385
(13,165)
(460)
(127)
(79)
59,544
430,676
8,133
(53,731)
4,447
(189)
13,562
1,205
(13,916)
(344)
(180)
(191)
39,147
428,619
8,479
(6,435)
4,580
19,599
1,286
(15,054)
(352)
(123)
(384)
47,890
488,105
171,938
(1,136)
259,845
578
(1,250)
—
(1)
8,133
(53,730)
BALANCE AT DECEMBER 31, 2016 . . . . . . . . . . . .
29,250 $
28 $
172,875 $
(2,710) $ 317,912 $
The accompanying notes are an integral part of these consolidated financial statements.
52
POWER INTEGRATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on disposal of property and equipment . . . . . . . . . . . . . . . .
Stock-based compensation expense. . . . . . . . . . . . . . . . . . . . . . .
Amortization of premium on marketable securities . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in accounts receivable allowances. . . . . . . . . . . . . . . . .
Excess tax benefit from employee stock plans . . . . . . . . . . . . . .
Tax (shortfall) benefit associated with employee stock plans . . .
Change in operating assets and liabilities:
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . .
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes payable and accrued liabilities . . . . . . . . . . . . . . . . .
Deferred income on sales to distributors . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . .
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment for purchase of building (Note 11) . . . . . . . . . . . . . . . .
Payment for acquisition, net of cash acquired (Note 11). . . . . . .
Loans to third parties (Notes 11) . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of marketable securities . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales and maturities of marketable securities . . .
Net cash used in investing activities . . . . . . . . . . . . .
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock under employee stock plans . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of dividends to stockholders . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from employee stock plans . . . . . . . . . . . . . .
Net cash used in financing activities. . . . . . . . . . . . .
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH AND CASH EQUIVALENTS AT END OF PERIOD. . . . . $
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Year Ended December 31,
2015
2014
2016
47,890
$
39,147
$
59,544
16,812
6,663
332
20,885
555
(660)
207
—
—
650
(630)
(2,499)
7,714
(1,124)
1,106
97,901
(12,198)
—
—
—
—
(188,654)
83,423
(117,429)
13,059
(6,435)
(15,054)
—
(8,430)
(27,958)
90,092
16,464
7,039
361
14,767
1,063
(5,416)
127
—
(189)
4,131
13,500
3,391
(2,000)
(76)
(122)
92,187
(11,359)
—
(10,389)
(15,549)
—
(29,748)
59,309
(7,736)
12,580
(53,731)
(13,916)
—
(55,067)
29,384
60,708
62,134
$
90,092
$
15,884
6,072
250
14,282
1,694
157
70
(437)
815
2,133
(21,703)
8,211
2,337
(3,242)
(505)
85,562
(23,071)
(1,261)
—
—
(6,600)
(45,269)
38,052
(38,149)
13,855
(80,760)
(13,165)
437
(79,633)
(32,220)
92,928
60,708
Unpaid property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . $
Loan applied to CamSemi purchase price (Note 11). . . . . . . . . . $
1,825
$
— $
1,472
6,600
$
$
1,733
—
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid (refund) for income taxes, net of refunds (Note 8) . . . $
6,613
$
473
$
(3,121)
The accompanying notes are an integral part of these consolidated financial statements.
53
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. THE COMPANY:
Power Integrations, Inc. (“Power Integrations” or the “Company”), incorporated in California on March
25, 1988, and reincorporated in Delaware in December 1997, designs, develops, manufactures and markets analog
and mixed-signal integrated circuits (ICs) and other electronic components and circuitry used in high-voltage
power conversion. The Company’s products are used in power converters that convert electricity from a high-
voltage source (typically 48 volts or higher) to the type of power required for a specified downstream use. A
large percentage of the Company’s products are ICs used in AC-DC power supplies in a wide variety of end
products, primarily in the consumer, communications, computer and industrial markets. The Company also offers
IGBT drivers used to operate arrays of high-voltage, high-power transistors known as IGBT modules, which are
used for power conversion in high-power applications such as industrial motors, solar- and wind-power systems,
electric vehicles and high-voltage DC transmission systems.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned
subsidiaries after elimination of all intercompany transactions and balances.
Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company
evaluates its estimates, including those related to revenue recognition and allowances for receivables and
inventories. These estimates are based on historical facts and various other factors, which the Company believes
to be reasonable at the time the estimates are made. However, as the effects of future events cannot be determined
with precision, actual results could differ significantly from management’s estimates.
Cash and Cash Equivalents
The Company considers cash invested in highly liquid financial instruments with maturities of three
months or less at the date of purchase to be cash equivalents.
Marketable Securities
The Company generally holds securities until maturity; however, they may be sold under certain
circumstances including, but not limited to, when necessary for the funding of acquisitions and other strategic
investments. As a result the Company classifies its investment portfolio as available-for-sale. The Company
classifies all investments with a maturity date greater than three months at the date of purchase as short-term
marketable securities in its Consolidated Balance Sheet. As of December 31, 2016, and December 31, 2015, the
Company’s marketable securities consisted primarily of commercial paper, corporate bonds and other high-quality
commercial securities. The weighted average interest rate of investments at December 31, 2016 and December 31,
2015, was approximately 1.23% and 0.84%, respectively.
54
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Amortized cost and estimated fair market value of investments classified as available-for-sale (excluding
cash equivalents) at December 31, 2016, were as follows:
(in thousands)
Investments due in less than 3 months:
Commercial paper . . . . . . . . . . . . . . . . . . . $
Corporate securities . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments due in 4-12 months:
Commercial paper . . . . . . . . . . . . . . . . . . .
Corporate securities . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments due 12 months or greater:
Corporate securities . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total investment securities . . . . . . . . . . . . . . $
Amortized
Cost
Gross Unrealized
Gains
Losses
Estimated Fair
Market Value
$
36,996
9,342
46,338
19,186
59,714
78,900
63,305
63,305
188,543
$
— $
2
2
—
15
15
21
21
38 $
— $
(2)
(2)
—
(76)
(76)
(180)
(180)
(258) $
36,996
9,342
46,338
19,186
59,653
78,839
63,146
63,146
188,323
Amortized cost and estimated fair market value of investments classified as available-for-sale (excluding
cash equivalents) at December 31, 2015, were as follows:
(in thousands)
Investments due in less than 3 months:
Corporate securities . . . . . . . . . . . . . . . . . . $
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments due in 4-12 months:
Corporate securities . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments due between 12 months or
greater:
Corporate securities . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total investment securities . . . . . . . . . . . . . . $
Amortized
Cost
Gross Unrealized
Gains
Losses
Estimated Fair
Market Value
$
38,586
38,586
33,654
33,654
11,626
11,626
83,866
$
7 $
7
1
1
—
—
8 $
(10) $
(10)
(36)
(36)
(59)
(59)
(105) $
38,583
38,583
33,619
33,619
11,567
11,567
83,769
As of December 31, 2016, and 2015, there were no individual securities that had been in a continuous
loss position for 12 months or longer.
Inventories
Inventories (which consist of costs associated with the purchases of wafers from domestic and offshore
foundries and of packaged components from offshore assembly manufacturers, as well as internal labor and
overhead associated with the testing of both wafers and packaged components) are stated at the lower of cost (first-
in, first-out) or market. Provisions, when required, are made to reduce excess and obsolete inventories to their
estimated net realizable values. Inventories consist of the following:
55
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands)
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Additional Components of the Company’s Consolidated Balance Sheet
Accounts receivable:
(in thousands)
Accounts receivable trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued ship and debit and rebate claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Prepaid expenses and other current assets:
(in thousands)
Prepaid legal fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Advance to suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid maintenance agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Property and Equipment
Property and equipment consist of the following:
(in thousands)
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Construction-in-progress. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer software and hardware and office furniture and fixtures . . . . . . . . . . . . . .
Accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
December 31,
2016
December 31,
2015
14,610
15,194
22,760
52,564
December 31,
2016
46,849
(39,363)
(525)
6,961
December 31,
2016
212
69
2,431
1,399
743
3,666
8,520
December 31,
2016
20,288
6,880
52,156
132,162
45,951
257,437
(162,141)
95,296
$
$
$
$
$
$
$
$
19,090
12,770
20,074
51,934
December 31,
2015
43,622
(35,486)
(318)
7,818
December 31,
2015
2,023
324
309
736
519
2,879
6,790
December 31,
2015
20,288
2,298
51,941
128,342
43,383
246,252
(146,871)
99,381
Depreciation expense for property and equipment for fiscal years ended December 31, 2016, 2015 and
2014, was approximately $16.8 million, $16.5 million and $15.9 million, respectively, and was determined using
the straight-line method over the following useful lives:
Building and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-40 years
2-8 years
Machinery and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4-7 years
Computer software and hardware and office furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Total property and equipment (excluding accumulated depreciation) located in the United States at
December 31, 2016, 2015 and 2014, was approximately $155.1 million, $150.1 million and $140.0 million,
respectively. In each of 2016 and 2015, approximately 12% of total property and equipment (excluding accumulated
depreciation) was held in Thailand by one of the Company’s subcontractors. In 2014 approximately 13% of total
property and equipment was held in Thailand by one of the Company’s subcontractors.
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive income (loss) for the three years ended December 31, 2016:
(in thousands)
Balance at January 1, 2014. . . . . . . . . . . . . . . . . . . . . $
Unrealized
Gains and
Losses on
Available-for-
Sale Securities
210
Defined
Benefit
Pension Items
$
(780)
Foreign
Currency
Items
Total
$
100
$
(470)
Other comprehensive income (loss) before
reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from accumulated other
comprehensive income (loss) . . . . . . . . . . . . . . . . . . .
Other comprehensive income loss . . . . . . . . . . . . . . .
Balance at December 31, 2014. . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before
reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from accumulated other
comprehensive income (loss) . . . . . . . . . . . . . . . . . . .
Other comprehensive loss . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2015. . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before
reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from accumulated other
comprehensive income (loss) . . . . . . . . . . . . . . . . . . .
Other comprehensive loss . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2016. . . . . . . . . . . . . . . . . . $
(127)
—
(127)
83
(180)
—
(180)
(97)
(123)
(538)
78 (1)
(460)
(1,240)
(469)
125 (1)
(344)
(1,584)
(79)
—
(79)
21
(191)
—
(191)
(170)
(744)
78
(666)
(1,136)
(840)
125
(715)
(1,851)
(505)
(384)
(1,012)
—
(123)
(220) $
153 (1)
(352)
(1,936)
$
—
(384)
(554) $
153
(859)
(2,710)
_______________
(1) This component of accumulated other comprehensive income (loss) is included in the computation of net periodic
pension cost for the years ended December 31, 2016, 2015 and 2014.
Business Combinations
The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed
based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair
value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated
to goodwill. The Company determines the estimated fair values after review and consideration of relevant
information, including discounted cash flows, quoted market prices and estimates made by management. The
Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to
one year after the acquisition closing date as it obtains more information as to facts and circumstances existing at
the acquisition date impacting asset valuations and liabilities assumed. Acquisition-related costs are recognized
separately from the acquisition and are expensed as incurred.
57
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Goodwill and Intangible Assets
Goodwill and the Company's domain name are evaluated in accordance with ASC 350-10, Goodwill and
Other Intangible Assets, and an impairment analysis is conducted on an annual basis, or sooner if indicators exist
for a potential impairment.
In accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-
lived assets, such as property and equipment and intangible assets, are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability
of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated
undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds
its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount
of the asset exceeds the fair value of the asset.
Employee Benefits Plan
The Company sponsors a 401(k) tax-deferred savings plan for all employees in the United States who
meet certain eligibility requirements. Participants may contribute up to the amount allowable as a deduction for
federal income tax purposes. The Company is not required to contribute; however, the Company contributes a
certain percentage of employee annual salaries on a discretionary basis, not to exceed an established threshold. In
each of 2016, 2015 and 2014, the Company provided for a contribution of approximately $1.1 million.
Retirement Benefit Obligations (Pension)
The Company recognizes the over-funded or under-funded status of a defined benefit pension or post-
retirement plan as an asset or liability in the accompanying consolidated balance sheets. Actuarial gains and losses
are recorded in accumulated other comprehensive loss, a component of stockholders’ equity, and are amortized as
a component of net periodic cost over the remaining estimated service period of participants.
Revenue Recognition
Product revenues consist of sales to original equipment manufacturers (OEMs), merchant power supply
manufacturers and distributors. Approximately 75% of the Company’s net product sales were made to distributors
in 2016. The Company applies the provisions of ASC 605-10, Revenue Recognition, and all related appropriate
guidance. Revenue is recognized when all of the following criteria have been met: (1) persuasive evidence of an
arrangement exists, (2) delivery has occurred, (3) the price is fixed or determinable, and (4) collectability is
reasonably assured. Customer purchase orders are generally used to determine the existence of an arrangement.
Delivery is considered to have occurred when title and risk of loss have transferred to the Company’s customer.
The Company evaluates whether the price is fixed or determinable based on the payment terms associated with
the transaction and whether the sales price is subject to refund or adjustment. With respect to collectability, the
Company performs credit checks for new customers and performs ongoing evaluations of its existing customers’
financial condition and requires letters of credit whenever deemed necessary.
Sales to international OEMs and merchant power supply manufacturers for shipments from the Company’s
facility outside of the United States are pursuant to “EX Works” (EXW) shipping terms, meaning that title to the
product transfers to the customer upon shipment from the Company’s foreign warehouse. Sales to international
OEM customers and merchant power supply manufacturers that are shipped from the Company’s facility in
California are pursuant to “delivered at frontier” (DAF) shipping terms. As such, title to the product passes to the
customer when the shipment reaches the destination country and revenue is recognized upon the arrival of the
product in that country. Shipments to OEMs and merchant power supply manufacturers in the Americas are pursuant
58
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
to “free on board” (FOB) point of origin shipping terms meaning that title is passed to the customer upon shipment.
Revenue is recognized upon title transfer for sales to OEMs and merchant power supply manufacturers, assuming
all other criteria for revenue recognition are met.
Sales to most of the Company's distributors are made under terms allowing certain price adjustments and
rights of return on the Company's products held by its distributors. As a result of these rights, the Company defers
the recognition of revenue and the costs of revenues derived from these sales until the Company's distributors
report that they have sold the Company's products to their customers. The Company's recognition of such distributor
revenue is based on point of sale reports received from the distributors, at which time the price is no longer subject
to adjustment and is fixed, and the products are no longer subject to return to the Company except pursuant to
warranty terms. The gross profit that is deferred as a result of this policy is reflected as “deferred income on sales
to distributors” in the accompanying consolidated balance sheets. The total deferred revenue as of December 31,
2016, and December 31, 2015, was approximately $28.1 million and $25.7 million, respectively. The total deferred
cost as of December 31, 2016, and December 31, 2015, was approximately $11.9 million and $10.6 million,
respectively.
Frequently, distributors need to sell at a price lower than the standard distribution price in order to win
business. At or soon after the distributor invoices its customer, the distributor submits a “ship and debit” price
adjustment claim to the Company to adjust the distributor's cost from the standard price to the pre-approved lower
price. After verification by the Company, a credit memo is issued to the distributor for the ship and debit claim.
The Company maintains a reserve for unprocessed claims and future ship and debit price adjustments. The reserves
appear as a reduction to accounts receivable and deferred income on sales to distributors in the Company's
accompanying consolidated balance sheets. To the extent future ship and debit claims significantly exceed amounts
estimated, there could be a material impact on the deferred revenue and deferred margin ultimately recognized.
To evaluate the adequacy of its reserves, the Company analyzes historical ship and debit payments and levels of
inventory in the distributor channels.
Sales to certain distributors of the Company are made under terms that do not include rights of return or
price concessions after the product is shipped to the distributor. Accordingly, product revenue is recognized upon
shipment and title transfer assuming all other revenue recognition criteria are met.
Foreign Currency Risk and Foreign Currency Translation
As of December 31, 2016, the Company’s primary transactional currency was U.S. dollars; in addition,
the Company holds cash in Swiss francs and euros to fund the operations of the Company’s Swiss subsidiary. The
foreign exchange rate fluctuation between the U.S. dollar versus the Swiss franc and euro is recorded in “other
income” in the consolidated statements of income.
Gains and losses arising from the remeasurement of non-functional currency balances are recorded in
''other income'' in the accompanying consolidated statements of income. For the years ended December 31, 2016,
2015 and 2014 the Company realized foreign exchange transaction gains (losses) of $(0.1) million, $(0.5) million
and $0.1 million, respectively.
The functional currencies of the Company’s other subsidiaries are the local currencies. Accordingly, all
assets and liabilities are translated into U.S. dollars at the current exchange rates as of the applicable balance sheet
date. Revenues and expenses are translated at the average exchange rate prevailing during the period. Cumulative
gains and losses from the translation of the foreign subsidiaries’ financial statements have been included in
stockholders’ equity.
59
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Warranty
The Company generally warrants that its products will substantially conform to the published
specifications for 12 months from the date of shipment. The Company’s liability is limited to either a credit equal
to the purchase price or replacement of the defective part. Returns under warranty have historically been immaterial,
and as a result, the Company does not record a specific warranty reserve.
Advertising
Advertising costs are expensed as incurred. Advertising costs amounted to $1.3 million, $1.1 million, and
$1.5 million, in 2016, 2015 and 2014, respectively.
Research and Development
Research and development costs are expensed as incurred.
Income Taxes
Income tax expense is an estimate of current income taxes payable or refundable in the current fiscal year
based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences
and carry-forwards that are recognized for financial reporting and income tax purposes.
The Company accounts for income taxes under the provisions of ASC 740, Income Taxes. Under the
provisions of ASC 740, deferred tax assets and liabilities are recognized based on the differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the
tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The Company recognizes valuation allowances to reduce any deferred tax assets to the
amount that it estimates will more likely than not be realized based on available evidence and management’s
judgment. The Company limits the deferred tax assets recognized related to certain officers’ compensation to
amounts that it estimates will be deductible in future periods based upon Internal Revenue Code Section 162(m).
In the event that the Company determines, based on available evidence and management judgment, that all or part
of the net deferred tax assets will not be realized in the future, it would record a valuation allowance in the period
the determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating
the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner
inconsistent with the Company’s expectations could have a material impact on the Company’s results of operations
and financial position.
Common Stock Repurchases and Common Stock Dividend
In 2014 and 2015, the Company’s board of directors authorized the use of $75.0 million and $60.0 million,
respectively, for repurchase of the Company’s common stock, with repurchases to be executed according to pre-
defined price/volume guidelines. In 2014, the Company purchased 1.6 million shares for approximately $80.8
million. In 2015, the Company purchased 1.3 million shares for approximately $53.7 million. In 2016, the Company
purchased 146,000 shares for approximately $6.4 million. As of December 31, 2016, the Company had $23.6
million available for future stock repurchases. Authorization of future stock repurchase programs is at the discretion
of the board of directors and will depend on the Company's financial condition, results of operations, capital
requirements and business conditions as well as other factors.
60
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents the quarterly dividends declared on the Company’s common stock for the
periods indicated:
Year Ended December 31,
2016
2015
2014
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.13
0.13
0.13
0.13
$
$
$
$
0.12
0.12
0.12
0.12
$
$
$
$
0.10
0.10
0.12
0.12
The Company paid a total of approximately $15.1 million, $13.9 million and $13.2 million in cash
dividends during 2016, 2015 and 2014, respectively.
In January 2017, the Company’s board of directors declared a $0.14 quarterly dividend for each quarter
in 2017. The declaration of any future cash dividend is at the discretion of the board of directors and will depend
on the Company’s financial condition, results of operations, capital requirements, business conditions and other
factors, as well as a determination that cash dividends are in the best interest of the Company’s stockholders.
Indemnifications
The Company sells products to its distributors under contracts, collectively referred to as Distributor Sales
Agreements (DSA). Each DSA contains the relevant terms of the contractual arrangement with the distributor, and
generally includes certain provisions for indemnifying the distributor against losses, expenses, and liabilities from
damages that may be awarded against the distributor in the event the Company’s products are found to infringe
upon a patent, copyright, trademark, or other proprietary right of a third party (Customer Indemnification). The
DSA generally limits the scope of and remedies for the Customer Indemnification obligations in a variety of
industry-standard respects, including, but not limited to, limitations based on time and geography, and a right to
replace an infringing product. The Company also, from time to time, has granted a specific indemnification right
to individual customers.
The Company believes its internal development processes and other policies and practices limit its
exposure related to such indemnifications. In addition, the Company requires its employees to sign a proprietary
information and inventions agreement, which assigns the rights to its employees' development work to the Company.
To date, the Company has not had to reimburse any of its distributors or customers for any losses related to these
indemnifications and no material claims were outstanding as of December 31, 2016. For several reasons, including
the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases,
the Company cannot determine the maximum amount of potential future payments, if any, related to such
indemnifications.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update
("ASU") 2014-09, Revenue from Contracts with Customers, amending the existing accounting standards for
revenue recognition. The amendments are based on the principle that revenue from the transfer of promised goods
or services to customers should be recognized in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. The amendments may be applied retrospectively to
each prior period presented (full retrospective method) or retrospectively with the cumulative effect recognized
as of the date of initial application (modified retrospective method). The Company is required to adopt the
amendments in the first quarter of 2018; early adoption is permitted beginning January 1, 2017. The Company
61
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
will early adopt the new guidance, effective on January 1, 2017, using the full retrospective method under which
it would recast prior reporting periods. Under the new standards the Company will recognize all revenue on sales
to distributors upon shipment and transfer of control (known as “sell-in” revenue recognition), rather than deferring
recognition until distributors report that they have sold the products to their customers (known as “sell-through”
revenue recognition). Currently, a high percentage of the Company’s revenues on sales to distributors are recognized
on sell-through. Because this change in methodology will cause a shift in the timing of when revenue is recognized,
the Company expects that the quarterly seasonal pattern of its revenues will be affected by the new standards.
Based on the Company’s analysis, under the new standards annual net revenues would increase by approximately
$2 million and $1 million in 2016 and 2015, respectively.
In July 2015, the FASB amended the existing accounting standards for the measurement of inventory,
ASU 2015-11, Inventory. The amendments require inventory to be measured at the lower of cost and net realizable
value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably
predictable costs of completion, disposal, and transportation. The Company is required to adopt the amendments
in the first quarter of 2017. The amendments should be applied prospectively with early adoption permitted as of
the beginning of an interim or annual reporting period. The Company does not expect that the adoption of these
amendments will have a material impact on its consolidated financial statements.
In February 2016, the FASB amended the existing accounting standards for leases, ASU 2016-02, Leases.
The amendments require lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations
created by leases of greater than twelve months. The accounting by lessors will remain largely unchanged from
that applied under previous U.S. GAAP. The Company is required to adopt the amendments in the first quarter of
fiscal 2019, with early adoption permitted. The amendments require a modified retrospective transition approach
to recognize and measure leases at the beginning of the earliest period presented. The Company is currently
evaluating the impact of these amendments and the transition alternatives on its consolidated financial statements.
In March 2016, the FASB amended the existing accounting standards for stock-based compensation, ASU
2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment
Accounting. The amendments impact several aspects of accounting for share-based payment transactions, including
the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification
on the statement of cash flows. The Company is required to adopt the amendments in the first quarter of 2017. The
manner of application varies by the various provisions of the guidance, with certain provisions applied on a
retrospective or modified retrospective approach, while others are applied prospectively. Upon adoption, the
Company expects to recognize a windfall tax benefit of approximately $7 million to $8 million, as a cumulative
effect adjustment to opening retained earnings, together with a corresponding increase in deferred tax assets.
3. STOCK PLANS AND SHARE BASED COMPENSATION:
Stock Plans
As of December 31, 2016, the Company had three stock-based compensation plans (the “Plans”) which
are described below.
2007 Equity Incentive Plan
The 2007 Equity Incentive Plan (2007 Plan) was adopted by the board of directors on September 10,
2007, and approved by the stockholders on November 7, 2007, as an amendment and restatement of the 1997 Stock
Option Plan (1997 Plan). The 2007 Plan provides for the grant of incentive stock options, non-statutory stock
options, restricted stock awards, restricted stock unit (RSU) awards, stock appreciation rights, performance-based
(PSU) awards, long-term performance based (PRSU) awards and other stock awards to employees, directors and
62
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
consultants. As of December 31, 2016, the total maximum remaining number of shares that may be issued under
the 2007 Plan was 3.8 million shares, which includes 0.6 million options issued but not exercised and 1.9 million
awards granted but unvested. As of December 31, 2016, 1.9 million shares of common stock remain available for
future grant under the 2007 Plan. Pursuant to the 2007 Plan, the exercise price for incentive stock options and non-
statutory stock options is generally at least 100% of the fair market value of the underlying shares on the date of
grant. Options generally vest over 48 months measured from the date of grant. Options generally expire no later
than ten years after the date of grant, subject to earlier termination upon an optionee’s cessation of employment
or service.
Beginning January 27, 2009, grants pursuant to the Directors Equity Compensation Program (which was
adopted by the board of directors on January 27, 2009) to non-employee directors have been made primarily under
the 2007 Plan. The Directors Equity Compensation Program provides for grants to outside directors as follows:
effective annually, upon the first trading day of July, each outside director would receive a grant of an equity award
with an aggregate value of $100,000. At each outside director’s election, such award would consist entirely of
RSUs or entirely of stock options. The quantity of options would be calculated by dividing $100,000 by the Black-
Scholes value on the date of grant. The quantity of RSUs issued would be calculated by dividing $100,000 by the
grant date fair value. Further, on the date of election of a new outside director, such new director would receive
such grant as continuing outside directors receive on the first trading day of July; provided, however, that such
grant is prorated for the portion of the year that such new outside director will serve until the next first trading day
of July. The Directors Equity Compensation Program will remain in effect at the discretion of the board of directors
or the compensation committee.
On July 28, 2009, the 2007 Plan was amended generally to prohibit outstanding options or stock
appreciation rights from being canceled in exchange for cash without stockholder approval.
2016 Incentive Award Plan
The 2016 Incentive Award Plan (2016 Plan) was adopted by the board of directors on March 17, 2016
and approved by the stockholders on May 13, 2016. The Plan provides for the grant of RSU awards, PSU awards
and PRSU awards. No other forms of equity-based awards, including stock options and stock appreciation rights,
may be granted under the Plan. As of December 31, 2016, no awards have been issued and 1.5 million shares of
common stock remain available for future grant under the 2016 Plan. The 2016 Plan also provides for performance-
based cash awards that qualify as “performance-based compensation” within the meaning of Section 162(m) of
the Internal Revenue Code.
1997 Employee Stock Purchase Plan
Under the 1997 Employee Stock Purchase Plan (Purchase Plan), eligible employees may apply
accumulated payroll deductions, which may not exceed 15% of an employee’s compensation, to the purchase of
shares of the Company’s common stock at periodic intervals. The purchase price of stock under the Purchase Plan
is equal to 85% of the lower of (i) the fair market value of the Company’s common stock on the first day of each
offering period, or (ii) the fair market value of the Company’s common stock on the purchase date (as defined in
the Purchase Plan). Each offering period consists of one purchase period of approximately six months duration.
An aggregate of 3.5 million shares of common stock were reserved for issuance to employees under the Purchase
Plan. As of December 31, 2016, of the shares reserved for issuance, 2.9 million shares had been purchased and 0.6
million shares were reserved for future issuance under the Purchase Plan.
Shares Reserved
As of December 31, 2016, the Company had approximately 3.4 million shares of common stock reserved
for future grant under all stock plans.
63
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Stock-Based Compensation
The Company applies the provisions of ASC 718-10, Stock Compensation. Under the provisions of ASC
718-10, the Company recognizes the fair value of stock-based compensation in its financial statements over the
requisite service period of the individual grants, which generally equals a four-year vesting period. The Company
uses estimates of volatility, expected term, risk-free interest rate, dividend yield and forfeitures in determining the
fair value of these awards and the amount of compensation expense to recognize. The Company uses the straight-
line method to amortize all stock awards granted over the requisite service period of the award.
The following table summarizes the stock-based compensation expense recognized in accordance with
ASC 718-10 for the years ended December 31, 2016, 2015 and 2014:
(in thousands)
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Research and development. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stock-based compensation expense. . . . . . . . . . . . . . . . . . $
Year Ended December 31,
2015
2014
2016
1,148
7,309
4,489
7,939
20,885
$
$
933
5,255
3,644
4,935
14,767
$
$
879
4,784
3,540
5,079
14,282
The following table summarizes total compensation expense related to unvested awards not yet recognized,
net of expected forfeitures, and the weighted average period over which it is expected to be recognized as of
December 31, 2016:
Unrecognized Compensation
Expense for Unvested
Awards
(in thousands)
Long-term performance-based awards. . . . . . . . . . . $
Restricted stock units . . . . . . . . . . . . . . . . . . . . . . . .
Purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total unrecognized compensation expense . . . . . . . $
2,562
21,930
120
24,612
Weighted Average
Remaining Recognition
Period
(in years)
1.52
2.27
0.08
Stock-based compensation expense in the year ended December 31, 2016, was approximately $20.9
million (comprising approximately $0.2 million related to stock options, $6.4 million related to performance-based
awards, $13.0 million related to restricted stock units and $1.3 million related to the Company’s Purchase Plan).
Stock-based compensation expense in the year ended December 31, 2015, was approximately $14.8
million (comprising approximately $0.7 million related to stock options, $0.3 million related to performance-based
awards, $12.7 million related to restricted stock units and $1.2 million related to the Company’s Purchase Plan).
Stock-based compensation expense in the year ended December 31, 2014, was approximately $14.3
million (comprising approximately $1.2 million related to stock options, $0.5 million related to long-term
performance-based awards, $11.3 million related to restricted stock units and $1.3 million related to the Company’s
Purchase Plan).
The Company did not grant stock options in the years ended December 31, 2016, 2015 and 2014, and
therefore no fair-value assumptions are reported.
64
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value of employees’ stock purchase rights under the Purchase Plan was estimated using the Black-
Scholes model with the following weighted-average assumptions used during the three years ended December 31,
2016, 2015 and 2014:
Risk-free interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term of purchase right (in years) . . . . . . . . . . . . . . . .
Weighted-average estimated fair value of purchase rights. . . . .
Year Ended December 31,
2016
0.44%
32%
0.96%
0.5
$12.23
2015
0.13%
29%
1.08%
0.5
$10.18
2014
0.05% - 0.07%
30% - 48%
0.66% - 0.85%
0.5
$14.40
A summary of stock option activity under the Plans as of December 31, 2016, and activity during three
years then ended, is presented below:
(shares and intrinsic value in thousands)
Outstanding at January 1, 2014 . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2014 . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2015 . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2016 . . . . . . . . . . . . . . . .
Exercisable at December 31, 2016 . . . . . . . . . . . . . . . .
Vested and expected to vest at December 31, 2016. . . .
Weighted
Average
Exercise
Price
Weighted Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
Shares
$
$
1,691
—
(347) $
—
1,344
—
(311) $
(3) $
$
1,030
—
(333) $
—
697
697
697
$
$
$
27.34
—
27.64
—
27.27
—
26.11
37.97
27.58
—
25.41
—
28.62
28.62
28.62
2.82
2.82
2.82
$
$
$
27,370
27,370
27,370
The total intrinsic value of options exercised during the year ended December 31, 2016, 2015 and 2014,
was $11.5 million, $7.0 million and $9.9 million, respectively.
The following table summarizes the stock options outstanding at December 31, 2016:
(shares in thousands)
Range of Exercise Prices
$17.75 - $25.25 . . . . . . . . . . . . .
$25.48 - $42.88 . . . . . . . . . . . . .
Options Outstanding
Options Exercisable
Options
Outstanding
Weighted Average
Remaining
Contractual Term
(in years)
Weighted
Average
Exercise
Price
Options
Exercisable
Weighted
Average
Exercise
Price
371
326
697
2.15
3.58
2.82
65
$
$
$
21.31
36.94
28.62
371
326
697
$
$
$
21.31
36.94
28.62
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
PSU Awards
Under the performance-based awards program, the Company grants awards in the performance year in
an amount equal to twice the target number of shares to be issued if the maximum performance metrics are met.
The number of shares that are released at the end of the performance year can range from zero to 200% of the
target number depending on the Company’s performance. The performance metrics of this program are annual
targets consisting of a combination of net revenue, non-GAAP operating earnings and strategic goals. Each
performance-based award share granted from the 2007 Plan will reduce the number of shares available for issuance
under the 2007 Plan by two shares. Each performance-based award share granted from the 2016 Plan will reduce
the number of shares available for issuance under the 2016 Plan by one share.
During the year ended December 31, 2016, the Company issued approximately 101,000 PSUs to
employees and executives. As the net revenue, non-GAAP operating income and strategic goals are considered
performance conditions, expense associated with these awards, net of estimated forfeitures, is recognized over the
service period based on an assessment of the achievement of the performance targets. The fair value of these PSUs
is determined using the fair value of the Company’s common stock on the date of the grant, reduced by the discounted
present value of dividends expected to be declared before the awards vest. If the performance conditions are not
achieved, no compensation cost is recognized and any previously recognized compensation is reversed.
A summary of PSU awards outstanding as of December 31, 2016, and activity during the three years then
ended is presented below:
(shares and intrinsic value in thousands)
Outstanding at January 1, 2014. . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2014. . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2015. . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2016. . . . . . . . . . . . . . . . . . .
Outstanding and expected to vest at December 31, 2016 . .
Weighted Average
Grant Date Fair
Value Per Share
Shares
38.48
$
100
53.93
83
$
38.48
(83) $
51.30
(100) $
—
—
52.36
89
—
—
52.35
(78) $
$
11
101
$
$
(11) $
(2) $
$
99
99
52.35
46.26
52.35
46.87
46.25
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
0
0
$
$
6,714
6,714
The grant date fair value of PSU awards released, which were fully vested, in the year ended December 31,
2016 was approximately $0.6 million. There were no PSU awards released in the year ended December 31, 2015
(as the Company did not reach its minimum performance goals established for the 2014 PSUs). The grant date fair
value of PSU awards released, which were fully vested, in the year ended December 31, 2014 was approximately
$3.2 million.
66
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
PRSU Awards (Long-term Performance Based)
The Company's PRSU program provides for the issuance of PRSUs which will vest based on the
Company's performance measured against the PRSU Plan's established revenue targets. The PRSUs were granted
in an amount equal to twice the target number of shares to be issued if the maximum performance metrics are met.
The actual number of shares the recipient receives is determined at the end of a three-year performance period
based on results achieved versus the Company’s performance goals, and may range from zero to 200% of the target
number. The performance goals for PRSUs granted in fiscal 2016, 2015 and 2014 were based on the Company’s
annual revenue growth over the respective three-year performance period. Each PRSU granted from the 2007 Plan
will reduce the number of shares available for issuance under the 2007 Plan by two shares. Each PRSU granted
from the 2016 Plan will reduce the number of shares available for issuance under the 2016 Plan by one share.
Recipients of a PRSU award generally must remain employed by the Company on a continuous basis
through the end of the applicable three-year performance period in order to receive shares subject to that award.
Expenses associated with these awards, net of estimated forfeitures, are recorded throughout the year depending
on the number of shares expected to vest based on progress toward the performance target. The fair value of PRSU
awards is determined using the fair value of the Company’s common stock on the grant date, reduced by the
discounted present value of dividends expected to be declared before the awards vest. If the performance conditions
are not achieved, no compensation cost is recognized and any previously recognized compensation is reversed.
A summary of PRSU awards outstanding as of December 31, 2016, and activity during the three years
then ended is presented below:
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(shares and intrinsic value in thousands)
Outstanding at January 1, 2014. . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2014. . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted Average
Grant Date Fair
Value Per Share
—
55.51
—
—
55.51
52.47
—
57.76
$
Shares
—
61
—
—
61
72
—
(4) $
$
$
Outstanding at December 31, 2015. . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
129
78
—
Forfeited or canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(57) $
Outstanding at December 31, 2016. . . . . . . . . . . . . . . . . . .
Outstanding and expected to vest at December 31, 2016 . .
$
150
113
53.75
43.26
—
55.35
47.65
1.52
1.51
$
$
10,177
7,659
RSU Awards
The Company grants restricted stock units to employees under the 2007 Plan and 2016 Plan. RSUs granted
to employees typically vest ratably over a four-year period, and are converted into shares of the Company’s common
stock upon vesting on a one-for-one basis subject to the employee’s continued service to the Company over that
period. The fair value of RSUs is determined using the fair value of the Company’s common stock on the date of
67
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the grant, reduced by the discounted present value of dividends expected to be declared before the awards vest.
Compensation expense is recognized on a straight-line basis over the requisite service period of each grant adjusted
for estimated forfeitures. Each RSU award granted from the 2007 Plan will reduce the number of shares available
for issuance under the 2007 Plan by two shares. Each RSU award granted from the 2016 Plan will reduce the
number of shares available for issuance under the 2016 Plan by one share.
A summary of RSUs outstanding as of December 31, 2016, and activity during the three years then ended,
is as follows:
(shares and intrinsic value in thousands)
Outstanding at January 1, 2014. . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2014. . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2015. . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2016. . . . . . . . . . . . . . . . . . .
Outstanding and expected to vest at December 31, 2016 . .
Weighted Average
Grant Date Fair
Value Per Share
Shares
38.97
$
714
51.12
281
$
38.57
(267) $
42.74
(36) $
43.86
$
692
49.75
319
$
42.49
(267) $
45.71
(63) $
46.98
$
681
331
$
(270) $
(24) $
$
718
674
46.70
45.13
47.21
47.54
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
1.25
1.19
$
$
48,684
45,711
The grant date fair value of RSUs vested in the years ended December 31, 2016, 2015 and 2014, was
approximately $12.2 million, $11.3 million and $10.3 million, respectively.
4. FAIR VALUE MEASUREMENTS:
ASC 820-10, Fair Value Measurements, clarifies that fair value is an exit price, representing the amount
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants. As such, fair value is a market-based measurement that should be determined based on assumptions
that market participants would use in pricing an asset or liability. As a basis for considering such assumptions,
ASC 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as
follows: (Level 1) observable inputs such as quoted prices for identical assets in active markets; (Level 2) inputs
other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3)
unobservable inputs in which there is little or no market data, which requires the Company to develop its own
assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize
the use of unobservable inputs when determining fair value.
The Company's cash equivalents and investment instruments are classified within Level 1 or Level 2 of
the fair-value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or
alternative pricing sources with reasonable levels of price transparency. The type of instrument valued based on
quoted market prices in active markets primarily includes money market securities. This type of instrument is
68
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
generally classified within Level 1 of the fair-value hierarchy. The types of instruments valued based on other
observable inputs (Level 2 of the fair-value hierarchy) include investment-grade corporate bonds and government,
state, municipal and provincial obligations. Such types of investments are valued by using a multi-dimensional
relational model, the inputs are primarily benchmark yields, reported trades, broker/dealer quotes, issuer spreads,
two-sided markets, benchmark securities, bids, offers, and reference data including market research publications.
The Company does not hold any instruments that would be classified within Level 3 of the fair-value hierarchy.
The fair value hierarchy of the Company’s cash equivalents and marketable securities at December 31,
2016, and December 31, 2015, was as follows:
(in thousands)
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . $
Money market funds. . . . . . . . . . . . . . . . . . . . . . . .
Corporate securities . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(in thousands)
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . $
Money market funds. . . . . . . . . . . . . . . . . . . . . . . .
Corporate securities . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fair Value Measurement at
December 31, 2016
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Total Fair Value
58,031
1,916
132,141
192,088
$
$
— $
1,916
—
1,916
$
58,031
—
132,141
190,172
Fair Value Measurement at
December 31, 2015
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Total Fair Value
21,194
104
83,769
105,067
$
$
— $
104
—
104
$
21,194
—
83,769
104,963
The Company did not transfer any investments between level 1 and level 2 of the fair value hierarchy in
the years ended December 31, 2016, and December 31, 2015.
5. GOODWILL AND INTANGIBLE ASSETS:
Goodwill increased during the year ended December 31, 2015, due to the Company's acquisition of
Cambridge Semiconductor Limited (CamSemi) (refer to Note 11, Acquisitions, for details on the Company’s
CamSemi acquisition). Changes in the carrying amount of goodwill during the years ended December 31, 2016
and 2015, are as follows:
(in thousands)
Balance at December 31, 2014. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Goodwill acquired during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill acquired during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Goodwill
80,599
11,250
91,849
—
91,849
Intangible assets consist primarily of developed technology, acquired licenses, customer relationships,
trade name, domain name, in-process R&D and patent rights, and are reported net of accumulated amortization.
69
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In January 2015, the Company acquired CamSemi, resulting in the addition of the following intangible assets:
developed technology of $6.6 million, which will be amortized over a period of three - seven years; and customer
relationships of $2.4 million, which will be amortized over a period of five years. In August 2015, the Company
purchased a building with existing third-party leases, resulting in the addition of in-place lease intangible assets
of $0.7 million which will be amortized over a period of two years.
The Company amortizes the cost of all intangible assets over the shorter of the estimated useful life or
the term of the developed technology, acquired licenses, customer relationships, trade name, patent rights and in-
place leases, which range from two to twelve years, with the exception of $4.7 million of in-process R&D and
$1.3 million paid to acquire an internet domain name. In-process R&D is assessed for impairment until the
development is completed and products are available for sale, at which time the Company will begin to amortize
the in-process R&D. The Company does not expect the amortization of in-process R&D to begin in 2017. The
Company acquired the rights to the internet domain name www.power.com, which is now the Company’s primary
domain name; the cost to acquire the domain name has been recorded as an intangible asset and will not be amortized
as it has an indefinite useful life. Amortization of acquired intangible assets was approximately $6.7 million, $7.0
million and $6.1 million in the years ended December 31, 2016, 2015 and 2014, respectively. The Company does
not believe there is any significant residual value associated with the following intangible assets:
December 31, 2016
Accumulated
Amortization
$
December 31, 2015
Accumulated
Amortization
$
Gross
(in thousands)
1,261
Domain name . . . . . . . . . . . . . . . . . . . . . $
4,690
In-process research and development . .
3,000
Technology licenses. . . . . . . . . . . . . . . .
33,270
Developed technology . . . . . . . . . . . . . .
20,030
Customer relationships. . . . . . . . . . . . . .
660
In-place leases . . . . . . . . . . . . . . . . . . . .
Total intangible assets . . . . . . . . . . . . . . $ 62,911
Net
1,261
4,690
—
17,815
7,556
180
(31,409) $ 31,502
— $
—
(3,000)
(15,455)
(12,474)
(480)
Gross
$
1,261
4,690
3,000
33,270
20,030
660
$ 62,911
$
$
Net
1,261
4,690
75
21,600
9,999
540
(24,746) $ 38,165
— $
—
(2,925)
(11,670)
(10,031)
(120)
The estimated future amortization expense related to definite-lived intangible assets at December 31,
2016, is as follows:
Fiscal Year
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Estimated
Amortization
(in thousands)
6,084
5,152
4,753
3,528
2,662
3,372
25,551
_______________
(1) The total above excludes $4.7 million of in-process R&D which will be amortized upon completion
of development over the estimated useful life of the technology.
70
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. SIGNIFICANT CUSTOMERS AND INTERNATIONAL SALES:
Segment Reporting
The Company is organized and operates as one reportable segment, the design, development, manufacture
and marketing of analog and mixed-signal ICs and other electronic components and circuitry used in high-voltage
power conversion. The Company’s chief operating decision maker, the chief executive officer, reviews financial
information presented on a consolidated basis for purposes of making operating decisions and assessing financial
performance.
Customer Concentration
The Company's top ten customers accounted for approximately 60% of net revenues in each of 2016 and
2015, and 59% in 2014. A significant portion of these revenues are attributable to sales of the Company’s products
to distributors of electronic components. These distributors sell the Company’s products to a broad, diverse range
of end users, including OEMs and merchant power supply manufacturers.
The following customers each accounted for 10% or more of total net revenues:
Customer
Avnet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Powertech Distribution Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2015
2014
2016
18%
11%
21%
10%
19%
*
_______________
* Total customer revenue was less than 10% of net revenues
Avnet and Powertech Distribution Ltd. are distributors of the Company's products. No other customers
accounted for 10% or more of the Company’s net revenues in those periods.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consisted
principally of cash investments and trade receivables. The Company has cash investment policies that limit cash
investments to low-risk investments. With respect to trade receivables, the Company performs ongoing evaluations
of its customers' financial conditions and requires letters of credit whenever deemed necessary. Additionally, the
Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific
customers, historical trends related to past write-offs and other relevant information. Account balances are charged
off against the allowance after all means of collection have been exhausted and the potential for recovery is
considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of
cash investments and trade receivables. As of December 31, 2016 and December 31, 2015, 70% and 66% of
accounts receivable were concentrated with the Company’s top 10 customers.
The following customers each represented 10% or more of accounts receivable:
Customer
Avnet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ATM Electronic Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2016
December 31,
2015
24%
*
20%
10%
_______________
* Total customer accounts receivable was less than 10%
71
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Avnet and ATM Electronic Corporation are distributors of the Company’s products. No other customers
accounted for 10% or more of the Company’s accounts receivable in these periods.
International Sales
The Company markets its products globally through its sales personnel and a worldwide network of
independent sales representatives and distributors. As a percentage of total net revenues, international sales, which
consist of sales to distributors and direct customers outside of the United States of America, based on "bill to"
customer locations, comprise the following:
Year Ended December 31,
2015
2014
2016
Hong Kong/China. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Western Europe (excluding Germany). . . . . . . . . . . . . . . . . . . .
Japan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total foreign revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51%
13%
11%
11%
5%
2%
3%
96%
50%
14%
10%
11%
5%
2%
3%
95%
47%
15%
11%
11%
5%
2%
4%
95%
The remainder of the Company’s sales is to customers within the United States of America.
7. EARNINGS PER SHARE:
Basic earnings per share are calculated by dividing net income by the weighted-average shares of common
stock outstanding during the period. Diluted earnings per share are calculated by dividing net income by the
weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period.
Dilutive common equivalent shares included in this calculation consist of dilutive shares issuable upon the assumed
exercise of outstanding common stock options, the assumed vesting of outstanding restricted stock units, the
assumed issuance of awards under the stock purchase plan and contingently issuable performance-based awards,
as computed using the treasury stock method.
A summary of the earnings per share calculation is as follows:
(in thousands, except per share amounts)
Basic earnings per share:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted-average common shares . . . . . . . . . . . . . . . . .
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted earnings per share (1):
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted-average common shares . . . . . . . . . . . . . . . . .
Effect of dilutive securities:
Employee stock plans . . . . . . . . . . . . . . . . . . . . . . .
Diluted weighted-average common shares . . . . . . . . . . .
Diluted earnings per share. . . . . . . . . . . . . . . . . . . . . . . . $
Year Ended December 31,
2015
2014
2016
47,890
28,925
1.66
47,890
28,925
694
29,619
1.62
$
$
$
$
39,147
29,001
1.35
39,147
29,001
695
29,696
1.32
$
$
$
$
59,544
29,976
1.99
59,544
29,976
853
30,829
1.93
72
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
_______________
(1) The Company includes the shares underlying performance-based awards in the calculation of diluted earnings per
share if the performance conditions have been satisfied as of the end of the reporting period and excludes such
shares when the necessary conditions have not been met. The Company has excluded all performance-based
awards in the 2014 calculation as the performance conditions for those awards were not met as of the end of the
period. The Company has included in the 2016 and 2015 calculations those shares that were contingently issuable
upon the satisfaction of the performance conditions as of the end of the respective periods.
In the year ended December 31, 2016 no outstanding stock awards were determined to be anti-dilutive
and therefore were excluded from the computation of diluted earnings per share. In the years ended December 31,
2015 and 2014, approximately 8,000 and 37,000 outstanding stock awards were determined to be anti-dilutive,
respectively, and therefore were excluded from the computation of diluted earnings per share.
8. PROVISION FOR INCOME TAXES:
Income Taxes
The Company accounts for income taxes under the provisions of ASC 740, Income Taxes. Under the
provisions of ASC 740, deferred tax assets and liabilities are recognized based on the differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the
tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled.
U.S. and foreign components of income before income taxes were:
(in thousands)
Year Ended December 31,
2016
2015
2014
U.S. operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(880) $
(2,113) $
Foreign operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49,802
41,531
Total pretax income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
48,922
$
39,418
$
(5,064)
61,878
56,814
The components of the provision for (benefit from) income taxes are as follows:
(in thousands)
Current provision (benefit):
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred provision (benefit):
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year Ended December 31,
2015
2014
2016
— $
—
1,638
1,638
(197)
(27)
(382)
(606)
1,032
$
443
83
5,407
5,933
(1,699)
(57)
(3,906)
(5,662)
271
$
$
(1,234)
(137)
3,094
1,723
(3,279)
(284)
(890)
(4,453)
(2,730)
73
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company is entitled to a deduction for federal and state tax purposes with respect to employees' stock
option activity. The net reduction in taxes otherwise payable in excess of any amount credited to income tax expense
has been reflected as an adjustment to additional paid-in capital. For 2015 and 2014, the benefit (deficiency) arising
from employee stock option activity that resulted in an adjustment to additional paid in capital was approximately
$(0.2) million and $0.8 million, respectively. No adjustment was recorded in 2016.
The provision for (benefit from) income taxes differs from the amount that would result by applying the
applicable federal income tax rate to income before provision for (benefit from) income taxes, as follows:
Year Ended December 31,
2016
2015
2014
Provision computed at Federal statutory rate . . . . . . . . . . . . . . .
Business tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign income taxed at different rate . . . . . . . . . . . . . . . . . . . .
IRS audit settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35.0%
(6.0)
2.2
(33.1)
—
1.8
2.2
2.1%
35.0%
(6.8)
0.8
(33.1)
—
2.6
2.2
0.7%
35.0 %
(5.5)
(2.9)
(28.6)
(5.8)
2.0
1.0
(4.8)%
The effective tax rate for the year ended December 31, 2016 was favorably impacted by the geographic
distribution of the Company’s world-wide earnings in lower-tax jurisdictions. Additionally, the rate was favorably
impacted by the federal R&D tax credit which was extended permanently when the Protecting Americans from
Tax Hikes Act was signed into law on December 18, 2015.
The Company reached a settlement with the IRS in the quarter ended June 30, 2014, to close out the
examination of its federal income tax returns for the years 2007 through 2009. As a result, the Company adjusted
its tax balances and the provision for income tax for the year ended December 31, 2014, includes a one-time benefit
of $3.3 million comprising $2.8 million in federal income taxes and interest, and state income taxes of approximately
$0.5 million. The one-time benefit includes the reversal of $4.1 million of related unrecognized tax benefits that
had been recorded as non-current liabilities in the Company’s consolidated balance sheets. The Company has now
concluded all U.S. federal income tax matters for the years through 2009.
74
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The components of the net deferred income tax asset (liabilities) were as follows:
(in thousands)
Deferred tax assets:
Other reserves and accruals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Tax credit carry-forwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unremitted earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
December 31,
2016
2015
$
1,880
26,895
5,760
10,585
2,671
174
(27,489)
20,476
(2,322)
(7,019)
—
(9,341)
11,135
$
1,573
22,826
5,945
11,490
3,677
—
(26,918)
18,593
(2,968)
(4,626)
(447)
(8,041)
10,552
In assessing the realizability of deferred tax assets, management considers whether it is more likely than
not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the periods in which those temporary
differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and
projected future taxable income. In the event that the Company determines, based on available evidence and
management judgment, that all or part of the net deferred tax assets will not be realized in the future, the Company
would record a valuation allowance in the period the determination is made. In addition, the calculation of tax
liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax
laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a
material impact on its results of operations and financial position.
As of December 31, 2016, the Company continues to maintain a valuation allowance primarily as a result
of capital losses for federal purposes, and on its California deferred tax assets as the Company believes that it is
not more likely than not that the deferred tax assets will be fully realized. In addition, the Company maintains a
valuation allowance with respect to certain of its deferred tax assets relating to tax credits in Canada and the state
of New Jersey.
As of December 31, 2016, the Company had federal research and development tax credit carry-forwards
of approximately $14.9 million, which will begin to expire in 2030 if unutilized; federal net operating losses of
$31.3 million, which will begin to expire in 2024 if unutilized; California research and development tax credit
carry-forwards of approximately $18.7 million (there is no expiration of research and development tax credit carry-
forwards for the state of California) and California net operating losses of $45.5 million which will begin to expire
in 2032. As of December 31, 2016, the Company had Canadian scientific research and experimental development
tax credit carry-forwards of approximately $2.1 million and New Jersey research and experimental development
tax credit carry-forwards of approximately $0.7 million, which will start to expire in 2026 and 2027, respectively.
The Company does not provide for U.S. taxes on its undistributed earnings of foreign subsidiaries that it
intends to invest indefinitely outside the U.S., unless such taxes are otherwise required under U.S. tax law. Beginning
in 2013, the Company determined that a portion of its foreign subsidiaries current and future earnings may be
75
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
remitted prospectively to the U.S. for domestic cash flow purposes and, accordingly, provided for the related U.S.
taxes in its consolidated financial statements. If the Company changes its intent to invest its undistributed foreign
earnings indefinitely or if a greater amount of undistributed earnings are needed for U.S. operations than previously
anticipated and for which U.S. taxes have not been recorded, the Company would be required to accrue or pay
U.S. taxes (subject to an adjustment for foreign tax credits, where applicable) and withholding taxes payable to
various foreign countries on some or all of these undistributed earnings. As of December 31, 2016, the Company
had undistributed earnings of foreign subsidiaries that are indefinitely invested outside of the U.S. of approximately
$265.0 million. It is not practicable to determine the income tax liability that might be incurred if these earnings
were to be distributed.
Unrecognized Tax Benefits
The Company applies the provisions of ASC 740-10, relating to accounting for uncertain income taxes.
Reconciliation of the beginning and ending amount of unrecognized tax benefits:
(in thousands)
Unrecognized Tax Benefits Balance at January 1, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross Increases for Tax Positions of Current Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Increases for Tax Positions of Prior Years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lapse of Statute of Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized Tax Benefits Balance at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Increases for Tax Positions of Current Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Decrease for Tax Positions of Prior Years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lapse of Statute of Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized Tax Benefits Balance at December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Increases for Tax Positions of Current Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Decreases for Tax Positions of Prior Years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lapse of Statute of Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized
Tax Benefits
12,694
2,117
710
(4,361)
—
11,160
3,063
(663)
—
—
13,560
1,856
(23)
—
—
Unrecognized Tax Benefits Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
15,393
The Company's total unrecognized tax benefits as of December 31, 2016, 2015 and 2014, were $15.4
million, $13.6 million and $11.2 million, respectively. An income tax benefit of $9.3 million, net of valuation
allowance adjustments, would be recorded if these unrecognized tax benefits are recognized. The Company cannot
reasonably estimate the amount of the unrecognized tax benefit that could be adjusted in the next twelve months.
The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters
in income tax expense. The Company had accrued interest and penalties of $0.1 million as of both December 31,
2016, and December 31, 2015, which have been recorded in long-term income taxes payable in the accompanying
Consolidated Balance Sheets.
As of December 31, 2016, the Company has concluded all U.S. federal income tax matters for the years
through 2012. However, due to tax attributes, the IRS may calculate tax adjustments for subsequent years for
76
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
positions taken prior to 2012. The Company has finalized Swiss income tax returns for the years through 2012.
There is currently no pending income tax audit.
On July 27, 2015, in Altera Corp. v. Commissioner, the U.S. Tax Court issued an opinion related to the
treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. A final decision
was issued by the Tax Court in December 2015. In February 2016, the Commissioner appealed the Tax Court
decision. At this time, the U.S. Department of the Treasury has not withdrawn the requirement to include stock-
based compensation expense from IRS cost-sharing regulations. The Company has reviewed this case and its
impact and concluded that no adjustment to the consolidated financial statements is appropriate at this time. The
Company will continue to monitor ongoing developments and potential impacts to the consolidated financial
statements.
9. COMMITMENTS:
Facilities
The Company owns its main executive, administrative, manufacturing and technical offices in San Jose,
California. The Company also owns a research and development facility in New Jersey and a test facility in Biel,
Switzerland. The Company leases administrative office space in Singapore and Switzerland, and R&D facilities
in Canada and the United Kingdom, in addition to sales offices in various countries around the world.
Future minimum lease payments under all non-cancelable operating lease agreements as of December 31,
2016, are as follows:
Fiscal Year
(in thousands)
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,591
1,414
565
248
211
358
Total minimum lease payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4,387
Total rent expense amounted to $1.9 million, $2.0 million and $1.8 million in the years ended December 31,
2016, 2015 and 2014, respectively.
Purchase Obligations
At December 31, 2016, the Company had no non-cancelable purchase obligations that were due beyond
one year.
10. LEGAL PROCEEDINGS AND CONTINGENCIES:
From time to time in the ordinary course of business, the Company becomes involved in lawsuits, or
customers and distributors may make claims against the Company. In accordance with ASC 450-10, Contingencies,
the Company makes a provision for a liability when it is both probable that a liability has been incurred and the
amount of the loss can be reasonably estimated.
77
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On October 20, 2004, the Company filed a complaint against Fairchild Semiconductor International, Inc.
and Fairchild Semiconductor Corporation (referred to collectively as “Fairchild”) in the United States District
Court for the District of Delaware. In its complaint, the Company alleged that Fairchild has and is infringing four
of Power Integrations’ patents pertaining to pulse width modulation (PWM) integrated circuit devices. Fairchild
denied infringement and asked for a declaration from the court that it does not infringe any Power Integrations
patent and that the patents are invalid. The Court issued a claim construction order on March 31, 2006 which was
favorable to the Company. The Court set a first trial on the issues of infringement, willfulness and damages for
October 2, 2006. At the close of the first trial, on October 10, 2006, the jury returned a verdict in favor of the
Company finding all asserted claims of all four patents-in-suit to be willfully infringed by Fairchild and awarding
$34.0 million in damages. Fairchild raised defenses contending that the asserted patents are invalid or unenforceable,
and the Court held a second trial on these issues beginning on September 17, 2007. On September 21, 2007, the
jury returned a verdict in the Company’s favor, affirming the validity of the asserted claims of all four patents-in-
suit. Fairchild submitted further materials on the issue of enforceability along with various other post-trial motions,
and the Company filed post-trial motions seeking a permanent injunction and increased damages and attorneys’
fees, among other things. On September 24, 2008, the Court denied Fairchild’s motion regarding enforceability
and ruled that all four patents are enforceable. On December 12, 2008, the Court ruled on the remaining post-trial
motions, including granting a permanent injunction, reducing the damages award to $6.1 million, granting Fairchild
a new trial on the issue of willful infringement in view of an intervening change in the law, and denying the
Company’s motion for increased damages and attorneys’ fees with leave to renew the motion after the resolution
of the issue of willful infringement. On December 22, 2008, at Fairchild’s request, the Court temporarily stayed
the permanent injunction for 90 days. On January 12, 2009, Fairchild filed a notice of appeal challenging the
Court’s refusal to enter a more permanent stay of the injunction, and Fairchild filed additional motions requesting
that both the Federal Circuit and the District Court extend the stay of injunction. The District Court temporarily
extended the stay pending the Federal Circuit ruling on Fairchild’s pending motion, but the Federal Circuit dismissed
Fairchild’s appeal and denied its motion on May 5, 2009, and the District Court issued an order on May 13, 2009
confirming the reinstatement of the permanent injunction as originally entered in December 2008. On June 22,
2009, the Court held a brief bench re-trial on the issue of willful infringement. On July 22, 2010, the Court found
that Fairchild willfully infringed all four of the asserted patents, and the Court also invited briefing on enhanced
damages and attorneys’ fees. Fairchild also filed a motion requesting that the Court amend its findings regarding
willfulness. On January 18, 2011, the Court denied Fairchild’s request to amend the findings regarding Fairchild’s
willful infringement and doubled the damages award against Fairchild but declined to award attorneys’ fees. On
February 3, 2011, the Court entered final judgment in favor of the Company for a total damages award of $12.9
million. Fairchild filed a notice of appeal challenging the final judgment and a number of the underlying rulings,
and the Company filed a cross-appeal seeking to increase the damages award. The appeal was argued on January
11, 2012, and the Federal Circuit issued a mixed ruling on March 26, 2013, affirming Fairchild’s infringement of
certain claims that support the basis for the permanent injunction while reversing, vacating, and remanding the
findings with respect to other claims, including the Company’s claim for damages. The Company filed a petition
seeking Supreme Court review of the Federal Circuit’s ruling on damages issues, and the Supreme Court called
for a response from Fairchild but ultimately declined to review the case. On remand, the Company intends to pursue
its claim for financial compensation based on Fairchild’s infringement.
On May 9, 2005, the Company filed a Complaint with the U.S. International Trade Commission (ITC)
under section 337 of the Tariff Act of 1930, as amended, 19 U.S.C. Section 1337 against System General (SG).
The Company filed a supplement to the complaint on May 24, 2005. The Company alleged infringement of its
patents pertaining to PWM integrated circuit devices produced by SG, which are used in power conversion
applications such as power supplies for computer monitors. The Commission instituted an investigation on June 8,
2005 in response to the Company’s complaint. SG filed a response to the ITC complaint asserting that the patents-
in-suit were invalid and not infringed. The Company subsequently and voluntarily narrowed the number of patents
and claims in suit, which proceeded to a hearing. The hearing on the investigation was held before the Administrative
Law Judge (ALJ) from January 18 to January 24, 2006. Post-hearing briefs were submitted and briefing concluded
78
POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
February 24, 2006. The ALJ’s initial determination was issued on May 15, 2006. The ALJ found all remaining
asserted claims valid and infringed, and recommended the exclusion of the infringing products as well as certain
downstream products that contain the infringing products. After further briefing, on June 30, 2006, the Commission
decided not to review the initial determination on liability, but did invite briefs on remedy, bonding and the public
interest. On August 11, 2006, the Commission issued an order excluding from entry into the United States the
infringing SG PWM chips, and any liquid-crystal-display (LCD) computer monitors, AC printer adapters and
sample/demonstration circuit boards containing an infringing SG chip. The U.S. Customs Service is authorized to
enforce the exclusion order. On October 11, 2006, the presidential review period expired without any action from
the President, and the ITC exclusion order is now in full effect. SG appealed the ITC decision, and on November 19,
2007, the Federal Circuit affirmed the ITC’s findings in all respects. On October 27, 2008, SG filed a petition to
modify the exclusion order in view of a recent Federal Circuit opinion in an unrelated case, and the Company
responded to oppose any modification, but the Commission modified the exclusion order on February 27, 2009.
Nevertheless, the exclusion order still prohibits SG and related entities from importing the infringing SG chips
and any LCD computer monitors, AC printer adapters, and sample/demonstration circuit boards containing an
infringing SG chip.
On May 23, 2008, the Company filed a complaint against Fairchild Semiconductor International, Inc.,
Fairchild Semiconductor Corporation, and Fairchild’s wholly owned subsidiary System General Corporation
(referred to collectively as “Fairchild”), in the United States District Court for the District of Delaware. In its
complaint, the Company alleged that Fairchild has infringed and is infringing three patents pertaining to power
supply controller integrated circuit devices. Fairchild answered the Company’s complaint on November 7, 2008,
denying infringement and asking for a declaration from the Court that it does not infringe any Power Integrations
patent and that the patents are invalid and unenforceable. Fairchild’s answer also included counterclaims accusing
the Company of infringing three patents pertaining to primary side power conversion integrated circuit devices.
Fairchild had earlier brought these same claims in a separate suit against the Company, also in Delaware, which
Fairchild dismissed in favor of adding its claims to the Company’s already pending suit against Fairchild. The
Company has answered Fairchild’s counterclaims, denying infringement and asking for a declaration from the
Court that it does not infringe any Fairchild patent and that the Fairchild patents are invalid. Fairchild also filed a
motion to stay the case, but the Court denied that motion on December 19, 2008. On March 5, 2009, Fairchild
filed a motion for summary judgment to preclude any recovery for post-verdict sales of parts found to infringe in
the parties’ other ongoing litigation, described above, and the Company filed its opposition and a cross-motion to
preclude Fairchild from re-litigating the issues of infringement and damages for those same products. On June 26,
2009, the Court held a hearing on the parties’ motions, and on July 9, 2009 the Court issued an order denying the
parties’ motions but staying proceedings with respect to the products that were found to infringe and which are
subject to the injunction in the other Delaware case between the parties pending the entry of final judgment in that
case; those products are expected to be addressed in the context of the parties’ remand proceedings following the
appeal in their earlier litigation in Delaware, and the remainder of the case is proceeding. On December 18, 2009,
the Court issued an order construing certain terms in the asserted claims of the Company’s and Fairchild’s patents
in suit. Following the Court’s ruling on claim construction, Fairchild withdrew its claim related to one of its patents
and significantly reduced the number of claims asserted for the remaining two patents. The parties thereafter filed
and argued a number of motions for summary judgment, and the Court denied the majority of the parties’ motions
but granted the Company’s motion to preclude Fairchild from re-arguing validity positions that were rejected in
the prior case between the parties. Because the assigned Judge retired at the end of July 2010, the case was re-
assigned to a different Judge, and the Court vacated the trial schedule and had the parties provide their input on
the appropriate course of action. The Court thereafter set a trial schedule with the jury trial on infringement and
validity to begin in July 2011. On April 18, 2011, the Court rescheduled the trial to begin in January 2012, and on
June 2, 2011, the Court moved the trial date to April 2012 to permit the parties to address another patent the
Company accused Fairchild of infringing. Following a trial in April 2012, the jury returned a verdict finding that
Fairchild infringes two of the Company’s patents, that Fairchild has induced others to infringe the Company’s
patents, and also upheld the validity of the infringed patents. Of the two remaining counterclaim patents Fairchild
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
asserted in the case, one was found not to be infringed, but the jury found the second patent to be infringed by a
limited number of the Company’s products, although the jury further found the Company did not induce
infringement by any customers, including customers outside the United States. On March 29, 2013, the District
Court denied most of the parties’ post-trial motions on liability but granted the Company’s motion for judgment
as a matter of law finding that Fairchild infringed another of the Company’s patents. On April 25, 2013, the Court
denied both parties’ motions regarding the unenforceability of each other’s patents. The Company is challenging
adverse findings on appeal; nevertheless, the Company estimates that even if the verdict on Fairchild’s patent were
ultimately upheld, the sales potentially impacted would amount to less than 0.5% of the Company’s revenues. The
Company requested an injunction preventing further infringement of its own patents by Fairchild, and Fairchild
requested an injunction as well. Following a hearing on the issue in June 2014, the Court denied Fairchild’s request
for an injunction against the Company and granted the Company’s request for an injunction against Fairchild. On
January 13, 2015, the District Court entered final judgment on the liability and validity issues discussed above,
and both parties filed appeals with the Federal Circuit. After briefing was completed, oral argument on the appeal
took place in early July 2016, and on December 12, 2016, the Federal Circuit issued its opinion in the appeal,
overturning the lone infringement verdict against the Company, finding one of the Company’s patents invalid, and
overturning the District Court’s jury instruction on inducement. In view of the Federal Circuit’s rejection of the
District Court’s jury instruction on inducement, the Court also vacated the inducement findings and associated
injunction against Fairchild and remanded the case for a retrial on inducement, but the underlying validity and
infringement findings against Fairchild on those two patents remain intact. On remand, the Company will also be
seeking financial damages, as well as enhanced damages for willful infringement; these issues are to be decided
in separate proceedings at a later date.
On June 28, 2004, the Company filed a complaint for patent infringement in the U.S. District Court,
Northern District of California, against SG Corporation, a Taiwanese company, and its U.S. subsidiary. The
Company’s complaint alleged that certain integrated circuits produced by SG infringed and continue to infringe
certain of its patents. On June 10, 2005, in response to the initiation of the International Trade Commission (ITC)
investigation discussed above, the District Court stayed all proceedings. Subsequent to the completion of the ITC
proceedings, the District Court temporarily lifted the stay and scheduled a case management conference. On
December 6, 2006, SG filed a notice of appeal of the ITC decision as discussed above. In response, and by agreement
of the parties, the District Court vacated the scheduled case management conference and renewed the stay of
proceedings pending the outcome of the Federal Circuit appeal of the ITC determination. On November 19, 2007,
the Federal Circuit affirmed the ITC’s findings in all respects, and SG did not file a petition for review. The parties
subsequently filed a motion to dismiss the District Court case without prejudice. On November 4, 2009, the
Company re-filed its complaint for patent infringement against SG and its parent corporations, Fairchild
Semiconductor International, Inc. and Fairchild Semiconductor Corporation, to address their continued
infringement of patents at issue in the original suit that recently emerged from SG requested reexamination
proceedings before the U.S. Patent and Trademark Office (USPTO). The Company seeks, among other things, an
order enjoining SG and Fairchild from infringing the Company’s patents and an award of damages resulting from
the alleged infringement. Fairchild has denied infringement and asked for a declaration from the Court that it does
not infringe any Power Integrations patent, that the patents are invalid, and that one of the two of the Company’s
patents now at issue in the case is unenforceable. On May 5, 2010, SG and Fairchild filed an amended answer
including counterclaims accusing the Company of infringing two patents, and since that time Fairchild has
withdrawn its claim for infringement of one of the patents it originally asserted against the Company but added
another patent to the case over the Company’s objections; the Company contests these claims vigorously. Both
parties filed summary judgment motions and challenges to each other’s experts’ testimony, and the Court granted
the Company’s motion for summary judgment of non-infringement with respect to one of Fairchild’s two patents.
Following a trial on the remaining claims in February 2014, the jury returned a verdict in the Company’s favor,
affirming the validity of the asserted claims of the Company’s patents-in-suit, finding that SG and Fairchild infringed
the Company’s asserted patents and induced infringement by others, and awarding $105.0 million in damages. The
Jury also rejected Fairchild’s remaining counterclaims for infringement against the Company. Fairchild challenged
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POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
these rulings in post-trial motions, but the judge confirmed the jury’s determinations on infringement and damages,
although the Court declined to find Fairchild’s infringement willful. Fairchild also pressed its unenforceability
claim with respect to one of the two patents it was found to infringe in post-trial briefing, but the Court rejected
Fairchild’s unenforceability claim. Fairchild also requested reconsideration of the damages determinations, and
the Court granted a new trial with respect to damages but none of the other issues addressed in the previous trial,
with the retrial scheduled for December 2015. Thereafter, the parties completed pretrial proceedings challenging
each other’s experts, and the Court granted portions of each party’s motions limiting the scope of expert testimony
for purposes of the damages retrial, but neither party was successful in their efforts to prevent the other side’s
experts from testifying at trial. Following a retrial on the issue of damages in December 2015, the jury returned a
verdict in the Company’s favor, finding that the Company’s patented technology created the basis for customer
demand for the infringing Fairchild products and awarding $139.8 million in damages. Although the jury awarded
damages, at this stage of the proceedings the Company cannot state the amount, if any, it might ultimately recover
from Fairchild, and no benefits have been recorded in the Company’s consolidated financial statements as a result
of the damages verdict. Fairchild filed post-trial motions challenging the verdict, but the Court rejected Fairchild’s
motions challenging the damages verdict in August 2016. The Company also filed motions requesting enhanced
damages and attorney fees and reinstatement of the willfulness finding against Fairchild in view of an intervening
change of law; on January 13, 2017, the District Court reinstated the finding that Fairchild’s infringement was
willful but declined to enhance damages or award fees. Fairchild has filed a further challenge to the verdict, and
a ruling on that remaining motion is expected in the coming months, along with Fairchild’s appeal on the merits.
In February 2010, Fairchild and System General (SG) filed suits for patent infringement against the
Company, Power Integrations Netherlands B.V., and representative offices of Power Integrations Netherlands in
Shanghai and Shenzhen with the Suzhou Intermediate Court in the People’s Republic of China. The suits asserted
four Chinese patents and sought an injunction and damages of approximately $19.0 million. Power Integrations
Netherlands filed invalidation proceedings for all four asserted SG patents in the People’s Republic of China Patent
Reexamination Board (PRB) of the State Intellectual Property Office (SIPO), and all four challenges were accepted
by the PRB, with hearings conducted in September 2010. In early January 2012, the Company received rulings
from the PRB invalidating the majority of the claims Fairchild asserted in litigation. The Suzhou Court conducted
evidentiary hearings in 2012 and issued rulings in late December 2012, finding that the Company did not infringe
any of the asserted patents. Fairchild filed appeals challenging the Suzhou Court’s non-infringement rulings, and
the appeals court in Nanjing held further hearings in the infringement proceedings in late 2014, but Fairchild has
since dismissed its appeals, bringing the infringement proceedings to a close in the first quarter of 2015.
On July 11, 2011, the Company filed a complaint in the U.S. District Court, District of Columbia, against
David Kappos in his capacity as Director of the United States Patent and Trademark Office (PTO) as part of the
ongoing reexamination proceedings related to one of the patents asserted against Fairchild and SG in the Delaware
litigation described above. The Company filed a motion for summary judgment on a preliminary jurisdictional
issue, and the PTO filed a cross-motion to dismiss on this same issue; briefing on those motions was completed
in October, 2011. On November 18, 2013, the Court granted the PTO’s motion and transferred the case to the
Federal Circuit, where additional briefing took place. Following a hearing in May 2015, the Federal Circuit ruled
in the Company’s favor on August 12, 2015, overturning the PTO’s claim construction and remanding the case for
further proceedings. On remand, the PTO ignored the Federal Circuit’s guidance, so the party has filed another
appeal to the Federal Circuit; further briefing and proceedings on the second appeal will take place in the coming
months.
On May 1, 2012, Fairchild Semiconductor Corporation and Fairchild's wholly owned subsidiary, System
General Corporation (referred to collectively as “Fairchild”), filed a complaint against the Company in the United
States District Court for the District of Delaware. In its complaint, Fairchild alleged that the Company has infringed
and is infringing four patents pertaining to power conversion integrated circuit devices. The Company answered
Fairchild’s complaint, denying infringement and asking for a declaration from the Court that it does not infringe
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POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
any Fairchild patent and that the Fairchild patents are invalid, and the Company also asserted counterclaims against
Fairchild for infringement of five of the Company’s patents. Fairchild has withdrawn its claim for infringement
of one of the patents it asserted against the Company after the Company’s preliminary challenge. The parties
streamlined their contentions in view of the Court's pretrial rulings, and following a trial in late May and early
June 2015, a jury returned a verdict finding that Fairchild infringed one of the Company's patents, that Fairchild
has induced and contributed to others' infringement of the Company's patent, and that the Company induced
infringement of a Fairchild patent that was previously found infringed in the 2012 trial described above, with a
damages award of $2.4 million in favor of Fairchild. Both parties filed post-trial motions and challenges to various
portions of the jury verdicts, and the Court addressed the first wave of post-trial motions, denying each side’s
challenges to the verdict and denying Fairchild’s request for an injunction. In parallel proceedings, the Federal
Circuit overturned the underlying finding of infringement against the Company on the Fairchild patent-in-suit, and
the Company moved to vacate the inducement and damages judgment against the Company, a motion that Fairchild
did not oppose. Further proceedings and an appeal of the outstanding issues are expected in the coming months.
On October 21, 2015, the Company filed a complaint for patent infringement against Fairchild
Semiconductor Corporation, Fairchild Semiconductor International, Inc., and wholly-owned subsidiary Fairchild
(Taiwan) Corporation (referred to collectively as “Fairchild”) to address Fairchild’s continued infringement of two
patents Fairchild was previously found to infringe in the three District Court cases the Company brought against
Fairchild discussed above. In each of the three prior cases, Fairchild was found to infringe one of the patents at
issue in the latest complaint, and Fairchild’s challenges to the validity of the patents were rejected during the course
of the prior lawsuits as well. Fairchild has answered the Company’s complaint, denying infringement and asking
for a declaration from the Court that it does not infringe any Power Integrations patent and that the patents are
invalid. Fairchild’s answer also included counterclaims accusing the Company of infringing four patents pertaining
to power conversion integrated circuit devices, including one patent the Company was found not to infringe in
prior litigation. The Company has answered Fairchild’s counterclaims, denying infringement and asking for a
declaration from the Court that it does not infringe any Fairchild patent and that the Fairchild patents are invalid.
On December 15, 2016, the Court stayed the case pending resolution of the parties inter partes review (IPR) and
reexamination proceedings regarding the patents-in-suit.
On March 10, 2016, Silver Star Capital, LLC filed a petition with the U.S. Patent & Trademark Office
(PTO) requesting that the PTO conduct an inter partes review (IPR) of the validity of the Company’s U.S. Patent
No. 6,212,079 (the ’079 patent), which the Company has asserted against Fairchild Semiconductor in the California
litigation initiated in 2004, as discussed above. The Company’s ’079 patent is also asserted in the Company’s most
recent lawsuit against Fairchild filed in October 2015, also discussed above. On March 29, 2016, ON Semiconductor
Corporation filed another petition requesting inter partes review of the Company’s ’079 patent. Since that time,
ON Semiconductor has filed eleven more IPR petitions requesting review of various patents that the Company
previously asserted against Fairchild as described above. The PTO denied Silver Star Capital’s IPR petition on the
’079 patent but instituted IPR proceedings with respect to ON Semiconductor’s petition directed to the ’079 patent,
with further proceedings expected in the coming months. Further proceedings are also expected with respect to
ON Semiconductor’s other IPR petitions in the coming months. Although the validity of the Company’s challenged
patents has previously been confirmed in the Company’s District Court litigation with Fairchild and in many cases
in prior PTO reexamination proceedings as well, and though the Company intends to vigorously defend the validity
of its patents, the outcome of the IPR proceedings is uncertain.
On April 1, 2016, Opticurrent, LLC filed a complaint against the Company in the United States District
Court for the Eastern District of Texas. In its complaint, Opticurrent alleges that the Company has infringed and
is infringing one patent pertaining to transistor switch devices. The Company has filed a motion to transfer the
case to California, which will be addressed in the coming months. Further proceedings and discovery are expected
over the course of the coming months, with trial currently scheduled for October 2017. The Company intends to
vigorously defend itself against Opticurrent’s claims.
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POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On August 11, 2016, ON Semiconductor filed a complaint against the Company in the United States
District Court for the District of Arizona. In its complaint, ON Semiconductor alleges that the Company has
infringed and is infringing five patents and requests injunctive relief, and the complaint also seeks a declaration
of non-infringement with respect to three of the Company’s patents that were previously asserted against Fairchild
Semiconductor. The Company has not yet answered ON Semiconductor’s complaint, but the Company has filed
a motion to dismiss and/or transfer the case to the Northern District of California, which will be addressed in the
coming months. No date has been set for trial, but the Company believes it has valid defenses and intends to
vigorously defend itself against ON Semiconductor’s claims.
On November 1, 2016, the Company filed a lawsuit against ON Semiconductor in the United States
District Court for the Northern District of California to address ON Semiconductor’s infringement of six patents.
No date has been set for trial, but ON Semiconductor has filed a motion requesting that the case be transferred to
Arizona, an issue that will be addressed in the coming months.
On December 27, 2016, ON Semiconductor filed a complaint against the Company in the United States
District Court for the Eastern District of Texas. In its complaint, ON Semiconductor alleges that the Company has
infringed and is infringing six patents and requests injunctive relief. The Company has not yet answered ON
Semiconductor’s complaint, and no date has been set for trial, but the Company believes it has valid defenses and
intends to vigorously defend itself against ON Semiconductor’s claims.
The Company is unable to predict the outcome of legal proceedings with certainty, and there can be no
assurance that Power Integrations will prevail in the above-mentioned unsettled litigations. These litigations,
whether or not determined in Power Integrations’ favor or settled, will be costly and will divert the efforts and
attention of the Company’s management and technical personnel from normal business operations, potentially
causing a material adverse effect on the business, financial condition and operating results. Currently, the Company
is not able to estimate a loss or a range of loss for the ongoing litigation disclosed above, however adverse
determinations in litigation could result in monetary losses, the loss of proprietary rights, subject the Company to
significant liabilities, require Power Integrations to seek licenses from third parties or prevent the Company from
licensing the technology, any of which could have a material adverse effect on the Company’s business, financial
condition and operating results.
11. ACQUISITIONS:
Cambridge Semiconductor Limited
In December 2014, the Company entered into a loan agreement with Cambridge Semiconductor Limited
(CamSemi), a UK company, in which $6.6 million was outstanding as of December 31, 2014. The estimated fair
value of the loan, which was a level 3 fair value measurement, approximated the carrying value of $6.6 million,
as the loan was outstanding for less than a month and the interest rate approximated a market rate for such a loan.
The loan was in anticipation of a definitive agreement the Company entered into to acquire CamSemi on January
2, 2015.
On January 2, 2015, the Company acquired 100% of the shares outstanding of CamSemi for total
consideration of approximately $23.3 million, of which $16.7 million was paid in cash and $6.6 million was applied
against the outstanding loan owed to the Company. The acquisition-related costs for the purchase of CamSemi
totaled $1.0 million, with $0.8 million recognized in 2014 and $0.2 million recognized in 2015.
CamSemi was acquired to accelerate the Company's product development efforts for the low-power
market. The acquisition also broadens the Company's technology and product portfolio for low-power applications,
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POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
particularly in the mobility and LED lighting markets. The purchase price allocated to goodwill in the acquisition
(as noted in the purchase price allocation below) is related largely to synergies and economies of scale expected
from combining the operations of CamSemi with those of the Company.
The following table summarizes the purchase price and estimated fair values of the assets acquired and
the liabilities assumed as of January 2, 2015, the completion of the acquisition of CamSemi:
(in thousands)
Total Amount
Assets Acquired
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets:
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets acquired. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities Assumed
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,134
1,891
1,409
408
1,093
6,600
2,420
11,250
26,205
1,832
1,090
2,922
23,283
The following table represents details of the purchased intangible assets:
Developed technology. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total acquired CamSemi intangibles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
6,600
2,420
9,020
Fair Value
Amount
(in thousands)
Estimated
Useful Life
(in years)
3 - 7
5
The fair value of the identifiable intangible assets: developed technology and customer relationships were
determined based on the following approach.
Developed Technology. The income approach was used to value the acquired developed technology.
Revenue attributable to the Company’s technology was estimated based on expected evolution of the technology
over time. Expenses were assumed to reflect the costs necessary to support the developed technology. The present
value was capitalized as developed technology as of the acquisition date and is being amortized using a straight-
line method to cost of revenues over the estimated life of 3 - 7 years.
Customer Relationships. An intangible customer relationship asset was recognized to the extent that the
Company was expected to benefit from future revenues reasonably anticipated given the historical customer
relationships and operating practices of CamSemi. In order to determine the fair value of the customer relationships,
the Company’s analysis assumed that the Company would immediately benefit from the economics generated by
CamSemi’s existing customer relationships. This amount was reduced by the potential impact given no past
customer relationships and the assumption that the Company could reacquire the customer relationships and ramp
up to a similar level of revenue within two years. The fair value of customer relationships was capitalized as of
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POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the acquisition date and is being amortized on a straight line basis to sales and marketing expenses over the estimated
life of 5 years.
Pro forma results of operations for this acquisition have not been presented because it is not material to
the Company’s consolidated financial statements.
Corporate Headquarters Building
In August 2015, the Company purchased a building adjacent to its corporate headquarters in San Jose,
California to support the continued growth of the business. The purchase has been accounted for using the acquisition
method of accounting in accordance with ASC 805, Business Combinations, as the building had existing rental
income resulting from in-place lease agreements with third-party tenants. The aggregate purchase price of $10.4
million, funded with cash on hand, was allocated as follows: $3.5 million for land, $6.3 million for building and
improvements, $0.7 million for in-place leases and $(0.1) million for liabilities assumed. The building and
improvements are being depreciated on a straight-line basis over an estimated useful life of up to 30 years.
Additionally, as a result of the purchase, the Company acquired existing third-party leases that were valued as in-
place lease intangible assets and are being amortized over the weighted average estimated life of two years. The
valuation of the acquired in-place leases were estimated by the Company based on the amount of avoided cash
outflows necessary to originate such leases. Acquisition-related costs in connection with the building purchase
were included in other income in the consolidated statements of income and were not material for the periods
presented.
Rental income from third-party leases, and the proportionate share of building expenses for those leases,
are included in other income in the consolidated statements of income from the date of acquisition. These amounts
were not material for the periods presented.
12. RETIREMENT PLANS:
The Company sponsors a defined benefit pension plan (Pension Plan) for its Swiss subsidiary in accordance
with the legal requirements of Switzerland. The plan assets, which provide benefits in the event of an employee’s
retirement, death or disability, are held in legally autonomous trustee-administered funds that are subject to Swiss
law. Benefits are based on the employee’s age, years of service and salary, and the plan is financed by contributions
by both the employee and the Company.
The net periodic benefit cost of the Pension Plan was not material to the Company's financial statements
during the years ended December 31, 2016, 2015 and 2014. At December 31, 2016, the projected benefit obligation
was $11.8 million, the plan assets were $7.9 million and the net pension liability was $3.9 million. As of December
31, 2015, the projected benefit obligation was $9.0 million, the plan assets were $6.0 million, and the net pension
liability was $3.0 million. The Company has recorded the unfunded amount as a liability in its consolidated balance
sheet at December 31, 2016 and 2015, under the other liabilities caption. The Company expects to make
contributions to the Pension Plan of approximately $0.4 million during 2017. The unrealized actuarial loss on
pension benefits, net of tax at December 31, 2016, 2015 and 2014 was $1.9 million, $1.6 million and $1.2 million,
respectively. These amounts were reflected in Note 2 above under the caption accumulated other comprehensive
loss.
In accordance with the Compensation-Retirement Benefits Topic of ASC 715-20, Defined Benefits Plan,
the Company recognizes the over-funded or under-funded status of its defined post-retirement plan as an asset or
liability in its statement of financial position. The company measured the plan assets and benefit obligations as of
the date of the fiscal year-end.
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POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. BANK LINE OF CREDIT:
On July 5, 2012, the Company entered into a Credit Agreement with two banks. The Credit Agreement
provides the Company with a $100.0 million revolving line of credit to use for general corporate purposes with a
$20.0 million sublimit for the issuance of standby and trade letters of credit. The Credit Agreement was amended
on April 1, 2014, to extend the Credit Agreement termination date from July 5, 2015, to April 1, 2017, with all
other terms of the Credit Agreement remaining the same.
On July 27, 2016, the Company terminated the Credit Agreement and entered into a new Credit Agreement
with a bank (the "New Credit Agreement"). The New Credit Agreement provides the Company with a $75.0 million
revolving line of credit to use for general corporate purposes with a $20.0 million sub-limit for the issuance of
standby and trade letters of credit. The Company’s ability to borrow under the revolving line of credit is conditioned
upon the Company’s compliance with specified covenants, including reporting and financial covenants, primarily
a minimum cash requirement and a debt to earnings ratio, with which the Company is currently in compliance.
The New Credit Agreement terminates on July 26, 2019; all advances under the revolving line of credit will become
due on such date, or earlier in the event of a default. As of December 31, 2016, the Company had no amount
outstanding under the New Credit Agreement.
14. SELECTED QUARTERLY INFORMATION (Unaudited):
The following tables set forth certain data from the Company's consolidated statements of income for
each of the quarters in the years ended December 31, 2016 and 2015.
The unaudited quarterly consolidated financial statements have been prepared on the same basis as the
audited consolidated financial statements contained herein and include all adjustments that the Company considers
necessary for a fair presentation of such information when read in conjunction with the Company's annual audited
consolidated financial statements and notes thereto appearing elsewhere in this report. The operating results for
any quarter are not necessarily indicative of the results for any subsequent period or for the entire fiscal year.
Three Months Ended
(unaudited)
Dec. 31,
Sept. 30,
June 30, Mar. 31,
Dec. 31,
Sept. 30,
June 30, Mar. 31,
(in thousands, except per share data)
2016
2016
2016
2016
2015
2015
2015
2015
Net revenues . . . . . . . . . . . . . . . . . . . . . $101,108
$103,790
$ 97,169
$ 85,326
$ 87,289
$ 88,878
$ 85,265
$ 82,557
Gross profit. . . . . . . . . . . . . . . . . . . . . . $ 49,384
$ 51,193
$ 47,637
$ 42,947
$ 42,916
$ 44,161
$ 44,018
$ 42,292
Net income . . . . . . . . . . . . . . . . . . . . . . $ 13,617
$ 14,165
$ 11,265
Earnings per share
Basic . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . $
0.47
0.46
$
$
0.49
0.48
$
$
0.39
0.38
$
$
$
8,843
$ 12,701
$ 11,513
0.31
0.30
$
$
0.45
0.44
$
$
0.40
0.39
$
$
$
8,590
0.29
0.29
$
$
$
6,343
0.22
0.21
Shares used in per share calculation
Basic . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . .
29,196
29,914
28,972
29,625
28,850
29,422
28,679
29,244
28,483
29,126
28,855
29,298
29,368
30,034
29,309
30,058
On January 2, 2015, the Company acquired 100% of the shares outstanding of CamSemi for total
consideration of approximately $23.3 million, of which $16.7 million was paid in cash and $6.6 million was applied
against the outstanding loan owed to the Company. The acquisition-related costs for the purchase of CamSemi
totaled $1.0 million, with $0.8 million recognized in 2014 and $0.2 million recognized in 2015. See Note 11,
Acquisitions.
86
Schedule II
Valuation and Qualifying Accounts
The Company maintains an allowance for doubtful accounts for estimated losses resulting from the
inability of customers to make required payments. This allowance is established using estimates formulated by the
Company’s management based upon factors such as the composition of the accounts receivable aging, historical
bad debt, changes in payments patterns, customer creditworthiness, and current economic trends. The Company
maintains an allowance for the distributors’ ship and debit credits relating to the sell-through of the Company’s
products. This reserve is established using the Company’s historical ship and debit amounts and levels of inventory
in the distributor channels.
Following is a summary of the activity in the allowance for doubtful accounts and allowance for ship and
debit credits:
(in thousands)
Allowance for doubtful accounts:
Year ended December 31, 2014. . . . . . . . . $
Year ended December 31, 2015. . . . . . . . . $
Year ended December 31, 2016. . . . . . . . . $
Balance at
Beginning of
Period
Charged to
Costs and
Expenses
Deductions(1)
Balance at End
of Period
120
191
318
$
$
$
135
133
207
$
$
$
(64) $
(6) $
— $
191
318
525
_______________
(1) Deductions relate to amounts written off against the allowance for doubtful accounts.
(in thousands)
Allowance for ship and debit credits:
Year ended December 31, 2014. . . . . . . . . $
Year ended December 31, 2015. . . . . . . . . $
Year ended December 31, 2016. . . . . . . . . $
Balance at
Beginning of
Period
Charged to
Costs and
Expenses
Deductions(2)
Balance at End
of Period
28,696
27,425
34,415
$
$
$
177,260
195,669
262,501
$
$
$
(178,531) $
(188,679) $
(258,841) $
27,425
34,415
38,075
_______________
(2) Deductions relate to ship and debit credits issued which adjust the sell-in price from the standard
distribution price to the pre-approved lower price. Refer to Note 2, Summary of Significant Accounting
Policies, for the Company’s revenue recognition policy, including the Company’s accounting for ship
and debit claims.
87
Item 16. Form 10-K Summary
Not provided.
88
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES
Dated: February 8, 2017
By:
/s/ SANDEEP NAYYAR
POWER INTEGRATIONS, INC.
Sandeep Nayyar
Chief Financial Officer (Duly Authorized
Officer, Principal Financial Officer and Chief
Accounting Officer)
89
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Balu Balakrishnan and Sandeep Nayyar his true and lawful attorney-in-fact and agent,
with full power of substitution and, for him and in his name, place and stead, in any and all capacities to sign any
and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT
AND IN THE CAPACITIES AND ON THE DATES INDICATED.
Dated: February 8, 2017
By:
/s/ BALU BALAKRISHNAN
Balu Balakrishnan
President, Chief Executive Officer
(Principal Executive Officer)
Dated: February 8, 2017
By:
/s/ SANDEEP NAYYAR
Sandeep Nayyar
Chief Financial Officer
(Principal Financial and Principal
Accounting Officer)
Dated: February 8, 2017
By:
/s/ ALAN D. BICKELL
Dated: February 8, 2017
Dated: February 8, 2017
Dated: February 8, 2017
Dated: February 8, 2017
Dated: February 8, 2017
Alan D. Bickell
Director
By:
/s/ NICHOLAS E. BRATHWAITE
Nicholas E. Brathwaite
Director
By:
By:
By:
By:
/s/ E. FLOYD KVAMME
E. Floyd Kvamme
Director and Chairman of the Board
/s/ STEVEN J. SHARP
Steven J. Sharp
Director
/s/ BALAKRISHNAN S. IYER
Balakrishnan S. Iyer
Director
/s/ WILLIAM GEORGE
William George
Director
90
POWER INTEGRATIONS, INC.
INDEX TO EXHIBITS
TO
FORM 10-K ANNUAL REPORT
For the Year Ended
December 31, 2016
Exhibit
Number
Exhibit Description
3.1 Restated Certificate of Incorporation
Incorporation by Reference
Form
10-K
File
Number
000-23441
Exhibit/
Appendix
Reference
3.1
Filed
Herewith
Filing Date
2/29/2012
3.2 Amended and Restated Bylaws
8-K
000-23441
3.1
4/26/2013
4.1 Reference is made to Exhibits 3.1 to
3.2
10.1* Form of Indemnity Agreement for
S-1
333-35421
10.1
9/11/1997
directors and officers
10.2* Power Integrations, Inc. Compliance
Policy Regarding IRC Section 409A
10.3*
1997 Employee Stock Purchase Plan,
as amended
10.4* Forms of agreement under 1997
Employee Stock Purchase Plan
10.5*
1997 Stock Option Plan (as amended
through January 25, 2005)
10.6* Forms of Option Agreements under
the 1997 Stock Option Plan
10-K
000-23441
10.63
3/2/2009
DEF14A
000-23441 Appendix B
3/25/2016
S-1
333-35421
10.5
9/11/1997
10-Q
000-23441
10.5
5/6/2005
10-K
000-23441
10.41
8/8/2007
10.7* Forms of Option Agreements under
10-K
000-23441
10.40
8/8/2007
the 1997 Stock Option Plan with
Executive Officers in connection with
the Chief Executive Officer Benefits
Agreement and the Executive Officer
Benefits Agreements
10.8* Amendment to Immediately
10-K
000-23441
10.59
3/2/2009
Exercisable Non-Qualified Stock
Option Agreement between Power
Integrations, Inc. and Balu
Balakrishnan, dated February 2, 2009
10.9*
1997 Outside Directors Stock Option
Plan
10.10* Amendment No. 1 to the Power
Integrations, Inc. 1997 Outside
Directors Stock Option Plan, effective
as of January 27, 2009
10.11* Amendment No. 2 to the Power
Integrations, Inc. 1997 Outside
Directors Stock Option Plan, effective
as of April 12, 2010
10-Q
000-23441
10.3
8/6/2009
10-K
000-23441
10.62
3/2/2009
10-Q
000-23441
10.2
5/6/2010
10.12* Forms of agreement under 1997
S-1
333-35421
10.4
9/11/1997
Outside Directors Stock Option Plan
91
Exhibit
Number
Exhibit Description
10.13* Amendment No. 1 to Nonstatutory
Stock Option Agreements for Outside
Directors, dated February 20, 2007,
between us and Alan Bickell
Incorporation by Reference
Form
10-K
File
Number
000-23441
Exhibit/
Appendix
Reference
10.35
Filed
Herewith
Filing Date
3/8/2007
10.14* Amendment No. 1 to Nonstatutory
10-K
000-23441
10.36
3/8/2007
Stock Option Agreements for Outside
Directors, dated February 20, 2007,
between us and Nicholas Brathwaite
10.15* Form of Director Option Grant
10-Q
000-23441
10.9
5/6/2009
Agreement.
10.16* Director Equity Compensation
10-K
000-23441
10.36
2/22/2013
Program, as revised in July 2012 and
January 2013
10.17* Forms of Stock Option Agreements to
be used in Director Equity
Compensation Program
10-Q
000-23441
10.5
11/7/2008
10.18* Outside Director Cash Compensation
10-Q
000-23441
10.3
11/3/2010
Arrangements
10.19*
2007 Equity Incentive Plan, as
amended and restated
10-Q
000-23441
10.2
8/7/2012
10.20* Forms of Option Agreements under
the 2007 Equity Incentive Plan
Schedule
TO
000-23441
99.(D)(4)
12/3/2008
10.21* Form of Restricted Stock Unit Grant
Notice and Form of Restricted Stock
Unit Award Agreement under the
2007 Equity Incentive Plan
10-Q
000-23441
10.1
5/6/2010
10.22* Form of Performance Stock Unit
10-K
000-23441
10.29
2/22/2013
Grant Notice and Performance Stock
Unit Agreement (as used after to
January 1, 2013) under the 2007
Equity Incentive Plan
10.23* Form of Long Term Performance
Stock Unit Notice and Agreement
under the 2007 Equity Incentive Plan
10.24* Power Integrations, Inc. 2016
Incentive Award Plan
10.25* Form of restricted Stock Unit Grant
Notice and Agreement under the 2016
Incentive Award Plan
10.26* Form of Performance Stock Unit
Notice and Agreement under the 2007
Equity Incentive Plan
10.27* Form of Long Term Performance
Stock Unit Notice and Agreement
under the 2007 Equity Incentive Plan
10-K
000-23441
10.84
2/10/2015
DEF14A
000-23441 Appendix A 3/25/2016
X
X
X
10.28 Technology License Agreement
10-Q
000-23441
10.28
11/14/2000
between us and Matsushita
Electronics Corporation, dated as of
June 29, 2000
92
Exhibit
Number
Exhibit Description
10.29† Wafer Supply Agreement between us
and ZMD Analog Mixed Signal
Services GmbH & Co. KG, dated as
of May 23, 2003
Incorporation by Reference
File
Number
Exhibit/
Appendix
Reference
Filing Date
Filed
Herewith
000-23441
10.32
8/7/2003
Form
10-Q
10.30† Amended and Restated Wafer Supply
10-Q
000-23441
10.31
8/7/2003
Agreement between us and OKI
Electric Industry Co., Ltd., dated as of
April 1, 2003
10.31† Amendment Number One to the
8-K
000-23441
10.22
4/18/2006
Amended and Restated Wafer Supply
Agreement between us and OKI
Electric Industry Co., Ltd., effective
as of August 11, 2004
10.32 Amendment Number Two to the
10-Q
000-23441
10.5
8/8/2008
Amended and Restated Wafer Supply
Agreement between Power
Integrations International, Ltd. and
OKI Electric Industry Co., Ltd.,
effective as of April 1, 2008
10.33 Amendment Number Three to the
10-Q
000-23441
10.5
8/8/2008
Amended and Restated Wafer Supply
Agreement between Power
Integrations International, Ltd. and
OKI Electric Industry Co., Ltd.,
effective as of June 9, 2008
10.34† Amendment Number Four to the
10-Q
000-23441
10.2
11/7/2008
Amended and Restated Wafer Supply
Agreement between Power
Integrations International, Ltd. and
OKI Electric Industry Co., Ltd., dated
September 15, 2008
10.35† Amendment Number Five to the
10-K
000-23441
10.61
3/2/2009
Amended and Restated Wafer Supply
Agreement between Power
Integrations International, Ltd. and
OKI Semiconductor Co., Ltd.,
effective as of November 14, 2008
10.36† Amendment Number Six to the
10-K
000-23441
10.32
2/11/2016
Amended and Restated Wafer Supply
Agreement between Power
Integrations International, Ltd. and
OKI Semiconductor Co., Ltd.,
effective as of November 1, 2015
10.37† Amendment Number Seven to the
10-Q
000-23441
10.1
11/1/2016
Amended and Restated Wafer Supply
Agreement between Power
Integrations International, Ltd. and
OKI Semiconductor Co., Ltd.,
effective as of August 8, 2016
10.38† Wafer Supply Agreement, between
Seiko Epson Corporation and Power
Integrations International, Ltd.
effective as of April 1, 2005
10-Q
000-23441
10.1
11/7/2008
93
Exhibit
Number
Exhibit Description
10.39† Amendment Number One to the
Wafer Supply Agreement between
Power Integrations International, Ltd.
and Seiko Epson Corporation, with an
effective date of December 19, 2008
10.40† Amendment Number Two to Wafer
Supply Agreement, between Seiko
Epson Corporation and Power
Integrations International, Ltd.,
entered into on January 5, 2011
Incorporation by Reference
Form
10-Q
File
Number
000-23441
Exhibit/
Appendix
Reference
10.1
Filed
Herewith
Filing Date
5/6/2009
10-K
000-23441
10.47
2/25/2011
10.41† Amendment Number Three to Wafer
10-Q
000-23441
10.1
5/8/2012
Supply Agreement, effective as of
February 1, 2012, by Power
Integrations International Ltd. and
Seiko Epson Corporation
10.42† Development Addendum to Wafer
10-Q
000-23441
10.1
11/1/2013
Supply Agreement, dated September
22, 2013, between Seiko Epson
Corporation and Power Integrations
International Ltd
10.43† Amendment Number Four to Wafer
10-K
000-23441
10.38
2/11/2016
Supply Agreement, effective as of
April 1, 2015, by Power Integrations
International Ltd. and Seiko Epson
Corporation
10.44† Amendment Number Five to Wafer
10-K
000-23441
10.39
2/11/2016
Supply Agreement, effective as of
November 2, 2015, by Power
Integrations International Ltd. and
Seiko Epson Corporation
10.45† Amendment Number Six to Wafer
Supply Agreement, effective as of
December 8, 2015, by Power
Integrations International Ltd. and
Seiko Epson Corporation
10.46† Amendment Number Seven to Wafer
Supply Agreement, effective as of
October 3, 2016, by Power
Integrations International Ltd. and
Seiko Epson Corporation
10.47† Amendment Number Eight to Wafer
Supply Agreement, effective as of
November 8, 2016 by Power
Integrations International Ltd. and
Seiko Epson Corporation
10-K
000-23441
10.40
2/11/2016
X
X
10.48† Amendment Number One to the
10-K
000-23441
10.66
2/26/2010
Amended and Restated Wafer Supply
Agreement between Power
Integrations International, Ltd. and
XFAB Dresden GmbH & Co. KG,
effective as of July 20, 2005
94
Exhibit
Number
Exhibit Description
10.49† Wafer Supply Agreement, made and
entered into as of October 1, 2010, by
and between Power Integrations
International, Ltd., and X-FAB
Semiconductor Foundries AG
10.50† Amendment Number One to Wafer
Supply Agreement, effective as of
January 1, 2014, between Power
Integrations International, Ltd., and
X-FAB Semiconductor Foundries AG
Incorporation by Reference
Form
10-Q
File
Number
000-23441
Exhibit/
Appendix
Reference
10.2
Filed
Herewith
Filing Date
5/8/2012
10-Q/A
000-23441
10.2
9/19/2014
10.51 Credit Agreement, dated July 5, 2012,
10-Q
000-23441
10.1
10/31/2012
by and between Power Integrations,
Inc., Union Bank N.A. and Wells
Fargo Bank, National Association
10.52 First Amendment to Credit Agreement
10-K
000-23441
10.61
2/22/2013
dated December 17, 2012, between
Power Integrations, Inc., Union Bank,
N.A. and Wells Fargo Bank, National
Association
10.53 Second Amendment to Credit
10-Q
000-23441
10.1
5/5/2014
Agreement, dated April 1, 2014, by
and between Power Integrations, Inc.,
Union Bank N.A. and Wells Fargo
Bank, National Association
10.54 Credit Agreement, dated July 27,
10-Q
000-23441
10.1
7/29/2016
2016, by and between Power
Integrations Inc. and Wells Fargo
Bank, National Association
10.55*
10.56*
2016 Executive Officer Compensation
Arrangements and 2016 Performance
Based Incentive Plan
2015 Executive Officer Cash
Compensation Arrangements and
2015 Bonus Plan
8-K
000-23441
Item 5.02
2/1/2016
8-K
000-23441
Item 5.02
2/2/2015
10.57* Offer Letter, dated June 23, 2010,
10-Q
000-23441
10.2
8/6/2010
between Power Integrations, Inc. and
Sandeep Nayyar
10.58* Form of Restricted Stock Unit Grant
Notice and Form of Restricted Stock
Unit Award Agreement for executive
officers for use prior to January 2013
10.59* Form of Restricted Stock Unit Grant
Notice and Form of Restricted Stock
Unit Award Agreement for executive
officers for use after January 2013
10-Q
000-23441
10.6
8/6/2010
10-K
000-23441
10.48
2/22/2013
10.60* Amended and Restated Chief
10-Q
000-23441
10.3
5/5/2014
Executive Officer Benefits
Agreement, dated as of May 1, 2014,
between Power Integrations, Inc. and
Balu Balakrishnan
95
Exhibit
Number
Exhibit Description
10.61* Amended and Restated Executive
Officer Benefits Agreement, dated as
of May 1, 2014, between Power
Integrations, Inc. and Cliff Walker
Incorporation by Reference
Form
10-Q
File
Number
000-23441
Exhibit/
Appendix
Reference
10.5
Filed
Herewith
Filing Date
5/5/2014
10.62* Amended and Restated Executive
10-Q
000-23441
10.6
5/5/2014
Officer Benefits Agreement, dated as
of May 1, 2014, between Power
Integrations, Inc. and Doug Bailey
10.63* Amended and Restated Executive
10-Q
000-23441
10.7
5/5/2014
Officer Benefits Agreement, dated as
of May 1, 2014, between Power
Integrations, Inc. and Ben Sutherland
10.64* Amended and Restated Executive
10-Q
000-23441
10.8
5/5/2014
Officer Benefits Agreement, dated as
of May 1, 2014, between Power
Integrations, Inc. and Sandeep Nayyar
10.65* Amended and Restated Executive
10-Q
000-23441
10.10
5/5/2014
Officer Benefits Agreement, dated as
of May 1, 2014, between Power
Integrations, Inc. and Mike Matthews
10.66* Amended and Restated Executive
10-Q
000-23441
10.11
5/5/2014
Officer Benefits Agreement, dated as
of May 1, 2014, between Power
Integrations, Inc. and Radu Barsan
10.67* Executive Officer Benefits
10-Q
000-23441
10.1
7/31/2015
Agreement, dates as of April 23,
2015, between Power Integrations,
Inc. and Raja Petrakian
10.68* Compensation arrangement with Balu
10-Q
000-23441
Balakrishnan
Item 5
of Part II
5/5/2014
14.1 Code of Business Conduct and Ethics
8-K
000-23441
14.1
2/4/2008
21.1 List of subsidiaries
23.1 Consent of Independent Registered
Public Accounting Firm
24.1 Power of Attorney (See signature
page)
31.1 Certification of Chief Executive
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive
Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2** Certification of Chief Financial
Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
Document
96
X
X
X
X
X
X
X
X
X
Exhibit
Exhibit Description
Number
101.CAL XBRL Taxonomy Extension
Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension
Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label
Linkbase Document
101.PRE XBRL Taxonomy Extension
Presentation Linkbase Document
Incorporation by Reference
Form
File
Number
Exhibit/
Appendix
Reference
Filing Date
Filed
Herewith
X
X
X
X
All references in the table above to previously filed documents or descriptions are incorporating those
documents and descriptions by reference thereto.
_____________
†
*
**
This Exhibit has been filed separately with the Commission pursuant to an application for confidential
treatment. The confidential portions of this Exhibit have been omitted and are marked by an asterisk.
Indicates a management contract or compensatory plan or arrangement.
The certifications attached as Exhibits 32.1 and 32.2 accompanying this Form 10-K, are not deemed
filed with the SEC, and are not to be incorporated by reference into any filing of Power Integrations,
Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, whether made before or after the date of this Form 10-K, irrespective of any general
incorporation language contained in such filing.
97
[THIS PAGE INTENTIONALLY LEFT BLANK]
Board of Directors
(cid:38)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)(cid:86)
Corporate Information
E. Floyd Kvamme (Chairman)
Partner Emeritus
(cid:46)(cid:79)(cid:72)(cid:76)(cid:81)(cid:72)(cid:85)(cid:15)(cid:3)(cid:51)(cid:72)(cid:85)(cid:78)(cid:76)(cid:81)(cid:86)(cid:15)(cid:3)(cid:38)(cid:68)(cid:88)(cid:191)(cid:72)(cid:79)(cid:71)(cid:3)(cid:9)(cid:3)(cid:37)(cid:92)(cid:72)(cid:85)(cid:86)
Wendy A. Arienzo
Vice President, Operations
FUJIFILM Dimatix, Inc.
(cid:37)(cid:68)(cid:79)(cid:88)(cid:3)(cid:37)(cid:68)(cid:79)(cid:68)(cid:78)(cid:85)(cid:76)(cid:86)(cid:75)(cid:81)(cid:68)(cid:81)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)
Power Integrations, Inc.
(cid:36)(cid:79)(cid:68)(cid:81)(cid:3)(cid:39)(cid:17)(cid:3)(cid:37)(cid:76)(cid:70)(cid:78)(cid:72)(cid:79)(cid:79)
Former Senior Vice President
Hewlett-Packard Co., Retired
(cid:49)(cid:76)(cid:70)(cid:75)(cid:82)(cid:79)(cid:68)(cid:86)(cid:3)(cid:40)(cid:17)(cid:3)(cid:37)(cid:85)(cid:68)(cid:87)(cid:75)(cid:90)(cid:68)(cid:76)(cid:87)(cid:72)
Partner, Riverwood Capital LLC
William L. George
Former Executive Vice President
ON Semiconductor Corp., Retired
(cid:37)(cid:68)(cid:79)(cid:68)(cid:78)(cid:85)(cid:76)(cid:86)(cid:75)(cid:81)(cid:68)(cid:81)(cid:3)(cid:54)(cid:17)(cid:3)(cid:44)(cid:92)(cid:72)(cid:85)
Former Senior Vice President and
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)
Conexant Systems, Inc., Retired
(cid:37)(cid:68)(cid:79)(cid:88)(cid:3)(cid:37)(cid:68)(cid:79)(cid:68)(cid:78)(cid:85)(cid:76)(cid:86)(cid:75)(cid:81)(cid:68)(cid:81)
President and
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)
Corporate Counsel
Cooley LLP
Palo Alto, CA
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Vice President,
Marketing
(cid:53)(cid:68)(cid:71)(cid:88)(cid:3)(cid:37)(cid:68)(cid:85)(cid:86)(cid:68)(cid:81)
Vice President,
Technology
Mike Matthews
Vice President,
Product Development
Sandeep Nayyar
Vice President, Finance
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)
Raja Petrakian
Vice President,
Operations
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Vice President,
Worldwide Sales
Transfer Agent
Computershare
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Independent Auditors
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San Jose, CA
Investor Information
For additional information about
Power Integrations,
visit our website at:
www.power.com
write to:
Investor Relations Department
Power Integrations, Inc.
(cid:24)(cid:21)(cid:23)(cid:24)(cid:3)(cid:43)(cid:72)(cid:79)(cid:79)(cid:92)(cid:72)(cid:85)(cid:3)(cid:36)(cid:89)(cid:72)(cid:81)(cid:88)(cid:72)
(cid:54)(cid:68)(cid:81)(cid:3)(cid:45)(cid:82)(cid:86)(cid:72)(cid:15)(cid:3)(cid:38)(cid:36)(cid:3)(cid:28)(cid:24)(cid:20)(cid:22)(cid:27)
or email:
ir@power.com
Steven J. Sharp
Former Chairman and CEO
TriQuint Semiconductor, Inc., Retired
Clifford J. Walker
Vice President,
Corporate Development
Power Integrations, Inc.(cid:3)(cid:24)(cid:21)(cid:23)(cid:24)(cid:3)(cid:43)(cid:72)(cid:79)(cid:79)(cid:92)(cid:72)(cid:85)(cid:3)(cid:36)(cid:89)(cid:72)(cid:81)(cid:88)(cid:72)(cid:15)(cid:3)(cid:54)(cid:68)(cid:81)(cid:3)(cid:45)(cid:82)(cid:86)(cid:72)(cid:15)(cid:3)(cid:38)(cid:36)(cid:3)(cid:28)(cid:24)(cid:20)(cid:22)(cid:27)(cid:3)www.power.com
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