COMMITMENTS AND CONTINGENCIES

Commitments

The following table summarizes the Company's contractual operating leases and other purchase commitments as of September 30, 2016 (in thousands):



Fiscal Years Ending March 31,	Operating Leases		Purchase Commitments *		Total
2017 (remainder of year)	$	1,282	$	24,166	$	25,448
2018	962		10,590		11,552
2019	503		693		1,196
Total	$	2,747	$	35,449	$	38,196

* Includes open purchase orders with terms that generally allow us the option to cancel or reschedule the order, subject to various restrictions and limitations. Also includes the licensing fees relating to the Company's R&D efforts, including IP, technology, product design, test and verification tools of $15.2 million.

Warranty

The Company's products typically carry a one-year warranty. The Company establishes reserves for estimated product warranty costs at the time revenue is recognized. Although the Company engages in extensive product quality programs and processes, its warranty obligation is affected by product failure rates, use of materials, and service delivery costs incurred in correcting any product failure. Historically, the Company’s warranty returns have not been material.

Intellectual Property Indemnities

The Company indemnifies certain customers and contract manufacturers against liability arising from third-party claims of IP rights infringement related to its products. These indemnities appear in development and supply agreements with customers as well as manufacturing service agreements with contract manufacturers and generally survive the expiration of the contract. Given that the amount of any potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, the Company is unable to determine the maximum amount of losses that could be incurred related to such indemnifications.

Guarantees and Indemnities

In the normal course of business, the Company is occasionally required to provide other guarantees and indemnities for which it may be required to make future payments under specific circumstances. The amount of any potential liabilities related to such obligations cannot be accurately determined until a formal claim is filed. The Company maintains general and product liability insurance which may provide a source of recovery in the event of an indemnification claim.

Legal Proceedings

The Company is currently a party to certain legal proceedings, including those noted in this section. The Company believes the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm the Company's financial position, results of operations or cash flows. Notwithstanding the foregoing, legal proceedings are subject to inherent uncertainties, unfavorable rulings or other events that could occur. In addition, legal proceedings are expensive to prosecute and defend against and can divert management attention and Company resources away from the Company's business objectives. Unfavorable resolutions could include monetary damages against the Company or injunctions or other restrictions on the conduct of the Company’s business, or preclude the Company from recovering the damages it seeks in legal proceedings it has commenced. It is also possible that the Company could conclude it is in the best interests of its stockholders, employees, and customers to settle one or more such matters, and any such settlement could include substantial payments or the surrender of rights to collect payments from third parties. However, the Company has not reached this conclusion with respect to any material matter at this time.

In 1993, the Company was named as a Potentially Responsible Party (“PRP”) along with more than 100 other companies that used an Omega Chemical Corporation waste treatment facility in Whittier, California (the “Omega Site”). The U.S. Environmental Protection Agency (“EPA”) has alleged that Omega failed to properly treat and dispose of certain hazardous waste materials at the Omega Site. The Company is a member of a large group of PRPs, known as the Omega Chemical Site PRP Organized Group (“OPOG”), which has agreed to fund certain on-going remediation efforts relating to the Omega Site. Pursuant to a consent decree entered into between EPA and OPOG and approved by the U.S. District Court for the Central District of California (the “Court”) in 2001, as amended in 2010, removal of waste materials stored at the Omega Site has been completed. Efforts to remediate the soil, groundwater and air quality at and around the Omega Site are expected to be ongoing for several more years. In addition, in April 2016 OPOG and EPA filed with the Court a consent decree (the “Consent Decree”) outlining the proposed remediation plan and related litigation settlement terms for a regional groundwater contamination plume allegedly originating at the Omega Site (the Operable Unit 2 or “OU2”). It is anticipated the Court will approve the Consent Decree in fiscal year 2017, following which remediation of OU2 will commence. It is also anticipated that the Court’s approval of the Consent Decree will cause it to lift the stay it had previously placed on litigation originally filed in 2007 by Angeles Chemical Company, located downstream from the Omega Site, against OPOG and the PRPs for cost recovery and indemnification for future costs allegedly resulting from OU2.

In 2012, as a result of challenges made by certain PRPs to the criteria previously used to allocate liability among OPOG members, and of the departure of certain PRPs from OPOG, OPOG approved changes to the cost allocation structure that resulted in an increase to the Company's proportional allocation of liability. In 2013 and 2014, OPOG retained legal counsel to pursue groundwater remediation-related claims against other PRPs and to protect its interests in connection with bankruptcy proceedings filed by an OPOG member. In connection with those cost recovery efforts, in May 2014, OPOG entered into a cost sharing and settlement agreement (as amended in April 2016 in connection with the Consent Decree) with one PRP for future remediation costs and settlement of EPA’s past costs for OU2. To fund the shared costs, OPOG and the other PRP will create a Joint Environmental Remediation Trust, for which OPOG’s contribution amount will be funded from member assessments made in 2016. Any additional changes made to OPOG’s cost allocation structure, as well as the subsequent departure or bankruptcy of one or more other PRPs from OPOG, could have the effect of increasing the proportional liability of the remaining PRPs, including the Company.

To date, the Company has remitted payments to OPOG covering its proportional allocation of liability for OPOG’s legal expenses and remediation costs; the Company's assessments received during fiscal year 2016 and the first and second quarters of fiscal year 2017 totaled approximately $80,000. There were no new or outstanding Company assessments as of the end of September 2016. The Company anticipates that its payment obligations relating to the Omega Site will increase once the Consent Decree receives final Court approval, although the timing of any such increases currently is uncertain.

In September 2016, a calendar 2017 budget was submitted to OPOG members contemplating issuing assessments to OPOG members on December 1, 2016 (due February 1, 2017), and in approximately May 2017 (due 60 days after issuance). As of the end of September 2016, the Company was not provided any breakdown of the Company’s share of such assessments. Based on the Company’s prior percentage contributions to such assessments and currently available information, Company assessments falling due in calendar year 2017 under such budget would aggregate up to roughly $75,000. Notwithstanding such anticipated increases or their timing, the Company does not currently believe its total share of remediation-related expenses will be material to its financial statements, based on its approximately 0.5% contribution to the total waste tonnage sent to the site and current estimates of the potential aggregate remediation costs. Based on currently available information, the Company has a loss accrual that is not material and believes that the actual amount of our costs will not be materially different from the amount accrued. However, proceedings are ongoing and the eventual outcome of the clean-up efforts and the pending litigation matters is uncertain at this time. Based on currently available information, the Company does not believe that any eventual outcome will have a material adverse effect on its business or operations.