Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 02, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | 67,003,400 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 192,378 | $ 134,646 |
Accounts receivable, net of allowances of $3,310 and $1,468, respectively | 144,902 | 68,742 |
Inventories | 118,936 | 47,009 |
Prepaid expenses and other current assets | 20,556 | 10,231 |
Asset held for sale | 38,511 | |
Total current assets | 515,283 | 260,628 |
Property and equipment, net | 122,114 | 64,677 |
Intangible assets, net | 790,368 | 35,492 |
Goodwill | 319,021 | 71,478 |
Other assets | 3,922 | 1,718 |
Total assets | 1,750,708 | 433,993 |
Current liabilities: | ||
Accounts payable | 55,009 | 27,489 |
Accrued expenses and other current liabilities | 43,163 | 9,443 |
Deferred revenue | 9,399 | 6,316 |
Current portion of long-term debt | 53,774 | |
Capital lease and technology license obligations | 27,747 | 20,608 |
Total current liabilities | 189,092 | 63,856 |
Long-term debt | 676,372 | |
Capital lease and technology license obligations, net of current portion | 11,780 | 9,858 |
Deferred tax liability | 17,270 | 3,417 |
Other non-current liabilities | 18,266 | 2,962 |
Total liabilities | 912,780 | 80,093 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Common stock, par value $0.001: 200,000,000 shares authorized; 66,548,438 and 56,259,252 shares issued and outstanding, respectively | 66 | 56 |
Additional paid-in capital | 1,052,840 | 543,256 |
Accumulated deficit | (215,021) | (189,412) |
Accumulated other comprehensive income | 43 | |
Total stockholders' equity | 837,928 | 353,900 |
Total liabilities and stockholders' equity | $ 1,750,708 | $ 433,993 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowances for accounts receivable | $ 3,310 | $ 1,468 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 66,548,438 | 56,259,252 |
Common stock, shares outstanding | 66,548,438 | 56,259,252 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Net revenue | $ 168,123 | $ 105,063 | $ 377,163 | $ 311,802 |
Cost of revenue | 120,709 | 36,203 | 190,074 | 109,675 |
Gross profit | 47,414 | 68,860 | 187,089 | 202,127 |
Operating expenses: | ||||
Research and development | 67,752 | 45,367 | 170,785 | 156,014 |
Sales, general and administrative | 73,904 | 18,522 | 120,711 | 59,529 |
Total operating expenses | 141,656 | 63,889 | 291,496 | 215,543 |
Income (loss) from operations | (94,242) | 4,971 | (104,407) | (13,416) |
Other income (expense), net: | ||||
Interest expense | (4,268) | (216) | (4,661) | (1,014) |
Other, net | 54 | (173) | (83) | (272) |
Total other expense, net | (4,214) | (389) | (4,744) | (1,286) |
Income (loss) before income taxes | (98,456) | 4,582 | (109,151) | (14,702) |
Provision for (benefit from) income taxes | (84,090) | 366 | (83,542) | 1,328 |
Net income (loss) | $ (14,366) | $ 4,216 | $ (25,609) | $ (16,030) |
Earnings per share: | ||||
Net income (loss) per common share, basic | $ (0.23) | $ 0.08 | $ (0.44) | $ (0.29) |
Shares used in computing basic net income (loss) per common share | 62,055 | 55,819 | 58,840 | 55,406 |
Net income (loss) per common share, diluted | $ (0.23) | $ 0.07 | $ (0.44) | $ (0.29) |
Shares used in computing diluted net income (loss) per common share | 62,055 | 57,457 | 58,840 | 55,406 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (14,366) | $ 4,216 | $ (25,609) | $ (16,030) |
Foreign currency translation adjustments | 43 | 43 | ||
Comprehensive income (loss) | $ (14,323) | $ 4,216 | $ (25,566) | $ (16,030) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (25,609) | $ (16,030) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation expense | 63,395 | 35,924 |
Depreciation and amortization | 51,283 | 32,023 |
Deferred income taxes | (82,444) | 451 |
Amortization of deferred debt financing costs | 748 | |
Loss on disposal of property and equipment | 4,824 | |
Gain on disposition of certain consumer product assets | (400) | |
Changes in assets and liabilities, net of acquired and assumed from acquisitions: | ||
Accounts receivable, net | (10,585) | (13,496) |
Inventories | (9,173) | 4,279 |
Prepaid expenses and other current assets | (2,050) | (1,364) |
Other assets | (72) | (212) |
Accounts payable | (12,909) | (3,107) |
Deferred revenue | 2,479 | 234 |
Accrued expenses and other current and non-current liabilities | 9,255 | 4,244 |
Net cash provided by (used in) operating activities | (10,858) | 42,546 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (26,401) | (26,932) |
Purchases of intangible assets | (48,265) | (5,268) |
Cash payment for acquisitions, net of cash and cash equivalents acquired | (573,830) | (3,630) |
Proceeds received from disposition of certain consumer product assets | 400 | |
Proceeds from the sale of available-for-sale securities and short-term investment | 375 | 1,000 |
Net cash used in investing activities | (648,121) | (34,430) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock upon exercise of options | 7,230 | 8,537 |
Payment of taxes withheld on net settled vesting of restricted stock units | (1,883) | |
Principal payment of capital lease and technology license obligations | (18,035) | (17,386) |
Proceeds from issuance of debt | 750,000 | |
Debt financing costs | (20,601) | |
Net cash provided by (used in) financing activities | 716,711 | (8,849) |
Net increase (decrease) in cash and cash equivalents | 57,732 | (733) |
Cash and cash equivalents, beginning of period | 134,646 | 131,718 |
Cash and cash equivalents, end of period | 192,378 | 130,985 |
Supplemental disclosure of cash flow from financing activities: | ||
Issuance of common stock in connection with the QLogic acquisition | 431,165 | |
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 | 3,419 | 3,071 |
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 | $ 23,424 | $ 4,501 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 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. On August 16, 2016, the Company completed the acquisition of QLogic Corporation (“QLogic”). QLogic designs and supplies high performance server and storage networking connectivity products that provide, enhance and manage computer data communication used in enterprise, managed service provider and cloud service provider data centers. See Note 2 of Notes to Condensed Consolidated Financial Statements for further discussion regarding the Company’s acquisition of QLogic. 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 2 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 adjustments that, in the opinion of management, are necessary to state fairly the Company’s condensed consolidated financial position at September 30, 2016, and the condensed consolidated results of its operations for the three and nine months ended September 30, 2016 and 2015, and condensed consolidated statements of cash flows for the nine months ended September 30, 2016 and 2015. The results of operations for the three and nine months ended September 30, 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 August 2016, the Financial Accounting Standards Board, or FASB, issued a new guidance on cash flow classification of certain cash receipts and cash payments. This new guidance will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The eight specific cash flow issues include: (i) debt prepayment or debt extinguishment costs, (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effecting interest rate of the borrowing, (iii) contingent consideration payments made after a business combination, (iv) proceeds from settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle. This new guidance is effective for fiscal years beginning after December 15, 2017 including interim periods during the annual period and require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. Early adoption is permitted. The Company is currently evaluating the impact of this updated guidance on its consolidated financial statements and related disclosures. In June 2016 the FASB issued an updated guidance on measurement of credit losses on financial instruments. This updated guidance introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. This new guidance is effective for fiscal years beginning after December 15, 2020 including interim periods during the annual period. Early adoption is permitted for fiscal years beginning after December 15, 2015 including interim periods during the annual period. The Company is currently evaluating the impact of this updated guidance on its consolidated financial statements and related disclosures. In March 2016, the 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 of this updated guidance on its consolidated 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 of this updated guidance on its consolidated 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 March 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, does not intend to early adopt, and is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | 2. Business Combinations QLogic Corporation On August 16, 2016, pursuant to the terms of an Agreement and Plan of Merger dated June 15, 2016, by and among the Company and QLogic (the “QLogic merger agreement”), the Company acquired all outstanding shares of common stock of QLogic (the “QLogic shares”) pursuant to an exchange offer for $11.00 per share in cash and 0.098 of a share of the Company’s common stock for each share of QLogic stock (“Transaction Consideration”) followed by a merger. The acquisition was funded with a combination of cash and proceeds from debt financing. See Note 11 of Notes to Condensed Consolidated Financial Statements for discussion of the debt financing. The f ollowing table summarizes the total estimated acquisition consideration (in thousands, except shares and per share data): Cash consideration to QLogic common stockholders $ 936,961 Common stock (8,364,018 shares of the Company's common stock at $51.55 per share) 431,165 Cash consideration for vested "in the money" stock options and fractional shares 1,934 Fair value of the replacement equity awards attributable to pre-acquisition service 9,433 Total estimated acquisition consideration $ 1,379,493 Pursuant to the QLogic merger agreement, the Company assumed the unvested equity awards originally granted by QLogic and converted them into the Company’s equivalent awards. See Note 8 of Notes to Condensed Consolidated Financial Statements for related discussion. The portion of the fair value of partially vested awards associated with prior service of QLogic employees represented a component of the total consideration, as presented above. The Company also made cash payments for vested and in the money stock options and for the fractional shares that resulted from conversion as specified in the QLogic merger agreement. The Company allocated the acquisition consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The fair value of the acquired tangible and identifiable intangible assets were determined based on inputs that are unobservable and significant to the overall fair value measurement. It is also based on estimates and assumptions made by management at the time of the acquisition. As such, this was classified as Level 3 fair value hierarchy measurements and disclosures. The acquisition consideration allocation below is preliminary and as additional information becomes available, the Company may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period (which will not exceed 12 months from the closing of the acquisition). Any such revisions or changes may be material. The preliminary purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 365,065 Marketable securities 375 Accounts receivable 65,576 Inventories 62,500 Prepaid expense and other current assets 8,274 Property and equipment 87,314 Intangible assets 716,700 Other assets 1,559 Goodwill 247,543 Accounts payable (41,776 ) Accrued expense and other current liabilities (21,288 ) Deferred revenue (603 ) Deferred tax liability (95,766 ) Other non-current liabilities (15,980 ) Total estimated acquisition consideration $ 1,379,493 The valuation of identifiable intangible assets and their estimated useful lives are as follows: Preliminary Estimated Asset Fair Value Weighted Average Useful Life (Years) (in thousands, except for useful life) Existing and core technology $ 584,800 6 In process research and development ("IPR&D") 76,500 n/a Customer relationships 41,900 10 Tradename and trademark 13,500 5 $ 716,700 The IPR&D consists of two projects relating to the development of process technologies to manufacture next generation Fibre Channel and Ethernet products. The projects are estimated to be completed in fiscal years 2017 and 2019 for the related Ethernet and Fibre Channel products, respectively. The estimated remaining cost to complete the IPR&D projects were $106.5 million as of the acquisition date. The fair value of existing and core technology and IPR&D was determined by performing a discounted cash flow analysis using the multi period excess earnings approach. This method includes discounting the projected cash flows associated with each technology over its expected life. Projected cash flows attributable to the existing and core technology and IPR&D were discounted to their present value at a rate commensurate with the perceived risk. The IPR&D will be accounted for as an indefinite-lived intangible asset until the underlying projects are completed or abandoned. The IPR&D will not be amortized until the completion of the related products which is determined by when the underlying projects reached technological feasibility and commence commercial production. Upon completion, the IPR&D will be amortized over its estimated useful life; useful lives for IPR&D are expected to range between 5 to 6 years. The valuation of customer relationships was based on the distributor method, taking into account the profit margin a market participant distributor would obtain in selling QLogic products. The useful lives of customer relationships are estimated based upon customer turnover data and management estimates. Other identifiable intangible assets consisted of tradename and trademark, valued using a relief from royalty. The useful lives of tradename and trademark are expected to correlate to the technology or customer relationships lives. The assumptions used in forecasting cash flows for each of the identified intangible assets included consideration of the following: • Historical performance including sales and profitability. • Business prospects and industry expectations • Estimated economic life of asset • Development of new technologies • Acquisition of new customers and attrition of existing customers • Obsolescence of technology over time Depending on the structure of a particular acquisition, goodwill and identifiable intangible assets may not be deductible for tax purposes. Goodwill recorded in the QLogic acquisition is not expected to be deductible for tax purposes. The factors that contributed to the recognized goodwill with the acquisition of QLogic includes the Company’s belief that the acquisition will create a more diverse semiconductor company with expansive offerings which will enable the Company to expand its product offerings and expected synergies from the combined operations of the Company and QLogic. Dur ing the three and nine months ended September 30, 2016, the Company incurred $12.2 million and $17.4 million, respectively, in acquisition related costs which were recorded in selling, general and administrative expense in the condensed consolidated statements of operations. Supplemental Pro Forma Information The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial operations or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions the Company believe are reasonable under the circumstances. The following supplemental pro forma financial information summarizes the results of operations for the periods presented, as if the acquisition was completed on January 1, 2015. The supplemental pro forma information reports actual operating results, adjusted to include the pro forma effect of certain fair value adjustments for acquired items, such as the amortization of identifiable intangible assets, depreciation of property and equipment and inventories. It also includes pro forma adjustments for share-based compensation expense related to replacement equity awards, interest expense on debt and the related tax effects of the acquisition. In accordance with the pro forma acquisition date, the Company recorded in the three and nine months ended September 30, 2015 supplemental pro forma financial information the cost of goods sold of $7.3 million and $22.5 million, respectively, from the fair value mark-up in acquired inventory and $33.7 million and $41.7 million, respectively, for the acquisition-related transaction costs incurred by the Company and QLogic. Further, the Company recorded in the three and nine months ended September 30, 2015 supplemental pro forma financial information the benefit from income taxes of million due to the partial release of the valuation on deferred tax assets to offset against the net deferred tax liability recorded from the book-tax basis difference as a result of the acquisition. The corresponding adjustments to the supplemental pro forma financial information in the three and nine months ended September 30, 2016 were made for the aforementioned pro forma adjustments to the extent recognized in the respective periods. Net revenue related to sale of products from the acquisition of QLogic contributed approximately 31.0% and 14.0% of the consolidated net revenue for the three and nine months ended September 30, 2016. Post-acquisition income (loss) on a standalone basis are generally impracticable to determine as, on the acquisition date, the Company implemented a plan developed prior to the completion of the acquisition and began to immediately integrate QLogic into the Company’s existing operations, engineering groups, sales distribution networks and management structure. The supplemental pro forma financial information for the periods presented is as follows: Three months ended September 30 Nine months ended September 30 2016 2015 2016 2015 (in thousands, except per share data) Pro forma net revenue $ 210,479 208,417 $ 655,347 661,604 Pro forma net income (loss) (86,527 ) 19,144 (112,580 ) (83,542 ) Pro forma net income (loss) per share, basic $ (1.31 ) $ 0.30 $ (1.71 ) $ (1.31 ) Pro forma net income (loss) per share, diluted (1.31 ) 0.29 (1.71 ) (1.31 ) Xpliant, Inc. Pursuant to the Agreement and Plan of Merger and Reorganization (“the Xpliant 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 Xpliant 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 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 Xpliant merger agreement, which was amended on October 8, 2014 and March 31, 2015 with Xpliant. Under the terms of the Xpliant 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 Xpliant 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. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | 3. Net Income (Loss) Per Common Share The following table sets forth the computation of net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands, except per share data) Net income (loss) $ (14,366 ) $ 4,216 $ (25,609 ) $ (16,030 ) Weighted average common shares outstanding - basic 62,055 55,819 58,840 55,406 Dilutive effect of employee stock plans - 1,638 - - Weighted average common shares outstanding - diluted 62,055 57,457 58,840 55,406 Net income (loss) per common share, basic $ (0.23 ) $ 0.08 $ (0.44 ) $ (0.29 ) Net income (loss) per common share, diluted $ (0.23 ) $ 0.07 $ (0.44 ) $ (0.29 ) The following outstanding options and restricted stock units were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Options to purchase common stock 1,366 87 1,366 2,137 Restricted stock units 3,504 - 3,504 2,421 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements At September 30, 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 as Level 1, which approximated $104.0 million and $102.2 million as of September 30, 2016 and December 31, 2015, respectively. The carrying amount of the Company’s accounts receivable, accounts payable and accrued expenses and other current liabilities approximate fair value due to their short term maturities. There are no other financial assets and liabilities, except those disclosed in Notes 2, 5 and 12 of Notes to Condensed Consolidated Financial Statements that require Level 2 or Level 3 fair value hierarchy measurements and disclosures. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components Inventories As of September 30, 2016 As of December 31, 2015 (in thousands) Work-in-process $ 47,993 $ 33,701 Finished goods 70,943 13,308 $ 118,936 $ 47,009 Property and equipment, net As of September 30, 2016 As of December 31, 2015 (in thousands) Test equipment and mask costs $ 126,955 $ 71,021 Software, design tools, computer and other equipment 83,353 62,331 Furniture, office equipment and leasehold improvements 12,863 5,755 Construction in progress 662 - 223,833 139,107 Less: accumulated depreciation and amortization (101,719 ) (74,430 ) $ 122,114 $ 64,677 Depreciation and amortization expense was $12.1 million and $7.9 million for the three months ended September 30, 2016 and 2015, respectively, and $30.3 million and $24.7 million for the nine months ended September 30, 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 $31.7 million and $25.3 million at September 30, 2016 and December 31, 2015, respectively. Amortization expense related to assets recorded under capital lease and certain financing arrangements was $4.2 million and $3.6 million for the three months ended September 30, 2016 and 2015, respectively, and $15.4 million and $11.0 million for the nine months ended September 30, 2016 and 2015, respectively. Asset held for sale During September 2016, the Company began to actively market the real property located in Aliso Viejo, California that was acquired in the QLogic acquisition. As of September 30, 2016, the Company classified the property as an asset held for sale on its condensed consolidated balance sheet. The fair value measurement related to these assets were based on the estimated market price at the measurement date and determined by the Company with the assistance of a third party independent appraisal and was determined using Level 2 fair value inputs. Accrued expenses and other current liabilities As of September 30, 2016 As of December 31, 2015 (in thousands) Accrued compensation and related benefits $ 20,552 $ 4,485 Restructuring related payables (Note 7) 8,849 - Professional fees 2,660 1,018 Accrued rebates 2,522 - Manufacturing rights payable (Note 12) 2,500 1,875 Accrued interest 1,093 - Accrued royalties 1,161 761 Other 3,826 1,304 $ 43,163 $ 9,443 Accrued Rebates In 2016, the Company started its rebate programs with certain customers. In addition, the Company assumed and continued the existing QLogic rebate programs following the closing of the acquisition. The Company records reductions of revenue for pricing adjustments, such as competitive pricing programs and rebates, in the same period that the related revenue is recorded. The Company accrues the full potential rebates at the time of sale and does not apply a breakage factor. The reversal of the accrual of unclaimed rebate will be made if the specific rebate programs contractually end and when the Company believes that the unclaimed rebates are no longer subject to payment. The reversal of unclaimed rebates may have a positive impact on the Company’s net revenue and net income in subsequent periods when the accrued rebates are reversed. Additional reductions of revenue would result if actual pricing adjustments exceed the estimates. Accrued rebates will vary in future periods based upon the level of overall sales to customers that participate in our rebate programs. Establishing accruals for rebates requires the use of judgment and estimates that impact the amount and timing of revenue recognition. The Company assumed an outstanding rebate accrual of $2.1 million from the acquisition of QLogic. For the three and nine months ended September 30, 2016, the Company recorded estimated rebates amounting to $0.9 million and $1.2 million, respectively. The Company made rebate settlements of $0.7 million in the three and nine months ended September 30, 2016. As of September 30, 2016, total accrued rebates included within accrued expenses and other current liabilities was $2.5 million. Warranty Accrual The Company’s products are generally subject to a one-year warranty period. QLogic products generally carry a warranty for up to three years. The Company records a liability for product warranty obligations in the period the related revenue is recorded based on historical warranty experience. The following table presents a rollforward of the warranty liability, which is included within accrued expenses and other current liabilities: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Beginning balance $ 455 $ 364 $ 336 $ 227 Assumed warranty liability from the acquisition of QLogic 753 - 753 - Accruals and adjustments 42 76 421 332 Settlements (238 ) (88 ) (498 ) (207 ) Ending balance $ 1,012 $ 352 $ 1,012 $ 352 Deferred revenue As of September 30, 2016 As of December 31, 2015 (in thousands) Services/support and maintenance $ 8,046 $ 5,531 Software license/subscription 389 785 Distributor deferred margin 964 - $ 9,399 $ 6,316 Following the acquisition of QLogic, the Company recorded deferred revenue, net of deferred cots on shipments to certain sell-through distributors. Other non-current liabilities As of September 30, 2016 As of December 31, 2015 (in thousands) Accrued rent $ 1,633 $ 1,493 Customer deposits 1,113 109 Restructuring related payables (Note 7) 2,940 - Income tax payable 11,298 915 Other 1,282 445 $ 18,266 $ 2,962 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and December 31, 2015 was $319.0 million and $71.5 million, respectively. The change in the carrying value of goodwill from December 31, 2015 to September 30, 2016 was due to the goodwill additions from the acquisition of QLogic. See Note 2 of Notes to Condensed Consolidated Financial Statements for discussions related to the acquisition of QLogic. Intangible assets, net As of September 30, 2016 Gross Accumulated Amortization Net Weighted average remaining amortization period (years) (in thousands) Existing and core technology - product $ 626,510 $ (53,973 ) $ 572,537 5.79 Technology licenses 129,746 (42,954 ) 86,792 4.90 Customer contracts and relationships 44,115 (2,739 ) 41,376 9.87 Trade name 15,796 (2,633 ) 13,163 4.87 Total amortizable intangible assets 816,167 (102,299 ) 713,868 5.33 IPR&D 76,500 - 76,500 n/a Total intangible assets $ 892,667 $ (102,299 ) $ 790,368 As of December 31, 2015 Gross Accumulated Amortization Net Weighted average remaining amortization period (years) (in thousands) Existing and core technology - product $ 41,711 $ (41,115 ) $ 596 0.99 Technology licenses 70,521 (35,625 ) 34,896 6.10 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 $16.2 million and $2.1 million for the three months ended September 30, 2016 and 2015, respectively, and $21.1 million and $7.3 million for the nine months ended September 30, 2016 and 2015, respectively. The following table presents the estimated future amortization expense of amortizable intangible assets as of September 30, 2016 (in thousands): Remainder of 2016 $ 31,180 2017 126,508 2018 124,883 2019 122,612 2020 119,531 2021 and thereafter 189,154 $ 713,868 |
Restructuring Accrual
Restructuring Accrual | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Accrual | 7. Restructuring Accrual The following table summarizes the activity and the outstanding balances of the restructuring liability as of and for the nine months ended September 30, 2016: As of September 30, 2016 Severance and other benefits Excess Facility Related Cost Total (in thousands) Balance at beginning of the year $ - $ - $ - Assumed restructuring liabilities from the acquisition 1,619 4,215 5,834 Additions 12,268 - 12,268 Cash payments (5,966 ) (347 ) (6,313 ) Balance at end of the period $ 7,921 $ 3,868 $ 11,789 Current portion of the restructuring related liabilities $ 6,366 $ 2,483 $ 8,849 Long-term portion of restructuring related liabilities $ 1,555 $ 1,385 $ 2,940 Following the acquisition of QLogic, the Company assumed outstanding liabilities from the restructuring initiatives undertaken by QLogic prior to the acquisition. These restructuring initiatives were designed to enhance product focus and streamline the business operations. The restructuring initiative included a workforce reduction and the consolidation and elimination of certain engineering activities. The outstanding excess facility related restructuring liability is expected to be settled over the term of the related agreement through April 2018. The Company recorded employee severance in the condensed consolidated statement of operations for the three and nine months ended September 30, 2016 of $12.3 million related to actions following the acquisition of QLogic and integration of QLogic with the Company. The remaining unpaid balance of this severance liability as of September 30, 2016 is expected to be paid within the next quarter. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Equity Incentive Plans On June 15, 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 EIP”), which reserved for issuance of 3.6 million shares of the Company’s common stock. The 2016 EIP is intended as the successor to and continuation of the Company’s (the “2007 EIP”). The 2016 EIP provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards, which may be granted to employees, directors and consultants. Following the effective date, no additional awards may be granted under the 2007 EIP. All outstanding awards granted under the 2007 EIP will remain subject to the terms of such plan, provided however, that the following shares of common stock subject to any outstanding stock award granted under the 2007 EIP (collectively, the “2007 EIP Returning Shares”) will immediately be added to the share reserve as and when such shares become 2007 EIP Returning Shares and become available for issuance pursuant to awards granted under the 2016 EIP: . All awards granted on or after June 15, 2016 will be subject to the terms of the 2016 EIP. Following the closing of the acquisition of QLogic, the Company assumed and will continue the QLogic 2005 Performance Incentive Plan (the “QLogic 2005 Plan”). As of the closing of the acquisition, shares available for future grant under the QLogic 2005 plan were approximately 3.6 million shares of the Company’s common stock. The QLogic 2005 Plan provides for the issuance of restricted stock units, or RSUs, incentive and non-qualified stock options, and other stock-based incentive awards. The following table summarizes the stock option activity for the nine months ended September 30, 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 Assumed from the acquisition 1,045 34.63 Options exercised (838,553 ) 8.62 Options cancelled and forfeited (118 ) 28.35 Balance as of September 30, 2016 1,366,149 37.76 No stock options were granted during the three months ended September 30, 2016 and 2015. The estimated weighted-average grant date fair value of options granted for the nine months ended September 30, 2016 and 2015 was $18.65 per share and $23.79 per share, respectively. The fair value of each option grant for the nine months ended September 30, 2016 and 2015 were estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions below. Nine Months Ended September 30, 2016 2015 Risk-free interest rate 1.11% 1.34% to 1.41% Expected life 4.96 years 3.77 to 4.58 years Dividend yield 0% 0% Volatility 42.51% 40.96% to 43.03% As of September 30, 2016, there was $4.4 million of unrecognized compensation costs, net of estimated forfeitures, related to stock options granted under the 2007 EIP, the Company’s 2001 Stock Incentive Plan and the QLogic 2005 Plan. The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.60 years. The following table summarizes the RSU activity for the nine months ended September 30, 2016: Number of Shares Weighted- Average Grant Date Fair Value Per Share Balance as of December 31, 2015 2,194,068 $ 47.85 Granted 1,279,548 49.08 Assumed from the acquisition 1,301,199 51.55 Vested (1,121,872 ) 46.82 Cancelled and forfeited (149,011 ) 53.19 Balance as of September 30, 2016 3,503,932 49.78 In February 2016, the Company granted one-year performance-based RSUs with grant date fair value of $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 RSUs as of September 30, 2016. At each reporting period, the Company evaluates the probability of achieving the milestone of each of the outstanding performance-based RSUs and updates the recognition of related stock-based compensation expense. The Company also granted a three-year vesting market-based RSU in February 2016 with grant date fair value of $3.3 million. 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. The Company recorded the related stock-based compensation expense for the three and nine months ended September 30, 2016 related to this grant. As of September 30, 2016, there was $128.2 million of unrecognized compensation costs, net of estimated forfeitures, related to RSUs granted under the 2007 EIP, 2016 EIP and the QLogic 2005 Plan 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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Cost of revenue $ 396 $ 194 $ 821 $ 576 Research and development 11,696 7,438 28,274 21,534 Sales, general and administrative 23,986 4,817 34,300 13,814 $ 36,078 $ 12,449 $ 63,395 $ 35,924 The total stock-based compensation cost capitalized as part of inventory as of September 30, 2016 and December 31, 2015 was not material. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The quarterly provision for (benefit from) 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 income (loss) before income taxes, the geographic mix of income (loss) before income taxes and interpretations of tax laws and the possible outcomes of current and future audits. The following table presents the provision for (benefit from) income taxes and the effective tax rates for the three and nine months ended September 30, 2016 and 2015: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Income (loss) before income taxes $ (98,456 ) $ 4,582 $ (109,151 ) $ (14,702 ) Provision for (benefit from) income taxes (84,090 ) 366 (83,542 ) 1,328 Effective tax rate 85.4 % 8.0 % 76.5 % (9.0 )% The benefit from income taxes for the three and nine months ended September 30, 2016 were mainly due to the partial release of the valuation allowance on deferred tax assets, partially offset by the tax provision related to earnings in foreign jurisdictions. As a result of the QLogic acquisition, a net deferred tax liability was recorded due to the book-tax basis difference mainly related to purchased intangibles. This net deferred tax liability provided an additional source of income to support the realizability of the Company’s pre-existing deferred tax assets. As a result, the Company recorded a partial release of its valuation allowance in the three months ended September 30, 2016. The partial release of the valuation allowance was approximately $82.9 million. The provision for income taxes for the three and nine months ended September 30, 2015 was 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 and nine months ended September 30, 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’s 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 September 30, 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. As of September 30, 2016 and December 31, 2015, the Company had unrecognized tax benefits for income taxes associated with uncertain tax positions of $50.9 million and $19.7 million, respectively. If all of these unrecognized tax benefits were recognized, $12.4 million would impact the Company’s effective tax rate after considering the valuation allowance. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company has no significant accrued potential penalties and interest as of September 30, 2016 and December 31, 2015, as a significant amount of liabilities have been recorded against loss carryforwards on a net basis. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. 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 to the Company’s consolidated financial statements. On an ongoing basis, stock-based compensation will be excluded from intercompany charges. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 10. Segment and Geographic Information The Company manages and operates as one reportable segment. The closing of the acquisition of QLogic did not change the Company’s reportable segment as management views and operates the combined companies as one reportable segment. T he Company implemented a plan developed prior to the completion of the merger and began to immediately integrate QLogic into the Company’s existing operations, engineering groups, sales distribution networks and management structure. Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Enterprise network, data center, storage, access and service provider markets $ 159,179 $ 96,975 $ 351,988 $ 284,395 Broadband and consumer markets 8,944 8,088 25,175 27,407 $ 168,123 $ 105,063 $ 377,163 $ 311,802 Revenues by geographic area are presented based upon the ship-to 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. Net revenues by geographic area are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) United States $ 54,097 $ 29,370 $ 124,707 $ 98,586 China 40,245 24,775 90,794 76,111 Korea 18,962 9,665 27,114 22,385 Taiwan 11,105 8,965 31,198 25,519 Mexico 7,608 10,030 18,917 28,034 Finland 6,870 8,013 35,248 24,465 Other countries 29,236 14,245 49,185 36,702 Total $ 168,123 $ 105,063 $ 377,163 $ 311,802 The following table sets forth tangible long lived assets, which consist of property and equipment, net by geographic regions: As of September 30, 2016 As of December 31, 2015 (in thousands) United States $ 82,569 $ 52,547 All other countries 39,545 12,130 Total $ 122,114 $ 64,677 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt On August 16, 2016, the Company entered into a Credit Agreement with JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein (collectively, the “Lenders”). The Lenders have provided (i) a $700.0 million six year term B loan facility (the “Initial Term B Loan Facility”) and (ii) a $50.0 million interim term loan facility (the “Interim Term Loan Facility”, (i) and (ii) together, the “Term Facility”) to finance the acquisition of QLogic and pay fees and expenses of such acquisition. The outstanding debt under the Term Facility are collateralized by a lien on substantially all of the Company’s assets. The interest rates applicable to loans outstanding under the Credit Agreement with respect to the Initial Term B Loan Facility are, at the Company's option, equal to either a base rate plus a margin of 2.00% per annum or LIBOR plus a margin of 3.00% per annum. In no event shall the LIBOR for any interest period be less than 0.75% with respect to the Initial Term B Facility. The Initial Term B Loan Facility will mature on August 16, 2022 and requires quarterly principal payments commencing on December 31, 2016 equal to 0.25% of the aggregate original principal amount, with the balance payable at maturity (in each case subject to adjustment for prepayments). The interest rates applicable to loans outstanding under the Credit Agreement with respect to the Interim Term Loan Facility are, at the Company's option, equal to either a base rate plus a margin of 1.00% per annum or LIBOR plus a margin of 2.00% per annum. In October 2016, the Company paid the outstanding Interim Term Loan. The following table summarizes the outstanding borrowings from the Term Facilities as of September 30, 2016: Principal Outstanding Unamortized Deferred Financing Costs Principal Outstanding, net of Unamortized Deferred Financing Costs Current Portion of Long-Term Debt Long-Term Debt (in thousands, except for interest rate) Initial Term B Loan Facility $ 700,000 $ 19,739 $ 680,261 $ 3,889 $ 676,372 Interim Term Loan Facility 50,000 115 49,885 49,885 - $ 750,000 $ 19,854 $ 730,146 $ 53,774 $ 676,372 The deferred financing cost associated with the Term Facility was recorded as a reduction to principal outstanding in the condensed consolidated balance sheets and is being amortized over the term of the Term Facility. As of September 30, 2016, the carrying value of the Term Facility approximates the fair value. The Company classifies this under Level 2 fair value measurement hierarchy. The Credit Agreement contains customary representations and warranties and affirmative and negative covenants that, among other things, restrict the ability of the Company and its subsidiaries to create or incur certain liens, incur or guarantee additional indebtedness, merge or consolidate with other companies, transfer or sell assets and make restricted payments. These covenants are subject to a number of limitations and exceptions set forth in the Credit Agreement. With respect to the outstanding Interim Term Loan Facility, the Company must maintain a minimum level of liquidity of no less than $150.0 million with certain adjustments as described in the Credit Agreement. The Company is in compliance with these covenants as of September 30, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. 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 assumed operating leases following the acquisition of QLogic, which expire on various dates ending in September 2021. Rent expense incurred under operating leases was $3.0 million and $1.9 million for the three months ended September 30, 2016 and 2015 The Company also has non-cancellable software and maintenance commitments which are generally billed on a quarterly basis. These commitments are included in the operating leases. The Company acquired certain assets under capital lease and technology license obligations. 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. In July 2016, the Company signed design kit license agreements with a third party vendor for an aggregate consideration of $9.0 million, payable in four equal installments. The first installment was due on the effective date of the agreement and the remaining installment payments are due in the succeeding quarters following the effective date. The aggregate total consideration was recorded as intangible assets which will be amortized over the term of the license and the related liability was recorded under capital lease and technology license obligations. In July and September 2016, the Company signed design tools purchase agreements with a third party vendor for an aggregate total consideration of $15.6 million, payable in equal quarterly installments up to May 2019. The present value of the total aggregate total consideration was recorded as design tools under property and equipment which will be amortized over the term of the license and the related liability was recorded under capital lease and technology license obligations. On September 27, 2016, the Company signed a new purchase agreement with a third party vendor for $31.5 million, payable in quarterly installments up to August 2019, in exchange for a three-year license to certain design tools effective October 1, 2016. This new purchase agreement replaced the purchase agreement entered into by the Company in October 2014 with the same third party company for $28.5 million in exchange for a three-year license to certain design tools. As a result of the cancellation of the October 2014 purchase agreement, in October 2016, the Company wrote-off the related design tools within property and equipment and the unpaid installment obligations under capital lease and technology license obligations. Minimum commitments under non-cancelable operating and capital lease agreements as of September 30, 2016 are as follows: Capital lease and technology license obligations Operating leases Total (in thousands) Remainder of 2016 $ 10,273 $ 3,679 $ 13,952 2017 19,942 14,329 34,271 2018 7,624 12,585 20,209 2019 2,769 10,767 13,536 2020 - 10,586 10,586 2021 thereafter - 14,562 14,562 $ 40,608 $ 66,508 $ 107,116 Less: Interest component (3.75% annual rate) 1,081 Present value of minimum lease payment 39,527 Current portion of the obligations $ 27,747 Long-term portion of obligations $ 11,780 QLogic Manufacturing Rights Buy-outs Following the closing of the acquisition of QLogic, the Company exercised non-cancellable options to purchase the manufacturing rights from a QLogic application specific integrated circuit, or ASIC, vendor effective at the closing of the acquisition for certain QLogic ASIC products and on November 1, 2016 for certain other QLogic ASIC products. In consideration for the exercise of the manufacturing rights, the Company paid an aggregate of $55.0 million manufacturing buy-out consideration in September 2016. In addition, the Company paid a one-time royalty buy-out fee of $10.0 million for certain QLogic ASIC products. On September 29, 2016, the Company entered into an ownership transfer and manufacturing rights agreement with another QLogic third party ASIC vendor to acquire manufacturing rights and relieve the Company from future royalty obligations related to certain ASIC products. In consideration for this, the Company agreed to pay a total of $10.0 million manufacturing rights buy-out consideration. Subject to the terms of the agreement, the Company paid $7.5 million on the effective date of the agreement and the remaining $2.5 million was placed in escrow in November 2016, to be released on the earlier of (i) receipt of the validation notice that the related ASIC product has been put into production by the Company and (ii) transfer of specified assets to a third party vendor approved by the Company. The Company determined that the total consideration amounting to $75.0 million as discussed above, pertained to the use of technologies and the cost associated to cancelling the exclusive rights to manufacture the related products. The Company estimated the components of the total consideration attributable to the use of technologies and the cost to cancel the exclusive manufacturing rights using market-based fair value estimation. The fair value estimation was determined based on inputs that are unobservable and significant to the overall fair value measurement. It was also based on estimates and assumptions made by management. As such this was Xpliant Manufacturing Rights Buy-out 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 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 was payable in four equal quarterly payments, with the first installment payment was due on April 29, 2015 and each of the subsequent three installment payments were 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 and the stage of development of the related ASIC products covered by 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 in the first quarter of 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 in the first quarter of 2016. |
Organization and Basis of Pre19
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
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 2 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 adjustments that, in the opinion of management, are necessary to state fairly the Company’s condensed consolidated financial position at September 30, 2016, and the condensed consolidated results of its operations for the three and nine months ended September 30, 2016 and 2015, and condensed consolidated statements of cash flows for the nine months ended September 30, 2016 and 2015. The results of operations for the three and nine months ended September 30, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board, or FASB, issued a new guidance on cash flow classification of certain cash receipts and cash payments. This new guidance will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The eight specific cash flow issues include: (i) debt prepayment or debt extinguishment costs, (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effecting interest rate of the borrowing, (iii) contingent consideration payments made after a business combination, (iv) proceeds from settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle. This new guidance is effective for fiscal years beginning after December 15, 2017 including interim periods during the annual period and require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. Early adoption is permitted. The Company is currently evaluating the impact of this updated guidance on its consolidated financial statements and related disclosures. In June 2016 the FASB issued an updated guidance on measurement of credit losses on financial instruments. This updated guidance introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. This new guidance is effective for fiscal years beginning after December 15, 2020 including interim periods during the annual period. Early adoption is permitted for fiscal years beginning after December 15, 2015 including interim periods during the annual period. The Company is currently evaluating the impact of this updated guidance on its consolidated financial statements and related disclosures. In March 2016, the 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 of this updated guidance on its consolidated 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 of this updated guidance on its consolidated 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 March 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, does not intend to early adopt, and is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Summary of Total Estimated Acquisition Consideration | The f ollowing table summarizes the total estimated acquisition consideration (in thousands, except shares and per share data): Cash consideration to QLogic common stockholders $ 936,961 Common stock (8,364,018 shares of the Company's common stock at $51.55 per share) 431,165 Cash consideration for vested "in the money" stock options and fractional shares 1,934 Fair value of the replacement equity awards attributable to pre-acquisition service 9,433 Total estimated acquisition consideration $ 1,379,493 |
Summary of Preliminary Purchase Price Allocation | The preliminary purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 365,065 Marketable securities 375 Accounts receivable 65,576 Inventories 62,500 Prepaid expense and other current assets 8,274 Property and equipment 87,314 Intangible assets 716,700 Other assets 1,559 Goodwill 247,543 Accounts payable (41,776 ) Accrued expense and other current liabilities (21,288 ) Deferred revenue (603 ) Deferred tax liability (95,766 ) Other non-current liabilities (15,980 ) Total estimated acquisition consideration $ 1,379,493 |
Valuation of Identifiable Intangible Assets and Estimated Useful Lives | The valuation of identifiable intangible assets and their estimated useful lives are as follows: Preliminary Estimated Asset Fair Value Weighted Average Useful Life (Years) (in thousands, except for useful life) Existing and core technology $ 584,800 6 In process research and development ("IPR&D") 76,500 n/a Customer relationships 41,900 10 Tradename and trademark 13,500 5 $ 716,700 |
Supplemental Pro forma Financial Information | The supplemental pro forma financial information for the periods presented is as follows: Three months ended September 30 Nine months ended September 30 2016 2015 2016 2015 (in thousands, except per share data) Pro forma net revenue $ 210,479 208,417 $ 655,347 661,604 Pro forma net income (loss) (86,527 ) 19,144 (112,580 ) (83,542 ) Pro forma net income (loss) per share, basic $ (1.31 ) $ 0.30 $ (1.71 ) $ (1.31 ) Pro forma net income (loss) per share, diluted (1.31 ) 0.29 (1.71 ) (1.31 ) |
Net Income (Loss) Per Common 21
Net Income (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Common Share | The following table sets forth the computation of net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands, except per share data) Net income (loss) $ (14,366 ) $ 4,216 $ (25,609 ) $ (16,030 ) Weighted average common shares outstanding - basic 62,055 55,819 58,840 55,406 Dilutive effect of employee stock plans - 1,638 - - Weighted average common shares outstanding - diluted 62,055 57,457 58,840 55,406 Net income (loss) per common share, basic $ (0.23 ) $ 0.08 $ (0.44 ) $ (0.29 ) Net income (loss) per common share, diluted $ (0.23 ) $ 0.07 $ (0.44 ) $ (0.29 ) |
Summary of Outstanding Options and Restricted Stock Units Excluded from Computation of Diluted Net Income (Loss) Per Common Share | The following outstanding options and restricted stock units were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Options to purchase common stock 1,366 87 1,366 2,137 Restricted stock units 3,504 - 3,504 2,421 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Inventories | Inventories As of September 30, 2016 As of December 31, 2015 (in thousands) Work-in-process $ 47,993 $ 33,701 Finished goods 70,943 13,308 $ 118,936 $ 47,009 |
Property and Equipment, Net | Property and equipment, net As of September 30, 2016 As of December 31, 2015 (in thousands) Test equipment and mask costs $ 126,955 $ 71,021 Software, design tools, computer and other equipment 83,353 62,331 Furniture, office equipment and leasehold improvements 12,863 5,755 Construction in progress 662 - 223,833 139,107 Less: accumulated depreciation and amortization (101,719 ) (74,430 ) $ 122,114 $ 64,677 |
Accrued Expenses And Other Current Liabilities | Accrued expenses and other current liabilities As of September 30, 2016 As of December 31, 2015 (in thousands) Accrued compensation and related benefits $ 20,552 $ 4,485 Restructuring related payables (Note 7) 8,849 - Professional fees 2,660 1,018 Accrued rebates 2,522 - Manufacturing rights payable (Note 12) 2,500 1,875 Accrued interest 1,093 - Accrued royalties 1,161 761 Other 3,826 1,304 $ 43,163 $ 9,443 |
Warranty Accrual | The Company’s products are generally subject to a one-year warranty period. QLogic products generally carry a warranty for up to three years. The Company records a liability for product warranty obligations in the period the related revenue is recorded based on historical warranty experience. The following table presents a rollforward of the warranty liability, which is included within accrued expenses and other current liabilities: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Beginning balance $ 455 $ 364 $ 336 $ 227 Assumed warranty liability from the acquisition of QLogic 753 - 753 - Accruals and adjustments 42 76 421 332 Settlements (238 ) (88 ) (498 ) (207 ) Ending balance $ 1,012 $ 352 $ 1,012 $ 352 |
Deferred Revenue | Deferred revenue As of September 30, 2016 As of December 31, 2015 (in thousands) Services/support and maintenance $ 8,046 $ 5,531 Software license/subscription 389 785 Distributor deferred margin 964 - $ 9,399 $ 6,316 |
Other Noncurrent Liabilities | Other non-current liabilities As of September 30, 2016 As of December 31, 2015 (in thousands) Accrued rent $ 1,633 $ 1,493 Customer deposits 1,113 109 Restructuring related payables (Note 7) 2,940 - Income tax payable 11,298 915 Other 1,282 445 $ 18,266 $ 2,962 |
Goodwill and Intangible Asset23
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible assets, net As of September 30, 2016 Gross Accumulated Amortization Net Weighted average remaining amortization period (years) (in thousands) Existing and core technology - product $ 626,510 $ (53,973 ) $ 572,537 5.79 Technology licenses 129,746 (42,954 ) 86,792 4.90 Customer contracts and relationships 44,115 (2,739 ) 41,376 9.87 Trade name 15,796 (2,633 ) 13,163 4.87 Total amortizable intangible assets 816,167 (102,299 ) 713,868 5.33 IPR&D 76,500 - 76,500 n/a Total intangible assets $ 892,667 $ (102,299 ) $ 790,368 As of December 31, 2015 Gross Accumulated Amortization Net Weighted average remaining amortization period (years) (in thousands) Existing and core technology - product $ 41,711 $ (41,115 ) $ 596 0.99 Technology licenses 70,521 (35,625 ) 34,896 6.10 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 following table presents the estimated future amortization expense of amortizable intangible assets as of September 30, 2016 (in thousands): Remainder of 2016 $ 31,180 2017 126,508 2018 124,883 2019 122,612 2020 119,531 2021 and thereafter 189,154 $ 713,868 |
Restructuring Accrual (Tables)
Restructuring Accrual (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring And Related Activities [Abstract] | |
Summary of Activity and Outstanding Balances of Restructuring Liability | The following table summarizes the activity and the outstanding balances of the restructuring liability as of and for the nine months ended September 30, 2016: As of September 30, 2016 Severance and other benefits Excess Facility Related Cost Total (in thousands) Balance at beginning of the year $ - $ - $ - Assumed restructuring liabilities from the acquisition 1,619 4,215 5,834 Additions 12,268 - 12,268 Cash payments (5,966 ) (347 ) (6,313 ) Balance at end of the period $ 7,921 $ 3,868 $ 11,789 Current portion of the restructuring related liabilities $ 6,366 $ 2,483 $ 8,849 Long-term portion of restructuring related liabilities $ 1,555 $ 1,385 $ 2,940 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders Equity Note [Abstract] | |
Summary of Stock Options Activity | The following table summarizes the stock option activity for the nine months ended September 30, 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 Assumed from the acquisition 1,045 34.63 Options exercised (838,553 ) 8.62 Options cancelled and forfeited (118 ) 28.35 Balance as of September 30, 2016 1,366,149 37.76 |
Assumptions Of Fair Value Of Employee Option Grant Using Black-Scholes Option - Pricing Model | The fair value of each option grant for the nine months ended September 30, 2016 and 2015 were estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions below. Nine Months Ended September 30, 2016 2015 Risk-free interest rate 1.11% 1.34% to 1.41% Expected life 4.96 years 3.77 to 4.58 years Dividend yield 0% 0% Volatility 42.51% 40.96% to 43.03% |
Summary of RSU Activity | The following table summarizes the RSU activity for the nine months ended September 30, 2016: Number of Shares Weighted- Average Grant Date Fair Value Per Share Balance as of December 31, 2015 2,194,068 $ 47.85 Granted 1,279,548 49.08 Assumed from the acquisition 1,301,199 51.55 Vested (1,121,872 ) 46.82 Cancelled and forfeited (149,011 ) 53.19 Balance as of September 30, 2016 3,503,932 49.78 |
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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Cost of revenue $ 396 $ 194 $ 821 $ 576 Research and development 11,696 7,438 28,274 21,534 Sales, general and administrative 23,986 4,817 34,300 13,814 $ 36,078 $ 12,449 $ 63,395 $ 35,924 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Provision for (benefit from) Income Taxes and Effective Tax Rates | The following table presents the provision for (benefit from) income taxes and the effective tax rates for the three and nine months ended September 30, 2016 and 2015: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Income (loss) before income taxes $ (98,456 ) $ 4,582 $ (109,151 ) $ (14,702 ) Provision for (benefit from) income taxes (84,090 ) 366 (83,542 ) 1,328 Effective tax rate 85.4 % 8.0 % 76.5 % (9.0 )% |
Segment and Geographic Inform27
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Net Revenue by Markets | The net revenue by markets for the periods indicated was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Enterprise network, data center, storage, access and service provider markets $ 159,179 $ 96,975 $ 351,988 $ 284,395 Broadband and consumer markets 8,944 8,088 25,175 27,407 $ 168,123 $ 105,063 $ 377,163 $ 311,802 |
Net Revenues by Geographic Area | Net revenues by geographic area are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) United States $ 54,097 $ 29,370 $ 124,707 $ 98,586 China 40,245 24,775 90,794 76,111 Korea 18,962 9,665 27,114 22,385 Taiwan 11,105 8,965 31,198 25,519 Mexico 7,608 10,030 18,917 28,034 Finland 6,870 8,013 35,248 24,465 Other countries 29,236 14,245 49,185 36,702 Total $ 168,123 $ 105,063 $ 377,163 $ 311,802 |
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 September 30, 2016 As of December 31, 2015 (in thousands) United States $ 82,569 $ 52,547 All other countries 39,545 12,130 Total $ 122,114 $ 64,677 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Borrowings from Term Facilities | The following table summarizes the outstanding borrowings from the Term Facilities as of September 30, 2016: Principal Outstanding Unamortized Deferred Financing Costs Principal Outstanding, net of Unamortized Deferred Financing Costs Current Portion of Long-Term Debt Long-Term Debt (in thousands, except for interest rate) Initial Term B Loan Facility $ 700,000 $ 19,739 $ 680,261 $ 3,889 $ 676,372 Interim Term Loan Facility 50,000 115 49,885 49,885 - $ 750,000 $ 19,854 $ 730,146 $ 53,774 $ 676,372 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2016 are as follows: Capital lease and technology license obligations Operating leases Total (in thousands) Remainder of 2016 $ 10,273 $ 3,679 $ 13,952 2017 19,942 14,329 34,271 2018 7,624 12,585 20,209 2019 2,769 10,767 13,536 2020 - 10,586 10,586 2021 thereafter - 14,562 14,562 $ 40,608 $ 66,508 $ 107,116 Less: Interest component (3.75% annual rate) 1,081 Present value of minimum lease payment 39,527 Current portion of the obligations $ 27,747 Long-term portion of obligations $ 11,780 |
Organization and Basis of Pre30
Organization and Basis of Presentation (Narrative) (Detail) | 9 Months Ended |
Sep. 30, 2016 | |
QLogic Corporation | |
Organization And Basis Of Presentation [Line Items] | |
Business combination completion date | Aug. 16, 2016 |
Business Combinations (Narrativ
Business Combinations (Narrative) (Detail) $ / shares in Units, $ in Thousands | Aug. 16, 2016USD ($)Project$ / shares | Apr. 29, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||
Settlement to common shareholders of an acquired entity | $ 573,830 | $ 3,630 | ||||||
Acquisition-Related Costs | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs | $ 33,700 | 33,700 | ||||||
QLogic Corporation | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination agreement date | Jun. 15, 2016 | |||||||
Business acquisition consideration paid pursuant to exchange offer per share in cash | $ / shares | $ 11 | |||||||
Business acquisition share conversion ratio pursuant to exchange offer | 0.098 | |||||||
Estimated remaining costs to complete IPR&D projects | $ 106,500 | |||||||
Number of IPR&D projects acquired | Project | 2 | |||||||
Benefit from income taxes due to partial release of valuation on deferred tax assets | $ 82,900 | 82,900 | 82,900 | |||||
QLogic Corporation | Consolidated Net Revenue | Product Concentration Risk | ||||||||
Business Acquisition [Line Items] | ||||||||
Concentration risk, percentage | 31.00% | 14.00% | ||||||
QLogic Corporation | Fair Value Adjustment to Inventory | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value adjustment to acquisition-date inventory recognized in cost of sales | 7,300 | 22,500 | ||||||
QLogic Corporation | Acquisition-Related Costs | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs | $ 41,700 | $ 41,700 | ||||||
QLogic Corporation | Selling, General and Administrative Expense | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition related costs | $ 12,200 | $ 17,400 | ||||||
QLogic Corporation | Fibre Channel Products | ||||||||
Business Acquisition [Line Items] | ||||||||
IPR&D projects estimated to be completed, fiscal year | 2,019 | |||||||
QLogic Corporation | Ethernet Products | ||||||||
Business Acquisition [Line Items] | ||||||||
IPR&D projects estimated to be completed, fiscal year | 2,017 | |||||||
QLogic Corporation | Minimum | IPR&D | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life (years) upon completion of IPR&D projects | 5 years | |||||||
QLogic Corporation | Maximum | IPR&D | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life (years) upon completion of IPR&D projects | 6 years | |||||||
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 | Minimum | Promissory Notes | ||||||||
Business Acquisition [Line Items] | ||||||||
Promissory note, maturity date | Apr. 30, 2015 | |||||||
Xpliant, Inc | Maximum | Promissory Notes | ||||||||
Business Acquisition [Line Items] | ||||||||
Promissory note, maturity date | Mar. 31, 2016 | |||||||
Xpliant | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination agreement date | Jul. 30, 2014 | |||||||
Settlement to common shareholders of an acquired entity | $ 1,100 | $ 2,500 | ||||||
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% |
Business Combinations (Summary
Business Combinations (Summary of Total Estimated Acquisition Consideration) (Detail) - QLogic Corporation $ in Thousands | Aug. 16, 2016USD ($) |
Business Acquisition [Line Items] | |
Cash consideration to QLogic common stockholders | $ 936,961 |
Common stock (8,364,018 shares of the Company's common stock at $51.55 per share) | 431,165 |
Cash consideration for vested "in the money" stock options and fractional shares | 1,934 |
Fair value of the replacement equity awards attributable to pre-acquisition service | 9,433 |
Total estimated acquisition consideration | $ 1,379,493 |
Business Combinations (Summar33
Business Combinations (Summary of Total Estimated Acquisition Consideration) (Parenthetical) (Detail) - QLogic Corporation | Aug. 16, 2016$ / sharesshares |
Business Acquisition [Line Items] | |
Business acquisition number of shares issued | shares | 8,364,018 |
Business acquisition share price | $ / shares | $ 51.55 |
Business Combinations (Summar34
Business Combinations (Summary of Preliminary Purchase Price Allocation) (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Aug. 16, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 319,021 | $ 71,478 | |
QLogic Corporation | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 365,065 | ||
Marketable securities | 375 | ||
Accounts receivable | 65,576 | ||
Inventories | 62,500 | ||
Prepaid expense and other current assets | 8,274 | ||
Property and equipment | 87,314 | ||
Intangible assets | 716,700 | ||
Other assets | 1,559 | ||
Goodwill | 247,543 | ||
Accounts payable | (41,776) | ||
Accrued expense and other current liabilities | (21,288) | ||
Deferred revenue | (603) | ||
Deferred tax liability | (95,766) | ||
Other non-current liabilities | (15,980) | ||
Total estimated acquisition consideration | $ 1,379,493 |
Business Combinations (Valuatio
Business Combinations (Valuation of Identifiable Intangible Assets and Estimated Useful Lives) (Detail) - QLogic Corporation $ in Thousands | Aug. 16, 2016USD ($) |
Finite And Indefinite Lived Intangible Assets Acquired Through Business Combination [Line Items] | |
Preliminary Estimated Asset Fair Value | $ 716,700 |
Existing and Core Technology | |
Finite And Indefinite Lived Intangible Assets Acquired Through Business Combination [Line Items] | |
Preliminary Estimated Asset Fair Value | $ 584,800 |
Weighted Average Useful Life (Years) | 6 years |
Customer Relationships | |
Finite And Indefinite Lived Intangible Assets Acquired Through Business Combination [Line Items] | |
Preliminary Estimated Asset Fair Value | $ 41,900 |
Weighted Average Useful Life (Years) | 10 years |
Tradename and Trademark | |
Finite And Indefinite Lived Intangible Assets Acquired Through Business Combination [Line Items] | |
Preliminary Estimated Asset Fair Value | $ 13,500 |
Weighted Average Useful Life (Years) | 5 years |
In Process Research and Development ("IPR&D") | |
Finite And Indefinite Lived Intangible Assets Acquired Through Business Combination [Line Items] | |
Preliminary Estimated Asset Fair Value | $ 76,500 |
Business Combinations (Suppleme
Business Combinations (Supplemental Pro forma Financial Information) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition Pro Forma Information [Abstract] | ||||
Pro forma net revenue | $ 210,479 | $ 208,417 | $ 655,347 | $ 661,604 |
Pro forma net income (loss) | $ (86,527) | $ 19,144 | $ (112,580) | $ (83,542) |
Pro forma net income (loss) per share, basic | $ (1.31) | $ 0.30 | $ (1.71) | $ (1.31) |
Pro forma net income (loss) per share, diluted | $ (1.31) | $ 0.29 | $ (1.71) | $ (1.31) |
Net Income (Loss) Per Common 37
Net Income (Loss) Per Common Share (Basic and Diluted Net Income (Loss) Per Common Share) (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (14,366) | $ 4,216 | $ (25,609) | $ (16,030) |
Weighted average common shares outstanding - basic | 62,055 | 55,819 | 58,840 | 55,406 |
Dilutive effect of employee stock plans | 1,638 | |||
Weighted average common shares outstanding - diluted | 62,055 | 57,457 | 58,840 | 55,406 |
Net income (loss) per common share, basic | $ (0.23) | $ 0.08 | $ (0.44) | $ (0.29) |
Net income (loss) per common share, diluted | $ (0.23) | $ 0.07 | $ (0.44) | $ (0.29) |
Net Income (Loss) Per Common 38
Net Income (Loss) Per Common Share (Summary of Outstanding Options and Restricted Stock Units Excluded from Computation of Diluted Net Income (Loss) Per Common Share) (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 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 | 1,366 | 87 | 1,366 | 2,137 |
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 | 3,504 | 3,504 | 2,421 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Money Market Funds | Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 104 | $ 102.2 |
Balance Sheet Components (Inven
Balance Sheet Components (Inventories) (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Net [Abstract] | ||
Work-in-process | $ 47,993 | $ 33,701 |
Finished goods | 70,943 | 13,308 |
Inventories | $ 118,936 | $ 47,009 |
Balance Sheet Components (Prope
Balance Sheet Components (Property and Equipment, Net) (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 223,833 | $ 139,107 |
Less: accumulated depreciation and amortization | (101,719) | (74,430) |
Property and equipment, net | 122,114 | 64,677 |
Test Equipment and Mask Costs | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 126,955 | 71,021 |
Software, Design Tools, Computer and Other Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 83,353 | 62,331 |
Furniture, Office Equipment and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 12,863 | $ 5,755 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 662 |
Balance Sheet Components (Narra
Balance Sheet Components (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation and amortization expense | $ 12,100 | $ 7,900 | $ 30,300 | $ 24,700 | |
Rebates charged as a reduction to revenue | 900 | 1,200 | |||
Accrued rebates | 2,522 | 2,522 | |||
Rebate settlements | 700 | $ 700 | |||
Warranty period | 1 year | ||||
QLogic Corporation | |||||
Property Plant And Equipment [Line Items] | |||||
Outstanding rebate accrual | 2,100 | $ 2,100 | |||
QLogic Corporation | Maximum | |||||
Property Plant And Equipment [Line Items] | |||||
Warranty period | 3 years | ||||
Property and Equipment Under Capital Lease and Certain Financing Arrangements | |||||
Property Plant And Equipment [Line Items] | |||||
Capital lease and certain financing arrangements | 31,700 | $ 31,700 | $ 25,300 | ||
Amortization expense related to assets under capital lease and certain financing arrangements | $ 4,200 | $ 3,600 | $ 15,400 | $ 11,000 |
Balance Sheet Components (Accru
Balance Sheet Components (Accrued Expenses and Other Current Liabilities) (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued compensation and related benefits | $ 20,552 | $ 4,485 |
Restructuring related payables (Note 7) | 8,849 | |
Professional fees | 2,660 | 1,018 |
Accrued rebates | 2,522 | |
Manufacturing rights payable (Note 12) | 2,500 | 1,875 |
Accrued interest | 1,093 | |
Accrued royalties | 1,161 | 761 |
Other | 3,826 | 1,304 |
Accrued expenses and other current liabilities | $ 43,163 | $ 9,443 |
Balance Sheet Components (Warra
Balance Sheet Components (Warranty Accrual) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Product Warranty Accrual, Balance Sheet Classification [Abstract] | ||||
Beginning balance | $ 455 | $ 364 | $ 336 | $ 227 |
Assumed warranty liability from the acquisition of QLogic | 753 | 753 | ||
Accruals and adjustments | 42 | 76 | 421 | 332 |
Settlements | (238) | (88) | (498) | (207) |
Ending balance | $ 1,012 | $ 352 | $ 1,012 | $ 352 |
Balance Sheet Components (Defer
Balance Sheet Components (Deferred Revenue) (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 9,399 | $ 6,316 |
Service / Support and Maintenance | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | 8,046 | 5,531 |
Software License / Subscription | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | 389 | $ 785 |
Distributor Deferred Margin | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 964 |
Balance Sheet Components (Other
Balance Sheet Components (Other Non-Current Liabilities) (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts Payable And Accrued Liabilities Current And Noncurrent [Abstract] | ||
Accrued rent | $ 1,633 | $ 1,493 |
Customer deposits | 1,113 | 109 |
Restructuring related payables (Note 7) | 2,940 | |
Income tax payable | 11,298 | 915 |
Other | 1,282 | 445 |
Other non-current liabilities | $ 18,266 | $ 2,962 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets, Net (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 319,021 | $ 319,021 | $ 71,478 | ||
Amortization expense | $ 16,200 | $ 2,100 | $ 21,100 | $ 7,300 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets, Net (Intangible Assets, Net) (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 816,167 | $ 116,743 |
Finite-lived intangible assets, Accumulated Amortization | (102,299) | (81,251) |
Finite-lived intangible assets, Net | $ 713,868 | $ 35,492 |
Weighted average remaining amortization period (years) | 5 years 3 months 29 days | 6 years 4 days |
Intangible assets, Gross | $ 892,667 | |
Intangible assets, Net | 790,368 | $ 35,492 |
IPR&D | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 76,500 | |
Existing and core technology - product | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 626,510 | 41,711 |
Finite-lived intangible assets, Accumulated Amortization | (53,973) | (41,115) |
Finite-lived intangible assets, Net | $ 572,537 | $ 596 |
Weighted average remaining amortization period (years) | 5 years 9 months 15 days | 11 months 27 days |
Technology licenses | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 129,746 | $ 70,521 |
Finite-lived intangible assets, Accumulated Amortization | (42,954) | (35,625) |
Finite-lived intangible assets, Net | $ 86,792 | $ 34,896 |
Weighted average remaining amortization period (years) | 4 years 10 months 24 days | 6 years 1 month 6 days |
Customer contracts and relationships | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 44,115 | $ 2,215 |
Finite-lived intangible assets, Accumulated Amortization | (2,739) | (2,215) |
Finite-lived intangible assets, Net | $ 41,376 | |
Weighted average remaining amortization period (years) | 9 years 10 months 13 days | |
Trade name | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 15,796 | 2,296 |
Finite-lived intangible assets, Accumulated Amortization | (2,633) | $ (2,296) |
Finite-lived intangible assets, Net | $ 13,163 | |
Weighted average remaining amortization period (years) | 4 years 10 months 13 days |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets, Net (Estimated Future Amortization Expense from Amortizable Intangible Assets) (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2016 | $ 31,180 | |
2,017 | 126,508 | |
2,018 | 124,883 | |
2,019 | 122,612 | |
2,020 | 119,531 | |
2021 and thereafter | 189,154 | |
Finite-lived intangible assets, Net | $ 713,868 | $ 35,492 |
Restructuring Accrual (Summary
Restructuring Accrual (Summary of Activity and Outstanding Balances of Restructuring Liability) (Detail) - USD ($) $ in Thousands | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring Cost And Reserve [Line Items] | |
Assumed restructuring liabilities from the acquisition | $ 5,834 |
Additions | 12,268 |
Cash payments | (6,313) |
Balance at end of the period | 11,789 |
Current portion of the restructuring related liabilities | 8,849 |
Long-term portion of restructuring related liabilities | 2,940 |
Severance And Other Benefits | |
Restructuring Cost And Reserve [Line Items] | |
Assumed restructuring liabilities from the acquisition | 1,619 |
Additions | 12,268 |
Cash payments | (5,966) |
Balance at end of the period | 7,921 |
Current portion of the restructuring related liabilities | 6,366 |
Long-term portion of restructuring related liabilities | 1,555 |
Excess Facility Related Cost | |
Restructuring Cost And Reserve [Line Items] | |
Assumed restructuring liabilities from the acquisition | 4,215 |
Cash payments | (347) |
Balance at end of the period | 3,868 |
Current portion of the restructuring related liabilities | 2,483 |
Long-term portion of restructuring related liabilities | $ 1,385 |
Restructuring Accrual (Narrativ
Restructuring Accrual (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Restructuring Cost And Reserve [Line Items] | ||
Additional restructuring accrual | $ 12,268 | |
QLogic Corporation | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring and related activities agreement term | 2018-04 | |
QLogic Corporation | Employee Severance | ||
Restructuring Cost And Reserve [Line Items] | ||
Additional restructuring accrual | $ 12,300 | $ 12,300 |
Stockholders Equity (Narrative)
Stockholders Equity (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 15, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of stock options granted | 0 | 0 | |||
2005 QLogic Plan Shares Reserved for Issuance | QLogic Corporation | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares reserved for issuance | 3,600,000 | ||||
2016 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares reserved for issuance | 3,600,000 | ||||
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 | $ 23.79 | |||
Unrecognized compensation cost, net of estimated forfeitures | $ 4.4 | $ 4.4 | |||
Unrecognized compensation cost expected to be recognized over weighted average period (in years) | 2 years 7 months 6 days | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation cost, net of estimated forfeitures | $ 128.2 | $ 128.2 | |||
Unrecognized compensation cost expected to be recognized over weighted average period (in years) | 2 years 4 months 24 days | ||||
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 of
Stockholders Equity (Summary of Stock Option Activity) (Detail) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Options Outstanding, Beginning balance | shares | 2,027,999 |
Number of Options Outstanding, Options granted | shares | 175,776 |
Number of Options Outstanding, Assumed from the acquisition | shares | 1,045 |
Number of Options Outstanding, Options exercised | shares | (838,553) |
Number of Options Outstanding, Options cancelled and forfeited | shares | (118) |
Number of Options Outstanding, Ending balance | shares | 1,366,149 |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 24.75 |
Weighted Average Exercise Price, Options granted | $ / shares | 48.88 |
Weighted Average Exercise Price, Assumed from the acquisition | $ / shares | 34.63 |
Weighted Average Exercise Price, Options exercised | $ / shares | 8.62 |
Weighted Average Exercise Price, Options cancelled and forfeited | $ / shares | 28.35 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 37.76 |
Stockholders Equity (Assumption
Stockholders Equity (Assumptions of Fair Value of Employee Option Grant Using Black-Scholes Option Pricing Model) (Detail) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.11% | |
Expected life | 4 years 11 months 16 days | |
Dividend yield | 0.00% | 0.00% |
Volatility | 42.51% | |
Risk-free interest rate, minimum | 1.34% | |
Risk-free interest rate, maximum | 1.41% | |
Volatility, minimum | 40.96% | |
Volatility, maximum | 43.03% | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life | 3 years 9 months 7 days | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life | 4 years 6 months 29 days |
Stockholders Equity (Summary 55
Stockholders Equity (Summary of RSU Activity) (Detail) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Shares, Beginning balance | shares | 2,194,068 |
Number of Shares, Granted | shares | 1,279,548 |
Number of Shares, Assumed from the acquisition | shares | 1,301,199 |
Number of shares, Vested | shares | (1,121,872) |
Number of Shares, Cancelled and forfeited | shares | (149,011) |
Number of Shares, Ending balance | shares | 3,503,932 |
Weighted-Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 47.85 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 49.08 |
Weighted-Average Grant Date Fair Value Per Share, Assumed from the acquisition | $ / shares | 51.55 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 46.82 |
Weighted-Average Grant Date Fair Value Per Share, Cancelled and forfeited | $ / shares | 53.19 |
Weighted-Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 49.78 |
Stockholders Equity (Detail of
Stockholders Equity (Detail of Stock-Based Compensation Expense) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 36,078 | $ 12,449 | $ 63,395 | $ 35,924 |
Cost of revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 396 | 194 | 821 | 576 |
Research and development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 11,696 | 7,438 | 28,274 | 21,534 |
Sales, general and administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 23,986 | $ 4,817 | $ 34,300 | $ 13,814 |
Income Taxes (Provision for (be
Income Taxes (Provision for (benefit from) Income Taxes and Effective Tax Rates) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before income taxes | $ (98,456) | $ 4,582 | $ (109,151) | $ (14,702) |
Provision for (benefit from) income taxes | $ (84,090) | $ 366 | $ (83,542) | $ 1,328 |
Effective tax rate | 85.40% | 8.00% | 76.50% | (9.00%) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||||
Unrecognized tax benefits | $ 50.9 | $ 19.7 | ||
Unrecognized tax benefit that would impact effective tax rate | 12.4 | |||
QLogic Corporation | ||||
Income Tax Disclosure [Line Items] | ||||
Partial release of valuation allowance on deferred tax assets | $ 82.9 | $ 82.9 | $ 82.9 |
Segment and Geographic Inform59
Segment and Geographic Information - (Narrative) (Detail) | 9 Months Ended |
Sep. 30, 2016SegmentMarket | |
Segment Reporting [Abstract] | |
Number of operating segments | Segment | 1 |
Number of markets | Market | 2 |
Segment and Geographic Inform60
Segment and Geographic Information (Net Revenue by Markets) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 168,123 | $ 105,063 | $ 377,163 | $ 311,802 |
Enterprise Network, Data Center, Storage, Access and Service Provider Markets | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 159,179 | 96,975 | 351,988 | 284,395 |
Broadband and Consumer Markets | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 8,944 | $ 8,088 | $ 25,175 | $ 27,407 |
Segment and Geographic Inform61
Segment and Geographic Information (Net Revenues by Geographic Area) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 168,123 | $ 105,063 | $ 377,163 | $ 311,802 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 54,097 | 29,370 | 124,707 | 98,586 |
China | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 40,245 | 24,775 | 90,794 | 76,111 |
Korea | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 18,962 | 9,665 | 27,114 | 22,385 |
Taiwan | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 11,105 | 8,965 | 31,198 | 25,519 |
Mexico | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 7,608 | 10,030 | 18,917 | 28,034 |
Finland | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 6,870 | 8,013 | 35,248 | 24,465 |
Other Countries | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 29,236 | $ 14,245 | $ 49,185 | $ 36,702 |
Segment and Geographic Inform62
Segment and Geographic Information (Tangible Long Lived Assets) (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 122,114 | $ 64,677 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 82,569 | 52,547 |
All Other Countries | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 39,545 | $ 12,130 |
Debt (Narrative) (Detail)
Debt (Narrative) (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Aug. 16, 2016 | |
Debt Instrument [Line Items] | ||
Outstanding debt under term facility | $ 750,000,000 | |
Debt instrument, covenant compliance | The Company is in compliance with these covenants as of September 30, 2016. | |
Initial Term B Loan Facility | ||
Debt Instrument [Line Items] | ||
Term of loan facility | 6 years | |
Outstanding debt under term facility | $ 700,000,000 | |
Debt instrument, description of variable rate basis | LIBOR | |
Convertible notes receivable maturity date | Aug. 16, 2022 | |
Principal payment commencing date | Dec. 31, 2016 | |
The minimum percentage quarterly principal payments | 0.25% | |
Debt instrument, frequency of principal payment | Quarterly | |
Initial Term B Loan Facility | Base Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on margin rate | 2.00% | |
Initial Term B Loan Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on margin rate | 3.00% | |
Initial Term B Loan Facility | Minimum | LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 0.75% | |
Interim Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Outstanding debt under term facility | $ 50,000,000 | |
Debt instrument, description of variable rate basis | LIBOR | |
Debt instrument covenant minimum level of liquidity | $ 150,000,000 | |
Interim Term Loan Facility | Base Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on margin rate | 1.00% | |
Interim Term Loan Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on margin rate | 2.00% | |
JPMorgan Chase Bank, N.A. | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, initiation date | Aug. 16, 2016 | |
JPMorgan Chase Bank, N.A. | Initial Term B Loan Facility | ||
Debt Instrument [Line Items] | ||
Outstanding debt under term facility | $ 700,000,000 | |
JPMorgan Chase Bank, N.A. | Interim Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Outstanding debt under term facility | $ 50,000,000 |
Debt (Summary of Outstanding Bo
Debt (Summary of Outstanding Borrowings from Term Facilities) (Detail) $ in Thousands | Sep. 30, 2016USD ($) |
Debt Instrument [Line Items] | |
Principal Outstanding | $ 750,000 |
Unamortized Deferred Financing Costs | 19,854 |
Principal Outstanding, net of Unamortized Deferred Financing Costs | 730,146 |
Current Portion of Long-Term Debt | 53,774 |
Long-Term Debt | 676,372 |
Initial Term B Loan Facility | |
Debt Instrument [Line Items] | |
Principal Outstanding | 700,000 |
Unamortized Deferred Financing Costs | 19,739 |
Principal Outstanding, net of Unamortized Deferred Financing Costs | 680,261 |
Current Portion of Long-Term Debt | 3,889 |
Long-Term Debt | 676,372 |
Interim Term Loan Facility | |
Debt Instrument [Line Items] | |
Principal Outstanding | 50,000 |
Unamortized Deferred Financing Costs | 115 |
Principal Outstanding, net of Unamortized Deferred Financing Costs | 49,885 |
Current Portion of Long-Term Debt | $ 49,885 |
Commitments and Contingencies65
Commitments and Contingencies (Narrative) (Detail) $ in Thousands | Sep. 29, 2016USD ($) | Sep. 27, 2016USD ($) | Sep. 30, 2016USD ($) | Oct. 31, 2014USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Nov. 08, 2016USD ($) | Jul. 31, 2016USD ($)Installments | Dec. 31, 2015USD ($) | Mar. 30, 2015Installments |
Disclosure Commitments And Contingencies Narrative Detail [Line Items] | |||||||||||||
Lease expiration period | Oct. 1, 2022 | ||||||||||||
Operating leases, rent expense | $ 3,000 | $ 1,900 | $ 7,800 | $ 5,600 | |||||||||
Intangible assets, net | $ 790,368 | $ 790,368 | $ 790,368 | $ 35,492 | |||||||||
Capital Lease | |||||||||||||
Disclosure Commitments And Contingencies Narrative Detail [Line Items] | |||||||||||||
Lease expiration period | Aug. 31, 2019 | May 31, 2019 | |||||||||||
Long-term purchase commitment, amount | $ 31,500 | $ 28,500 | $ 15,600 | ||||||||||
Purchase agreement description | Company signed design tools purchase agreements with a third party vendor for an aggregate total consideration of $15.6 million, payable in equal quarterly installments up to May 2019. The present value of the total aggregate total consideration was recorded as design tools under property and equipment which will be amortized over the term of the license and the related liability was recorded under capital lease and technology license obligations. | ||||||||||||
Term of purchase agreement | 3 years | 3 years | |||||||||||
Long-term purchase commitment effective date | Oct. 1, 2016 | ||||||||||||
Design Kit License Agreements | |||||||||||||
Disclosure Commitments And Contingencies Narrative Detail [Line Items] | |||||||||||||
Aggregate consideration payable | $ 9,000 | ||||||||||||
Number of equal installments | Installments | 4 | ||||||||||||
Design Tools New Purchase Agreement | Capital Lease | |||||||||||||
Disclosure Commitments And Contingencies Narrative Detail [Line Items] | |||||||||||||
Purchase agreement description | Company signed a new purchase agreement with a third party vendor for $31.5 million, payable in quarterly installments up to August 2019, in exchange for a three-year license to certain design tools effective October 1, 2016. This new purchase agreement replaced the purchase agreement entered into by the Company in October 2014 with the same third party company for $28.5 million in exchange for a three-year license to certain design tools. | ||||||||||||
QLogic Corporation | |||||||||||||
Disclosure Commitments And Contingencies Narrative Detail [Line Items] | |||||||||||||
Lease expiration period | Sep. 1, 2021 | ||||||||||||
Manufacturing rights buy-out consideration | $ 75,000 | ||||||||||||
Acquired mask wrote-off | 4,800 | ||||||||||||
QLogic Corporation | Cost of revenue | |||||||||||||
Disclosure Commitments And Contingencies Narrative Detail [Line Items] | |||||||||||||
Manufacturing rights buy-out consideration | $ 32,200 | 32,200 | |||||||||||
QLogic Corporation | Manufacturing buy-out - Third Party ASIC Vendor A | |||||||||||||
Disclosure Commitments And Contingencies Narrative Detail [Line Items] | |||||||||||||
Payment for manufacturing buy-out consideration | $ 55,000 | ||||||||||||
Payment for royalty buy-out fee | $ 10,000 | ||||||||||||
QLogic Corporation | Manufacturing buy-out - Third Party ASIC Vendor B | |||||||||||||
Disclosure Commitments And Contingencies Narrative Detail [Line Items] | |||||||||||||
Payment for manufacturing buy-out consideration | $ 7,500 | ||||||||||||
Manufacturing rights buy-out consideration | $ 10,000 | ||||||||||||
QLogic Corporation | Manufacturing buy-out - Third Party ASIC Vendor B | Subsequent Event | |||||||||||||
Disclosure Commitments And Contingencies Narrative Detail [Line Items] | |||||||||||||
Amount placed in escrow | $ 2,500 | ||||||||||||
Xpliant, Inc | |||||||||||||
Disclosure Commitments And Contingencies Narrative Detail [Line Items] | |||||||||||||
Number of equal installments | Installments | 4 | ||||||||||||
Manufacturing rights licensing fee | $ 7,500 | ||||||||||||
License fee periodic payment description | The manufacturing rights licensing fee was payable in four equal quarterly payments, with the first installment payment was due on April 29, 2015 and each of the subsequent three installment payments were 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 Contingencies66
Commitments and Contingencies (Minimum Commitments Under Non-Cancelable Operating and Capital Lease Agreements) (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Total capital lease, technology license and operating lease obligations | ||
Current portion of the obligations | $ 27,747 | $ 20,608 |
Long-term portion of obligations | 11,780 | $ 9,858 |
Total | 107,116 | |
Remainder of 2016 | 13,952 | |
2,017 | 34,271 | |
2,018 | 20,209 | |
2,019 | 13,536 | |
2,020 | 10,586 | |
2021 thereafter | 14,562 | |
Capital Lease and Technology License Obligations | ||
Total capital lease, technology license and operating lease obligations | ||
Remainder of 2016 | 10,273 | |
2,017 | 19,942 | |
2,018 | 7,624 | |
2,019 | 2,769 | |
Total | 40,608 | |
Less: Interest component (3.75% annual rate) | 1,081 | |
Present value of minimum lease payment | 39,527 | |
Operating Leases | ||
Total capital lease, technology license and operating lease obligations | ||
Remainder of 2016 | 3,679 | |
2,017 | 14,329 | |
2,018 | 12,585 | |
2,019 | 10,767 | |
2,020 | 10,586 | |
2021 thereafter | 14,562 | |
Total | $ 66,508 |
Commitments and Contingencies67
Commitments and Contingencies (Minimum Commitments Under Non-Cancelable Operating and Capital Lease Agreements) (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2016 | |
Capital Lease and Technology License Obligations | |
Total capital lease, technology license and operating lease obligations | |
Interest rate during period | 3.75% |