Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 28, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CAVM | |
Entity Registrant Name | CAVIUM, INC. | |
Entity Central Index Key | 1,175,609 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 57,335,146 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 129,629 | $ 134,646 |
Accounts receivable, net of allowances of $1,481 and $1,468, respectively | 79,594 | 68,742 |
Inventories | 48,092 | 47,009 |
Prepaid expenses and other current assets | 8,233 | 10,231 |
Total current assets | 265,548 | 260,628 |
Property and equipment, net | 63,303 | 64,677 |
Intangible assets, net | 37,907 | 35,492 |
Goodwill | 71,478 | 71,478 |
Other assets | 1,738 | 1,718 |
Total assets | 439,974 | 433,993 |
Current liabilities: | ||
Accounts payable | 25,668 | 27,489 |
Other accrued expenses and other current liabilities | 8,326 | 9,443 |
Deferred revenue | 6,425 | 6,316 |
Capital lease and technology license obligations | 17,286 | 20,608 |
Total current liabilities | 57,705 | 63,856 |
Capital lease and technology license obligations, net of current portion | 6,932 | 9,858 |
Deferred tax liability | 3,785 | 3,417 |
Other non-current liabilities | 2,907 | 2,962 |
Total liabilities | $ 71,329 | $ 80,093 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity | ||
Common stock, par value $0.001: 200,000,000 shares authorized; 57,335,146 and 56,259,252 shares issued and outstanding, respectively | $ 57 | $ 56 |
Additional paid-in capital | 561,833 | 543,256 |
Accumulated deficit | (193,245) | (189,412) |
Total stockholders' equity | 368,645 | 353,900 |
Total liabilities and stockholders' equity | $ 439,974 | $ 433,993 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowances for accounts receivable | $ 1,481 | $ 1,468 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 57,335,146 | 56,259,252 |
Common stock, shares outstanding | 57,335,146 | 56,259,252 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net revenue | $ 101,882 | $ 101,778 |
Cost of revenue | 33,866 | 35,799 |
Gross profit | 68,016 | 65,979 |
Operating expenses: | ||
Research and development | 50,455 | 58,422 |
Sales, general and administrative | 20,925 | 20,671 |
Total operating expenses | 71,380 | 79,093 |
Loss from operations | (3,364) | (13,114) |
Other income (expense), net: | ||
Interest expense | (208) | (410) |
Other, net | 14 | (66) |
Total other expense, net | (194) | (476) |
Loss before income taxes | (3,558) | (13,590) |
Provision for income taxes | 275 | 301 |
Net loss | $ (3,833) | $ (13,891) |
Earnings per share: | ||
Net loss per common share, basic | $ (0.07) | $ (0.25) |
Shares used in computing basic net loss per common share | 56,932 | 54,882 |
Net loss per common share, diluted | $ (0.07) | $ (0.25) |
Shares used in computing diluted net loss per common share | 56,932 | 54,882 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (3,833) | $ (13,891) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation expense | 13,393 | 11,699 |
Depreciation and amortization | 11,384 | 10,317 |
Deferred income taxes | 365 | 154 |
Gain on disposition of certain consumer product assets | (400) | |
Changes in assets and liabilities: | ||
Accounts receivable, net | (10,852) | (8,618) |
Inventories | (1,024) | (401) |
Prepaid expenses and other current assets | 1,999 | (814) |
Other assets | (17) | (120) |
Accounts payable | (5,489) | (2,247) |
Deferred revenue | 109 | (238) |
Accrued expenses and other current and non-current liabilities | (1,173) | 8,048 |
Net cash provided by operating activities | 4,862 | 3,489 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (5,026) | (9,901) |
Purchases of intangible assets | (3,731) | (667) |
Cash payment to common shareholders of Xpliant | (2,541) | |
Proceeds received from disposition of certain consumer product assets | 400 | |
Sale of short-term investment | 1,000 | |
Net cash used in investing activities | (8,757) | (11,709) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock upon exercise of options | 5,126 | 6,911 |
Principal payment of capital lease and technology license obligations | (6,248) | (9,384) |
Net cash used in financing activities | (1,122) | (2,473) |
Net decrease in cash and cash equivalents | (5,017) | (10,693) |
Cash and cash equivalents, beginning of period | 134,646 | 131,718 |
Cash and cash equivalents, end of period | 129,629 | 121,025 |
Unpaid capital expenditures included in accounts payable and other accrued expenses and other current liabilities | ||
Supplemental disclosures of cash flows from investing and financing activities: | ||
Property and equipment and intangible assets acquired | $ 5,932 | 2,089 |
Unpaid capital expenditures included in capital lease and technology license obligations | ||
Supplemental disclosures of cash flows from investing and financing activities: | ||
Property and equipment and intangible assets acquired | $ 600 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization Cavium, Inc., (the “Company”), was incorporated in the state of California on November 21, 2000 and was reincorporated in the state of Delaware effective February 6, 2007. The Company designs, develops and markets semiconductor processors for intelligent and secure networks. Basis of Presentation The condensed consolidated financial statements include the accounts of Cavium, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Prior to the closing of the acquisition of Xpliant, Inc. (“Xpliant”) in April 2015 as discussed in Note 5 of Notes to Condensed Consolidated Financial Statements, the Company accounted for Xpliant as a variable interest entity, or VIE. Under the accounting principles generally accepted in the United States of America, or US GAAP, a VIE is required to be consolidated by its primary beneficiary. The primary beneficiary is the party that absorbs a majority of the VIE’s anticipated losses and/or a majority of the expected returns. The condensed consolidated financial statements have been prepared in accordance with US GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. Accordingly, they do not include all of the information and footnotes required by US GAAP for annual financial statements. For further information, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K (File No. 001-33435) on file with the SEC for the year ended December 31, 2015. The condensed consolidated financial statements contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to state fairly the Company’s condensed consolidated financial position at March 31, 2016, and the condensed consolidated results of its operations for the three months ended March 31, 2016 and 2015, and condensed consolidated statements of cash flows for the three months ended March 31, 2016 and 2015. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by US GAAP. Significant Accounting Policies The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. There had been no material changes to these accounting policies other than the accounting for stock-based compensation. For options granted beginning 2016, the Company used historical exercise patterns to estimate the expected life. Prior to 2016, the Company used the simplified method as permitted by the guidance on stock-based compensation to estimate the expected life. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board, or FASB, issued an update to the guidance on stock-based compensation. Under the new guidance, all excess tax benefits and tax deficiencies will be recognized in the income statement as they occur. This will replace the current guidance, which requires tax benefits that exceed compensation cost (windfalls) to be recognized in equity. It will also eliminate the need to maintain a “windfall pool,” and will remove the requirement to delay recognizing a windfall until it reduces current taxes payable. The new guidance will also change the cash flow presentation of excess tax benefits, classifying them as operating inflows, consistent with other cash flows related to income taxes. Today, windfalls are classified as financing activities. Also, most companies with stock-based compensation will show additional dilutive effects in earnings per share, or EPS, calculations. This is because there will no longer be excess tax benefits recognized in additional paid in capital. Today those excess tax benefits are included in assumed proceeds from applying the treasury stock method when computing diluted EPS. Under the amended guidance, companies will be able to make an accounting policy election to either (1) continue to estimate forfeitures or (2) account for forfeitures as they occur. This updated guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact this updated guidance on its financial statements and related disclosures. In February 2016, the FASB issued an updated guidance on leases. The core principle of this updated guidance is that a lessee should recognize the assets and lease liabilities on the balance sheet for certain leases classified as operating leases under previous GAAP. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. This updated guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact this updated guidance on its financial statements and related disclosures. In January 2016, the FASB issued an updated guidance on Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this updated guidance, among other things, requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. It requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. Further, it requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables). It also eliminates the requirement for entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in this updated guidance are effective for annual and interim periods beginning after December 15, 2017. Early adoption is not permitted. The adoption of this updated guidance is not expected to have a material effect on the Company’s financial statements and related disclosures. In May 2014, the FASB issued a new guidance on the recognition of revenue from contracts with customers, which includes a single set of rules and criteria for revenue recognition to be used across all industries. The new revenue guidance’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this objective, the guidance requires five basic steps: identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when or as the entity satisfies a performance obligation. In August 2015, the FASB issued an update to defer the effective date by one year. In 2016, the FASB issued amendments intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations and revenue from contracts with customers. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods during the annual period. Early adoption is allowed for annual reporting periods beginning after December 15, 2016. This new guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company has not selected the transition method and is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements. |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 2. Net Loss Per Common Share The following table sets forth the computation of net loss per share: Three Months Ended March 31, 2016 2015 (in thousands, except per share data) Net loss $ (3,833 ) $ (13,891 ) Weighted average common shares outstanding - basic 56,932 54,882 Dilutive effect of employee stock plans - - Weighted average common shares outstanding - diluted 56,932 54,882 Net loss per common share, basic $ (0.07 ) $ (0.25 ) Net loss per common share, diluted $ (0.07 ) $ (0.25 ) The following outstanding options and restricted stock units were excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2016 2015 (in thousands) Options to purchase common stock 1,472 2,264 Restricted stock units 2,947 2,790 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements At March 31, 2016 and December 31, 2015, the Company’s cash equivalents comprised of an investment in a money market fund. In accordance with the guidance for fair value measurements and disclosures, the Company determined the fair value hierarchy of its money market fund and short-term bank deposit as Level 1, which approximated $91.2 million and $102.2 million as of March 31, 2016 and December 31, 2015, respectively. The carrying amount of the Company’s accounts receivable, accounts payable and accrued expenses approximate fair value due to their short term maturities. There are no other financial assets and liabilities that require Level 2 or Level 3 fair value hierarchy measurements and disclosures. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Inventories As of March 31, 2016 As of December 31, 2015 (in thousands) Work-in-process $ 35,188 $ 33,701 Finished goods 12,904 13,308 $ 48,092 $ 47,009 Property and equipment, net As of March 31, 2016 As of December 31, 2015 (in thousands) Test equipment and mask costs $ 76,948 $ 71,021 Software, design tools, computer and other equipment 63,403 62,331 Furniture, office equipment and leasehold improvements 6,361 5,755 146,712 139,107 Less: accumulated depreciation and amortization (83,409 ) (74,430 ) $ 63,303 $ 64,677 Depreciation and amortization expense was $9.0 million and $7.5 million for the three months ended March 31, 2016 and 2015, respectively. The Company leases certain design tools under capital lease and certain financing arrangements which are included in property and equipment, which total cost, net of accumulated amortization amounted to $21.5 million and $25.3 million at March 31, 2016 and December 31, 2015, respectively. Amortization expense related to assets recorded under capital lease and certain financing agreements was $3.7 million and $3.7 million for the three months ended March 31, 2016 and 2015, respectively. Other accrued expenses and other current liabilities As of March 31, 2016 As of December 31, 2015 (in thousands) Accrued compensation and related benefits $ 5,085 $ 4,485 Professional fees 976 1,018 Accrued royalties 907 761 Manufacturing rights payable (Note 10) - 1,875 Income tax payable 439 541 Other 919 763 $ 8,326 $ 9,443 Warranty Accrual The following table presents a rollforward of the warranty liability, which is included within other accrued expenses and other current liabilities above: Three Months Ended March 31, 2016 2015 (in thousands) Beginning balance $ 336 $ 227 Accruals and adjustments 200 279 Settlements (147 ) (64 ) Ending balance $ 389 $ 442 Deferred revenue As of March 31, 2016 As of December 31, 2015 (in thousands) Services/support and maintenance $ 5,621 $ 5,531 Software license/subscription 804 785 $ 6,425 $ 6,316 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | 5. Business Combination Xpliant, Inc. Pursuant to the Agreement and Plan of Merger and Reorganization (“the Merger Agreement”) between the Company and Xpliant, a final closing occurred on April 29, 2015 as discussed in detail below. Between May 2012 and March 2015, the Company entered into several note purchase agreements and promissory notes with Xpliant to provide cash advances. Xpliant was a Delaware incorporated and privately held company, engaged in the design and development of next generation software defined network switch chips. Prior to the closing of the merger pursuant to the Merger Agreement, the Company concluded that Xpliant was a VIE as the Company was Xpliant’s primary beneficiary due to the Company’s involvement with Xpliant and the Company’s purchase option to acquire Xpliant. As such, the Company has included the accounts of Xpliant in the condensed consolidated financial statements. The Company had made total cash advances of $85.8 million, consisting of $10.0 million under nine convertible notes which, as amended, matured on August 31, 2014 and $75.8 million under several promissory notes which originally matured between April 2015 and March 2016. All promissory notes were cancelled as of July 31, 2015. On July 30, 2014, the Company entered into the Merger Agreement, which was amended on October 8, 2014 and March 31, 2015 with Xpliant. Under the terms of the Merger Agreement, as amended, the Company paid approximately $3.6 million in total cash consideration in exchange for all outstanding securities held by Xpliant’s stockholders. Pursuant to the Merger Agreement, as amended, a first closing occurred on March 31, 2015 and the Company paid $2.5 million to Xpliant’s stockholders with respect to approximately 70% of the Xpliant stock outstanding and a second and final closing occurred on April 29, 2015 and the Company paid $1.1 million to Xpliant’s stockholders with respect to the then remaining approximately 30% of the Xpliant stock outstanding. Based on the substance of the transaction, the Company recorded the payments of cash consideration to Xpliant stockholders as a decrease to the Company’s additional paid-in capital within stockholders’ equity. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 6. Goodwill and Intangible Assets, Net Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The carrying value of goodwill as of March 31, 2016 was $71.5 million, unchanged from the balance at December 31, 2015. Intangible assets, net As of March 31, 2016 Gross Accumulated Amortization Net Weighted average remaining amortization period (years) (in thousands) Technology licenses $ 75,306 $ (37,838 ) $ 37,468 5.66 Existing and core technology - product 41,711 (41,272 ) 439 0.74 Customer contracts and relationships 2,215 (2,215 ) - - Trade name 2,296 (2,296 ) - - Total amortizable intangible assets $ 121,528 $ (83,621 ) $ 37,907 5.60 As of December 31, 2015 Gross Accumulated Amortization Net Weighted average remaining amortization period (years) (in thousands) Technology licenses $ 70,521 $ (35,625 ) $ 34,896 6.10 Existing and core technology - product 41,711 (41,115 ) 596 0.99 Customer contracts and relationships 2,215 (2,215 ) - - Trade name 2,296 (2,296 ) - - Total amortizable intangible assets $ 116,743 $ (81,251 ) $ 35,492 6.01 Amortization expense was $2.4 million and $2.9 million for the three months ended March 31, 2016 and 2015, respectively. The estimated future amortization expense of amortizable intangible assets is as follows (in thousands): Remainder of 2016 $ 7,380 2017 8,073 2018 6,504 2019 4,510 2020 3,994 2021 and thereafter 7,446 $ 37,907 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Equity Incentive Plans The following table summarizes the details related to stock options granted and outstanding under the 2007 Equity Incentive Plan and 2001 Stock Incentive Plan for the three months ended March 31, 2016: Number of Options Outstanding Weighted Average Exercise Price Balance as of December 31, 2015 2,027,999 $ 24.75 Options granted 175,776 48.88 Options exercised (731,778 ) 7.00 Options cancelled and forfeited - - Balance as of March 31, 2016 1,471,997 36.45 The fair value of each option grant for the three months ended March 31, 2016 and 2015 were estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions below. For options granted beginning 2016, the Company used historical exercise patterns to estimate the expected life. Prior to 2016, the Company used the simplified method as permitted by the guidance on stock-based compensation to estimate the expected life. Three Months Ended March 31, 2016 2015 Risk-free interest rate 1.11% 1.41% Expected life 4.96 years 4.58 years Dividend yield 0% 0% Volatility 42.51% 43.03% The estimated weighted-average grant date fair value of options granted for the three months ended March 31, 2016 and 2015 was $18.65 per share and $23.60 per share, respectively. As of March 31, 2016, there was $5.6 million of unrecognized compensation costs, net of estimated forfeitures, related to stock options granted under the Company’s 2007 Equity Incentive Plan and 2001 Stock Incentive Plan. The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.86 years. The following table summarizes the details related to restricted stock units, or RSUs, granted and outstanding under the 2007 Equity Incentive Plan for the three months ended March 31, 2016: Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance as of December 31, 2015 2,194,068 $ 47.85 Granted 1,138,676 49.14 Issued and released (344,116 ) 42.92 Cancelled and forfeited (41,871 ) 61.70 Balance as of March 31, 2016 2,946,757 48.73 Included in the RSU grants in the table above was one-year performance-based RSUs granted in February 2016 for which the Company determined that the fair value of these performance RSU’s was $2.9 million. The Company recorded the related stock-based compensation expense based on its evaluation of the probability of achieving the milestones of all of the outstanding performance-based RSU’s as of March 31, 2016. At each reporting period, the Company evaluates the probability of achieving the milestone of each of the outstanding performance-based RSU’s and updates the recognition of related stock-based compensation expense. Also included in the RSU grants in the table above was a three-year vesting market-based RSU granted in February 2016. This market-based RSU will vest if: (i) during the performance period, the Company’s total stockholder return over a period of 30 consecutive trading days is equal to or greater than that of the industry index set by the compensation committee of the board of directors; and (ii) the recipient remains in continuous service with the Company through such vesting period. The fair value of the market-based RSU was determined by management using the Monte Carlo simulation method which takes into account multiple input variables that determine the probability of satisfying the market conditions stipulated in the award. This method requires the input of assumptions, including the expected volatility of the Company’s common stock, and a risk-free interest rate, similar to assumptions used in determining the fair value of the stock option grants discussed above. As such, the Company determined that the fair value of this market-based RSU was $3.3 million at the date of grant. The Company recorded the related stock-based compensation expense for the three months ended March 31, 2016 related to this grant. As of March 31, 2016, there was $116.3 million of unrecognized compensation costs, net of estimated forfeitures related to RSUs granted under the Company’s 2007 Equity Incentive Plan. The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.75 years. Stock-Based Compensation The following table presents the detail of stock-based compensation expense amounts included in the condensed consolidated statement of operations for each of the periods presented: Three Months Ended March 31, 2016 2015 (in thousands) Cost of revenue $ 183 $ 197 Research and development 8,014 6,795 Sales, general and administrative 5,196 4,707 $ 13,393 $ 11,699 The total stock-based compensation cost capitalized as part of inventory as of March 31, 2016 and December 31, 2015 was not material. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The quarterly provision for income taxes is based on the estimated annual effective tax rate, plus any discrete items. The Company updates its estimate of its annual effective tax rate at the end of each quarterly period. The estimate takes into account estimations of annual pre-tax income, the geographic mix of pre-tax income and interpretations of tax laws and the possible outcomes of current and future audits. The following table presents the provision for income taxes and the effective tax rates for the three months ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 (in thousands) Loss before income taxes $ (3,558 ) $ (13,590 ) Provision for income taxes 275 301 Effective tax rate (7.7 )% (2.2 )% The provision for income taxes for the three months ended March 31, 2016 and 2015 were primarily related to earnings in foreign jurisdictions. The difference between the provision for income taxes that would be derived by applying the statutory rate to the Company’s loss before income taxes and the provision for income taxes recorded for the three months ended March 31, 2016 and 2015 were primarily attributable to the difference in foreign tax rates and an increase in deferred tax liability related to the indefinite lived intangible assets. The Company’s net deferred tax assets relate predominantly to its U.S. tax jurisdiction. A full valuation allowance against the Company federal and state net deferred tax assets has been in place since 2012. The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on the Company's ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. The Company weighed both positive and negative evidence and determined that there is a continued need for a valuation allowance as the Company is in a cumulative loss position over the previous three years, which is considered significant negative evidence. As such, the Company has not changed its judgment regarding the need for a full valuation allowance on its federal and state deferred tax assets as of December 31, 2015 and March 31, 2016. Until such time, consumption of tax attributes to offset profits will reduce the overall level of deferred tax assets subject to valuation allowance. Should the Company determine that it would be able to realize its remaining deferred tax assets in the foreseeable future, an adjustment to its remaining deferred tax assets would cause a material increase to net income in the period such determination is made. On July 27, 2015, the U.S. Tax Court in Altera Corp. v. Commissioner, 145 T.C. No. 3 (2015) issued an opinion with respect to Altera’s litigation with the Internal Revenue Service, concerning the treatment of stock-based compensation expense in an inter-company cost sharing arrangement. In ruling in favor of Altera, the Tax Court invalidated the portion of the Treasury regulations requiring the inclusion of stock-based compensation expense in such inter-company cost-sharing arrangements. Accordingly, the Company adjusted its inter-company arrangement to reflect the recent ruling; however, due to the valuation allowance against the Company’s federal and state net deferred tax assets, there was no material impact. On an ongoing basis, stock-based compensation will be excluded from intercompany charges. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 9. Segment and Geographic Information The Company manages and operates as one reporting segment. The Company’s revenue consists primarily of sale of semiconductor products and the Company also derives revenue from licensing software and related maintenance and support. The revenue from these sources is classified by the Company as product revenue. The Company also generates revenue from professional service arrangements which is categorized as service revenue. The total service revenue is less than 10% of the Company’s total revenue for the three months ended March 31, 2016 and 2015. The Company categorizes its net revenue in two different markets, (i) the enterprise network, data center and access and service provider markets; and (ii) broadband and consumer markets. The net revenue by markets for the periods indicated was as follows: Three Months Ended March 31, 2016 2015 (in thousands) Enterprise network, data center and access and service provider markets $ 94,010 $ 92,397 Broadband and consumer markets 7,872 9,381 $ 101,882 $ 101,778 The following table is based on the geographic location of the original equipment manufacturers, the contract manufacturers or the distributors who purchased the Company’s products. For sales to the distributors, their geographic location may be different from the geographic locations of the ultimate end customers. Sales by geography for the periods indicated were as follows: Three Months Ended March 31, 2016 2015 (in thousands) United States $ 33,466 $ 32,005 China 23,733 26,118 Finland 16,563 7,915 Taiwan 9,333 8,370 Mexico 5,791 9,536 Korea 3,370 7,915 Other countries 9,626 9,919 Total $ 101,882 $ 101,778 The following table sets forth tangible long lived assets, which consist of property and equipment, net by geographic regions: As of March 31, 2016 As of December 31, 2015 (in thousands) United States $ 49,416 $ 52,547 All other countries 13,887 12,130 Total $ 63,303 $ 64,677 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies The Company is not currently a party to any legal proceedings, the outcome of which, if determined adversely to the Company, would have a material adverse effect on the condensed consolidated financial position, condensed results of operations or condensed cash flows of the Company. The Company leases its facilities under non-cancelable operating leases, which contain renewal options and escalation clauses, and expire on various dates ending in October 2022. The Company also acquires certain assets under capital leases. Rent expense incurred under operating leases was $2.4 million and $1.8 million for the three months ended March 31, 2016 and 2015 The capital lease and technology license obligations include future cash payments payable primarily for license agreements with various outside vendors. For license agreements which qualify under capital lease and where installment payments extend beyond one year, the present value of the future installment payments are capitalized and included as part of intangible assets or property and equipment which is amortized over the estimated useful lives of the related licenses. Minimum commitments under non-cancelable operating and capital lease agreements as of March 31, 2016 are as follows: Capital lease and technology license obligations Operating leases Total (in thousands) Remainder of 2016 $ 15,132 $ 6,790 $ 21,922 2017 8,794 8,847 17,641 2018 1,075 8,969 10,044 2019 - 8,847 8,847 2020 - 8,966 8,966 2021 thereafter - 14,169 14,169 $ 25,001 $ 56,588 $ 81,589 Less: Interest component (3.75% annual rate) 783 Present value of minimum lease payment 24,218 Current portion of the obligations $ 17,286 Long-term portion of obligations $ 6,932 On March 30, 2015, Xpliant exercised its option to purchase the manufacturing rights to accelerate the takeover of manufacturing, and to relieve Xpliant from any further obligation to purchase product quantities from Xpliant’s application specific integrated circuit, or ASIC, vendor. In consideration for this, Xpliant agreed to pay a $7.5 million manufacturing rights licensing fee and a per-unit royalty fee for certain ASIC products sold to certain customers for a limited time. The manufacturing rights licensing fee is payable in four equal quarterly payments, with the first installment payment due on April 29, 2015 and each of the subsequent three installment payments being due on the first day of the following calendar quarter. The royalty shall be payable within 30 days after the end of each calendar quarter following the sale. Considering the terms of the purchase of the manufacturing rights, the Company recorded the full amount of the manufacturing rights licensing fee within research and development expense on the condensed consolidated statement of operations for the three months ended March 31, 2015 and the related liability was recorded within other accrued expenses and other current liabilities on the condensed consolidated balance sheets. In 2015, the Company settled three installments due. The final installment payment was made during the three months ended March 31, 2016. |
Organization and Basis of Pre16
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Organization Cavium, Inc., (the “Company”), was incorporated in the state of California on November 21, 2000 and was reincorporated in the state of Delaware effective February 6, 2007. The Company designs, develops and markets semiconductor processors for intelligent and secure networks. |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of Cavium, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Prior to the closing of the acquisition of Xpliant, Inc. (“Xpliant”) in April 2015 as discussed in Note 5 of Notes to Condensed Consolidated Financial Statements, the Company accounted for Xpliant as a variable interest entity, or VIE. Under the accounting principles generally accepted in the United States of America, or US GAAP, a VIE is required to be consolidated by its primary beneficiary. The primary beneficiary is the party that absorbs a majority of the VIE’s anticipated losses and/or a majority of the expected returns. The condensed consolidated financial statements have been prepared in accordance with US GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. Accordingly, they do not include all of the information and footnotes required by US GAAP for annual financial statements. For further information, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K (File No. 001-33435) on file with the SEC for the year ended December 31, 2015. The condensed consolidated financial statements contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to state fairly the Company’s condensed consolidated financial position at March 31, 2016, and the condensed consolidated results of its operations for the three months ended March 31, 2016 and 2015, and condensed consolidated statements of cash flows for the three months ended March 31, 2016 and 2015. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by US GAAP. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. There had been no material changes to these accounting policies other than the accounting for stock-based compensation. For options granted beginning 2016, the Company used historical exercise patterns to estimate the expected life. Prior to 2016, the Company used the simplified method as permitted by the guidance on stock-based compensation to estimate the expected life. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board, or FASB, issued an update to the guidance on stock-based compensation. Under the new guidance, all excess tax benefits and tax deficiencies will be recognized in the income statement as they occur. This will replace the current guidance, which requires tax benefits that exceed compensation cost (windfalls) to be recognized in equity. It will also eliminate the need to maintain a “windfall pool,” and will remove the requirement to delay recognizing a windfall until it reduces current taxes payable. The new guidance will also change the cash flow presentation of excess tax benefits, classifying them as operating inflows, consistent with other cash flows related to income taxes. Today, windfalls are classified as financing activities. Also, most companies with stock-based compensation will show additional dilutive effects in earnings per share, or EPS, calculations. This is because there will no longer be excess tax benefits recognized in additional paid in capital. Today those excess tax benefits are included in assumed proceeds from applying the treasury stock method when computing diluted EPS. Under the amended guidance, companies will be able to make an accounting policy election to either (1) continue to estimate forfeitures or (2) account for forfeitures as they occur. This updated guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact this updated guidance on its financial statements and related disclosures. In February 2016, the FASB issued an updated guidance on leases. The core principle of this updated guidance is that a lessee should recognize the assets and lease liabilities on the balance sheet for certain leases classified as operating leases under previous GAAP. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. This updated guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact this updated guidance on its financial statements and related disclosures. In January 2016, the FASB issued an updated guidance on Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this updated guidance, among other things, requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. It requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. Further, it requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables). It also eliminates the requirement for entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in this updated guidance are effective for annual and interim periods beginning after December 15, 2017. Early adoption is not permitted. The adoption of this updated guidance is not expected to have a material effect on the Company’s financial statements and related disclosures. In May 2014, the FASB issued a new guidance on the recognition of revenue from contracts with customers, which includes a single set of rules and criteria for revenue recognition to be used across all industries. The new revenue guidance’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this objective, the guidance requires five basic steps: identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when or as the entity satisfies a performance obligation. In August 2015, the FASB issued an update to defer the effective date by one year. In 2016, the FASB issued amendments intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations and revenue from contracts with customers. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods during the annual period. Early adoption is allowed for annual reporting periods beginning after December 15, 2016. This new guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company has not selected the transition method and is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements. |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Common Share | The following table sets forth the computation of net loss per share: Three Months Ended March 31, 2016 2015 (in thousands, except per share data) Net loss $ (3,833 ) $ (13,891 ) Weighted average common shares outstanding - basic 56,932 54,882 Dilutive effect of employee stock plans - - Weighted average common shares outstanding - diluted 56,932 54,882 Net loss per common share, basic $ (0.07 ) $ (0.25 ) Net loss per common share, diluted $ (0.07 ) $ (0.25 ) |
Summary of Outstanding Options and Restricted Stock Units Excluded from Computation of Diluted Net Loss Per Common Share | The following outstanding options and restricted stock units were excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2016 2015 (in thousands) Options to purchase common stock 1,472 2,264 Restricted stock units 2,947 2,790 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Inventories | Inventories As of March 31, 2016 As of December 31, 2015 (in thousands) Work-in-process $ 35,188 $ 33,701 Finished goods 12,904 13,308 $ 48,092 $ 47,009 |
Property and Equipment, Net | Property and equipment, net As of March 31, 2016 As of December 31, 2015 (in thousands) Test equipment and mask costs $ 76,948 $ 71,021 Software, design tools, computer and other equipment 63,403 62,331 Furniture, office equipment and leasehold improvements 6,361 5,755 146,712 139,107 Less: accumulated depreciation and amortization (83,409 ) (74,430 ) $ 63,303 $ 64,677 |
Other Accrued Expenses And Other Current Liabilities | Other accrued expenses and other current liabilities As of March 31, 2016 As of December 31, 2015 (in thousands) Accrued compensation and related benefits $ 5,085 $ 4,485 Professional fees 976 1,018 Accrued royalties 907 761 Manufacturing rights payable (Note 10) - 1,875 Income tax payable 439 541 Other 919 763 $ 8,326 $ 9,443 |
Warranty Accrual | The following table presents a rollforward of the warranty liability, which is included within other accrued expenses and other current liabilities above: Three Months Ended March 31, 2016 2015 (in thousands) Beginning balance $ 336 $ 227 Accruals and adjustments 200 279 Settlements (147 ) (64 ) Ending balance $ 389 $ 442 |
Deferred Revenue | Deferred revenue As of March 31, 2016 As of December 31, 2015 (in thousands) Services/support and maintenance $ 5,621 $ 5,531 Software license/subscription 804 785 $ 6,425 $ 6,316 |
Goodwill and Intangible Asset19
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible assets, net As of March 31, 2016 Gross Accumulated Amortization Net Weighted average remaining amortization period (years) (in thousands) Technology licenses $ 75,306 $ (37,838 ) $ 37,468 5.66 Existing and core technology - product 41,711 (41,272 ) 439 0.74 Customer contracts and relationships 2,215 (2,215 ) - - Trade name 2,296 (2,296 ) - - Total amortizable intangible assets $ 121,528 $ (83,621 ) $ 37,907 5.60 As of December 31, 2015 Gross Accumulated Amortization Net Weighted average remaining amortization period (years) (in thousands) Technology licenses $ 70,521 $ (35,625 ) $ 34,896 6.10 Existing and core technology - product 41,711 (41,115 ) 596 0.99 Customer contracts and relationships 2,215 (2,215 ) - - Trade name 2,296 (2,296 ) - - Total amortizable intangible assets $ 116,743 $ (81,251 ) $ 35,492 6.01 |
Estimated Future Amortization Expense From Amortizable Intangible Assets | The estimated future amortization expense of amortizable intangible assets is as follows (in thousands): Remainder of 2016 $ 7,380 2017 8,073 2018 6,504 2019 4,510 2020 3,994 2021 and thereafter 7,446 $ 37,907 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Summary of Stock Options Granted and Outstanding | The following table summarizes the details related to stock options granted and outstanding under the 2007 Equity Incentive Plan and 2001 Stock Incentive Plan for the three months ended March 31, 2016: Number of Options Outstanding Weighted Average Exercise Price Balance as of December 31, 2015 2,027,999 $ 24.75 Options granted 175,776 48.88 Options exercised (731,778 ) 7.00 Options cancelled and forfeited - - Balance as of March 31, 2016 1,471,997 36.45 |
Assumptions Of Fair Value Of Employee Option Grant Using Black-Scholes Option - Pricing Model | The fair value of each option grant for the three months ended March 31, 2016 and 2015 were estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions below. For options granted beginning 2016, the Company used historical exercise patterns to estimate the expected life. Prior to 2016, the Company used the simplified method as permitted by the guidance on stock-based compensation to estimate the expected life. Three Months Ended March 31, 2016 2015 Risk-free interest rate 1.11% 1.41% Expected life 4.96 years 4.58 years Dividend yield 0% 0% Volatility 42.51% 43.03% |
Summary of Activity of Restricted Stock | The following table summarizes the details related to restricted stock units, or RSUs, granted and outstanding under the 2007 Equity Incentive Plan for the three months ended March 31, 2016: Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance as of December 31, 2015 2,194,068 $ 47.85 Granted 1,138,676 49.14 Issued and released (344,116 ) 42.92 Cancelled and forfeited (41,871 ) 61.70 Balance as of March 31, 2016 2,946,757 48.73 |
Detail of Stock-Based Compensation Expense | The following table presents the detail of stock-based compensation expense amounts included in the condensed consolidated statement of operations for each of the periods presented: Three Months Ended March 31, 2016 2015 (in thousands) Cost of revenue $ 183 $ 197 Research and development 8,014 6,795 Sales, general and administrative 5,196 4,707 $ 13,393 $ 11,699 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes and Effective Tax Rates | The following table presents the provision for income taxes and the effective tax rates for the three months ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 (in thousands) Loss before income taxes $ (3,558 ) $ (13,590 ) Provision for income taxes 275 301 Effective tax rate (7.7 )% (2.2 )% |
Segment and Geographic Inform22
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Net Revenue by Markets | The net revenue by markets for the periods indicated was as follows: Three Months Ended March 31, 2016 2015 (in thousands) Enterprise network, data center and access and service provider markets $ 94,010 $ 92,397 Broadband and consumer markets 7,872 9,381 $ 101,882 $ 101,778 |
Sales by Geography | Sales by geography for the periods indicated were as follows: Three Months Ended March 31, 2016 2015 (in thousands) United States $ 33,466 $ 32,005 China 23,733 26,118 Finland 16,563 7,915 Taiwan 9,333 8,370 Mexico 5,791 9,536 Korea 3,370 7,915 Other countries 9,626 9,919 Total $ 101,882 $ 101,778 |
Tangible Long Lived Assets | The following table sets forth tangible long lived assets, which consist of property and equipment, net by geographic regions: As of March 31, 2016 As of December 31, 2015 (in thousands) United States $ 49,416 $ 52,547 All other countries 13,887 12,130 Total $ 63,303 $ 64,677 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum Commitments Under Non-Cancelable Operating and Capital Lease Agreements | Minimum commitments under non-cancelable operating and capital lease agreements as of March 31, 2016 are as follows: Capital lease and technology license obligations Operating leases Total (in thousands) Remainder of 2016 $ 15,132 $ 6,790 $ 21,922 2017 8,794 8,847 17,641 2018 1,075 8,969 10,044 2019 - 8,847 8,847 2020 - 8,966 8,966 2021 thereafter - 14,169 14,169 $ 25,001 $ 56,588 $ 81,589 Less: Interest component (3.75% annual rate) 783 Present value of minimum lease payment 24,218 Current portion of the obligations $ 17,286 Long-term portion of obligations $ 6,932 |
Net Loss Per Common Share (Basi
Net Loss Per Common Share (Basic and Diluted Net Loss Per Common Share) (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (3,833) | $ (13,891) |
Weighted average common shares outstanding - basic | 56,932 | 54,882 |
Weighted average common shares outstanding - diluted | 56,932 | 54,882 |
Net loss per common share, basic | $ (0.07) | $ (0.25) |
Net loss per common share, diluted | $ (0.07) | $ (0.25) |
Net Loss Per Common Share (Summ
Net Loss Per Common Share (Summary of Outstanding Options and Restricted Stock Units Excluded from Computation of Diluted Net Loss Per Common Share) (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Options To Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted net income (loss) per common share | 1,472 | 2,264 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted net income (loss) per common share | 2,947 | 2,790 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Money Market Funds And Short Term Bank Deposits | Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 91.2 | $ 102.2 |
Balance Sheet Components (Inven
Balance Sheet Components (Inventories) (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Net [Abstract] | ||
Work-in-process | $ 35,188 | $ 33,701 |
Finished goods | 12,904 | 13,308 |
Inventories | $ 48,092 | $ 47,009 |
Balance Sheet Components (Prope
Balance Sheet Components (Property and Equipment, Net) (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 146,712 | $ 139,107 |
Less: accumulated depreciation and amortization | (83,409) | (74,430) |
Property and equipment, net | 63,303 | 64,677 |
Test Equipment and Mask Costs | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 76,948 | 71,021 |
Software, Design Tools, Computer and Other Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 63,403 | 62,331 |
Furniture, Office Equipment and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 6,361 | $ 5,755 |
Balance Sheet Components (Narra
Balance Sheet Components (Narrative) (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization expense | $ 9 | $ 7.5 | |
Property and Equipment Under Capital Lease and Certain Financing Arrangements | |||
Property Plant And Equipment [Line Items] | |||
Capital lease and certain financing arrangements | 21.5 | $ 25.3 | |
Amortization expense related to assets under capital lease and certain financing arrangements | $ 3.7 | $ 3.7 |
Balance Sheet Components (Other
Balance Sheet Components (Other Accrued Expenses and Other Current Liabilities) (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued compensation and related benefits | $ 5,085 | $ 4,485 |
Professional fees | 976 | 1,018 |
Accrued royalties | 907 | 761 |
Manufacturing rights payable (Note 10) | 1,875 | |
Income tax payable | 439 | 541 |
Other | 919 | 763 |
Accrued expenses and other current liabilities | $ 8,326 | $ 9,443 |
Balance Sheet Components (Warra
Balance Sheet Components (Warranty Accrual) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Product Warranty Accrual, Balance Sheet Classification [Abstract] | ||
Beginning balance | $ 336 | $ 227 |
Accruals and adjustments | 200 | 279 |
Settlements | (147) | (64) |
Ending balance | $ 389 | $ 442 |
Balance Sheet Components (Defer
Balance Sheet Components (Deferred Revenue) (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 6,425 | $ 6,316 |
Service / Support and Maintenance | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | 5,621 | 5,531 |
Software License / Subscription | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 804 | $ 785 |
Business Combination (Narrative
Business Combination (Narrative) (Detail) - USD ($) $ in Thousands | Apr. 29, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 |
Business Acquisition [Line Items] | |||||
Settlement to common shareholders of an acquired entity | $ 2,541 | $ 3,600 | |||
Xpliant, Inc | |||||
Business Acquisition [Line Items] | |||||
Cash advances in exchange for notes | $ 85,800 | ||||
Xpliant, Inc | Nine Convertible Notes Receivable | |||||
Business Acquisition [Line Items] | |||||
Cash advances in exchange for notes | 10,000 | ||||
Convertible notes receivable maturity date | Aug. 31, 2014 | ||||
Xpliant, Inc | Promissory Notes | |||||
Business Acquisition [Line Items] | |||||
Cash advances in exchange for notes | $ 75,800 | ||||
Promissory note, cancellation date | Jul. 31, 2015 | ||||
Xpliant, Inc | Promissory Notes | Minimum | |||||
Business Acquisition [Line Items] | |||||
Promissory note, maturity date | Apr. 30, 2015 | ||||
Xpliant, Inc | Promissory Notes | Maximum | |||||
Business Acquisition [Line Items] | |||||
Promissory note, maturity date | Mar. 31, 2016 | ||||
Xpliant | |||||
Business Acquisition [Line Items] | |||||
Settlement to common shareholders of an acquired entity | $ 1,100 | $ 2,500 | |||
Business combination agreement date | Jul. 30, 2014 | ||||
Original transaction agreement amended date | Oct. 8, 2014 | ||||
Original transaction agreement second amended date | Mar. 31, 2015 | ||||
Percentage of outstanding securities settled in amendment agreement | 30.00% | 70.00% | 70.00% |
Goodwill and Intangible Asset34
Goodwill and Intangible Assets, Net (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 71,478 | $ 71,478 | |
Amortization expense | $ 2,400 | $ 2,900 |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets, Net (Intangible Assets, Net) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 121,528 | $ 116,743 |
Finite-lived intangible assets, Accumulated Amortization | (83,621) | (81,251) |
Finite-lived intangible assets, Net | $ 37,907 | $ 35,492 |
Weighted average remaining amortization period (years) | 5 years 7 months 6 days | 6 years 4 days |
Technology licenses | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 75,306 | $ 70,521 |
Finite-lived intangible assets, Accumulated Amortization | (37,838) | (35,625) |
Finite-lived intangible assets, Net | $ 37,468 | $ 34,896 |
Weighted average remaining amortization period (years) | 5 years 7 months 28 days | 6 years 1 month 6 days |
Existing and core technology - product | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 41,711 | $ 41,711 |
Finite-lived intangible assets, Accumulated Amortization | (41,272) | (41,115) |
Finite-lived intangible assets, Net | $ 439 | $ 596 |
Weighted average remaining amortization period (years) | 8 months 27 days | 11 months 27 days |
Customer contracts and relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 2,215 | $ 2,215 |
Finite-lived intangible assets, Accumulated Amortization | (2,215) | (2,215) |
Trade name | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 2,296 | 2,296 |
Finite-lived intangible assets, Accumulated Amortization | $ (2,296) | $ (2,296) |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets, Net (Estimated Future Amortization Expense from Amortizable Intangible Assets) (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2016 | $ 7,380 | |
2,017 | 8,073 | |
2,018 | 6,504 | |
2,019 | 4,510 | |
2,020 | 3,994 | |
2021 and thereafter | 7,446 | |
Finite-lived intangible assets, Net | $ 37,907 | $ 35,492 |
Stockholders Equity (Summary of
Stockholders Equity (Summary of Stock Options Granted and Outstanding) (Detail) - 2007 Equity Incentive Plan and 2001 Stock Incentive Plan | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options Outstanding, Beginning balance | shares | 2,027,999 |
Number of Options Outstanding, Options granted | shares | 175,776 |
Number of Options Outstanding, Options exercised | shares | (731,778) |
Number of Options Outstanding, Ending balance | shares | 1,471,997 |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 24.75 |
Weighted Average Exercise Price, Options granted | $ / shares | 48.88 |
Weighted Average Exercise Price, Options exercised | $ / shares | 7 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 36.45 |
Stockholders Equity (Assumption
Stockholders Equity (Assumptions of Fair Value of Employee Option Grant Using Black-Scholes Option Pricing Model) (Detail) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk-free interest rate | 1.11% | 1.41% |
Expected life | 4 years 11 months 16 days | 4 years 6 months 29 days |
Dividend yield | 0.00% | 0.00% |
Volatility | 42.51% | 43.03% |
Stockholders Equity (Narrative)
Stockholders Equity (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Estimated weighted-average grant date fair value of options granted | $ 18.65 | $ 23.60 |
Unrecognized compensation cost, net of estimated forfeitures | $ 5.6 | |
Unrecognized compensation cost expected to be recognized over weighted average period (in years) | 2 years 10 months 10 days | |
Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost, net of estimated forfeitures | $ 116.3 | |
Unrecognized compensation cost expected to be recognized over weighted average period (in years) | 2 years 9 months | |
Restricted Stock Units (RSUs) | One-Year Performance Officers | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
RSU's granted | $ 2.9 | |
Compensation expense vesting period (in years) | 1 year | |
Market-Performance Based RSU's | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
RSU's granted | $ 3.3 | |
Compensation expense vesting period (in years) | 3 years | |
Number of consecutive trading period | 30 days |
Stockholders Equity (Summary 40
Stockholders Equity (Summary of Activity of Restricted Stock) (Detail) - 2007 Stock Incentive Plan | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Beginning balance | shares | 2,194,068 |
Number of Shares, Granted | shares | 1,138,676 |
Number of Shares, Issued and released | shares | (344,116) |
Number of Shares, Cancelled and forfeited | shares | (41,871) |
Number of Shares, Ending balance | shares | 2,946,757 |
Weighted-Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 47.85 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 49.14 |
Weighted-Average Grant Date Fair Value Per Share, Issued and released | $ / shares | 42.92 |
Weighted-Average Grant Date Fair Value Per Share, Cancelled and forfeited | $ / shares | 61.70 |
Weighted-Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 48.73 |
Stockholders Equity (Detail of
Stockholders Equity (Detail of Stock-Based Compensation Expense) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 13,393 | $ 11,699 |
Cost of revenue | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 183 | 197 |
Research and development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 8,014 | 6,795 |
Sales, general and administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,196 | $ 4,707 |
Income Taxes (Provision for Inc
Income Taxes (Provision for Income Taxes and Effective Tax Rates) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (3,558) | $ (13,590) |
Provision for income taxes | $ 275 | $ 301 |
Effective tax rate | (7.70%) | (2.20%) |
Segment and Geographic Inform43
Segment and Geographic Information - (Narrative) (Detail) | 3 Months Ended |
Mar. 31, 2016SegmentMarket | |
Segment Reporting [Abstract] | |
Number of operating segments | Segment | 1 |
Number of markets | Market | 2 |
Segment and Geographic Inform44
Segment and Geographic Information (Net Revenue by Markets) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 101,882 | $ 101,778 |
Enterprise Network, Data Center and Access and Service Provider Markets | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 94,010 | 92,397 |
Broadband and Consumer Markets | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 7,872 | $ 9,381 |
Segment and Geographic Inform45
Segment and Geographic Information (Sales by Geography) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 101,882 | $ 101,778 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 33,466 | 32,005 |
China | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 23,733 | 26,118 |
Finland | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 16,563 | 7,915 |
Taiwan | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 9,333 | 8,370 |
Mexico | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 5,791 | 9,536 |
Korea | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 3,370 | 7,915 |
Other Countries | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 9,626 | $ 9,919 |
Segment and Geographic Inform46
Segment and Geographic Information (Tangible Long Lived Assets) (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 63,303 | $ 64,677 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 49,416 | 52,547 |
All Other Countries | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 13,887 | $ 12,130 |
Commitments and Contingencies47
Commitments and Contingencies (Narrative) (Detail) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 30, 2015Installments | |
Disclosure Commitments And Contingencies Narrative Detail [Line Items] | |||
Lease expiration period | Oct. 1, 2022 | ||
Operating leases, rent expense | $ 2.4 | $ 1.8 | |
Xpliant, Inc | |||
Disclosure Commitments And Contingencies Narrative Detail [Line Items] | |||
Manufacturing rights licensing fee | $ 7.5 | ||
Number of equal installments | Installments | 4 | ||
License fee periodic payment description | The manufacturing rights licensing fee is payable in four equal quarterly payments, with the first installment payment due on April 29, 2015 and each of the subsequent three installment payments being due on the first day of the following calendar quarter. | ||
Royalty fee periodic payment description | The royalty shall be payable within 30 days after the end of each calendar quarter following the sale. |
Commitments and Contingencies48
Commitments and Contingencies (Minimum Commitments Under Non-Cancelable Operating and Capital Lease Agreements) (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Total capital lease, technology license and operating lease obligations | ||
Current portion of the obligations | $ 17,286 | $ 20,608 |
Long-term portion of obligations | 6,932 | $ 9,858 |
Total | 81,589 | |
Remainder of 2016 | 21,922 | |
2,017 | 17,641 | |
2,018 | 10,044 | |
2,019 | 8,847 | |
2,020 | 8,966 | |
2021 thereafter | 14,169 | |
Capital Lease and Technology License Obligations | ||
Total capital lease, technology license and operating lease obligations | ||
Remainder of 2016 | 15,132 | |
2,017 | 8,794 | |
2,018 | 1,075 | |
Total | 25,001 | |
Less: Interest component (3.75% annual rate) | 783 | |
Present value of minimum lease payment | 24,218 | |
Operating Leases | ||
Total capital lease, technology license and operating lease obligations | ||
Remainder of 2016 | 6,790 | |
2,017 | 8,847 | |
2,018 | 8,969 | |
2,019 | 8,847 | |
2,020 | 8,966 | |
2021 thereafter | 14,169 | |
Total | $ 56,588 |
Commitments and Contingencies49
Commitments and Contingencies (Minimum Commitments Under Non-Cancelable Operating and Capital Lease Agreements) (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2016 | |
Capital Lease and Technology License Obligations | |
Total capital lease, technology license and operating lease obligations | |
Interest component | 3.75% |