Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2013 | Jul. 31, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q/A | ' |
Amendment Flag | 'true | ' |
Amendment Description | 'NeoPhotonics Corporation (the “Companyâ€), is filing this Amendment No. 1 (“Amendmentâ€) to its Quarterly Report on Form 10-Q to restate and amend the Company’s previously issued and unaudited interim financial statements and related financial information as of June 30, 2013 and for the three and six months ended June 30, 2013, which was originally filed with the Securities and Exchange Commission on August 8, 2013. As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2013, the Company determined that its unaudited condensed consolidated financial statements for the six months ended June 30, 2013 contained an error related to its accounting for a real estate registration tax which was incorrectly reflected as a component of the property, plant and equipment acquired as part of the purchase of NeoPhotonics Semiconductor (formerly the Optical Component Unit of LAPIS Semiconductor). In addition, the Company has made other corrections related to the purchase of NeoPhotonics Semiconductor, classification of certain amounts and other corrections, all of which were discovered during the close of its September 30, 2013 accounting records. For further information regarding the restatement, see Note 2 of the Notes to the Condensed Consolidated Financial Statements. Because of the corrections described above, management re-evaluated the Company’s control environment and concluded that additional material weaknesses existed at June 30, 2013 as more fully described in Item 4 “Controls and Procedures†in this Amendment. Consistent with the information described above, the Company has revised the following items in this Amendment:Part I Item 1 – Condensed Consolidated Financial Statements Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 4 – Controls and Procedures Part II Item 1A- Risk Factors Additionally, in this Amendment, the Company is including currently dated certifications from the Company’s Principal Executive Officer and Principal Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002 in Exhibits 31.1 and 31.2 and a currently dated certification from the Company’s Principal Executive Officer and Principal Financial Officer as required by Section 906 of the Sarbanes-Oxley Act of 2002 in Exhibit 32.1. Except to the extent described above and set forth herein, the items and other disclosures in the Form 10-Q initially filed on August 8, 2013 are unchanged and this Amendment does not reflect any events that have occurred after the initial Form 10-Q was filed. Accordingly, this Amendment should be read in conjunction with the Company’s initial Form 10-Q and the Company’s subsequent filings with the United States Securities and Exchange Commission. In light of the restatement, readers should not rely on the Company’s previously filed financial statements as of and for the three and six month periods ended June 30, 2013. | ' |
Document Period End Date | 30-Jun-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'NPTN | ' |
Entity Registrant Name | 'NEOPHOTONICS CORP | ' |
Entity Central Index Key | '0001227025 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 31,255,741 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $37,558 | $36,940 |
Short-term investments | 36,874 | 64,301 |
Restricted cash | 1,813 | 2,626 |
Accounts receivable, net of allowance for doubtful accounts | 72,998 | 70,354 |
Inventories | 58,227 | 43,793 |
Prepaid expenses and other current assets | 8,863 | 7,630 |
Total current assets | 216,333 | 225,644 |
Long-term investments | 355 | 188 |
Property, plant and equipment, net | 70,761 | 54,440 |
Other intangible assets, net | 17,362 | 14,213 |
Other long-term assets | 1,318 | 1,147 |
Total assets | 306,129 | 295,632 |
Current liabilities: | ' | ' |
Accounts payable | 43,894 | 36,308 |
Notes payable | 9,041 | 12,003 |
Current portion of long-term debt | 8,785 | 5,000 |
Accrued and other current liabilities | 20,530 | 19,959 |
Total current liabilities | 82,250 | 73,270 |
Long-term debt, net of current portion | 28,070 | 17,167 |
Deferred income tax liabilities | 664 | 653 |
Other noncurrent liabilities | 7,882 | 1,862 |
Total liabilities | 118,866 | 92,952 |
Commitments and contingencies (Note 10) | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock, $0.0025 par value At June 30, 2013 and December 31, 2012: 10,000,000 shares authorized, no shares issued or outstanding | ' | ' |
Common stock, $0.0025 par value At June 30, 2013: 100,000,000 shares authorized, 30,971,280 shares issued and outstanding; At December 31, 2012: 100,000,000 shares authorized, 30,546,155 shares issued and outstanding | 77 | 76 |
Additional paid-in capital | 443,157 | 438,858 |
Accumulated other comprehensive income | 12,636 | 11,829 |
Accumulated deficit | -268,607 | -248,083 |
Total stockholders’ equity | 187,263 | 202,680 |
Total liabilities and stockholders’ equity | $306,129 | $295,632 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,971,280 | 30,546,155 |
Common stock, shares outstanding | 30,971,280 | 30,546,155 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Revenue | $74,990 | $63,025 | $131,053 | $117,248 |
Cost of goods sold | 59,389 | 47,837 | 103,695 | 90,654 |
Gross profit | 15,601 | 15,188 | 27,358 | 26,594 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 11,087 | 9,322 | 20,794 | 19,860 |
Sales and marketing | 3,349 | 3,406 | 6,935 | 6,429 |
General and administrative | 7,889 | 6,409 | 13,273 | 13,140 |
Acquisition-related transaction costs | 681 | 312 | 5,191 | 706 |
Amortization of purchased intangible assets | 426 | 321 | 747 | 675 |
Adjustment to fair value of contingent consideration | ' | -1,303 | ' | 604 |
Total operating expenses | 23,432 | 18,467 | 46,940 | 41,414 |
Loss from operations | -7,831 | -3,279 | -19,582 | -14,820 |
Interest income | 72 | 145 | 203 | 277 |
Interest expense | -342 | -145 | -505 | -299 |
Other expense, net | -273 | ' | -547 | -275 |
Total interest and other expense, net | -543 | ' | -849 | -297 |
Loss before income taxes | -8,374 | -3,279 | -20,431 | -15,117 |
Benefit (provision) for income taxes | 90 | -377 | -93 | -317 |
Loss from continuing operations | -8,284 | -3,656 | -20,524 | -15,434 |
Income from discontinued operations, net of tax (including gain on disposal of $636, net of tax, for the six months ended June 30, 2012) | ' | ' | ' | 170 |
Net loss | ($8,284) | ($3,656) | ($20,524) | ($15,264) |
Continuing operations | ($0.27) | ($0.13) | ($0.67) | ($0.58) |
Discontinued operations | ' | ' | ' | $0.01 |
Net loss | ($0.27) | ($0.13) | ($0.67) | ($0.57) |
Weighted average shares used to compute net loss per share attributable to NeoPhotonics Corporation common stockholders: | ' | ' | ' | ' |
Basic and diluted | 30,779,730 | 28,402,929 | 30,677,449 | 26,636,807 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Operations (Parenthetical) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2012 |
Discontinued operations gain on disposal, net of tax | $636 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Net loss | ($8,284) | ($3,656) | ($20,524) | ($15,264) |
Foreign currency translation adjustments | 689 | -472 | 861 | -347 |
Unrealized gains (losses) on investments, net of tax of $0 | -35 | -60 | -54 | 236 |
Comprehensive loss | ($7,630) | ($4,188) | ($19,717) | ($15,375) |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Unrealized gains (losses) on investments, tax | $0 | $0 | $0 | $0 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net loss | ($20,524) | ($15,264) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 9,512 | 9,827 |
Stock-based compensation expense | 2,675 | 2,153 |
Deferred taxes | -6 | 387 |
Amortization of premiums and discounts on investments | 669 | 386 |
Gain on sale of discontinued operations | ' | -750 |
Allowance for doubtful accounts | -144 | 93 |
Write-down of inventories | 849 | 2,931 |
Others | 465 | 82 |
Change in assets and liabilities, net of effects of acquisitions: | ' | ' |
Accounts receivable | -1,766 | -6,771 |
Inventories | -1,577 | -8,081 |
Prepaid expenses and other current assets | 47 | -1,303 |
Accounts payable | 2,308 | 3,763 |
Acquisition-related transaction costs | 3,282 | ' |
Accrued and other liabilities | 104 | 733 |
Net cash used in operating activities | -4,106 | -11,814 |
Cash flows from investing activities | ' | ' |
Purchase of property, plant and equipment | -10,545 | -4,965 |
Proceeds from disposition of property, plant and equipment | 92 | ' |
Purchase of marketable securities | -48,771 | -112,773 |
Proceeds from sale of marketable securities | 35,247 | 53,294 |
Proceeds from maturity of securities | 40,255 | 29,532 |
Decrease in restricted cash | 859 | 647 |
Acquisition, net of cash acquired | -14,979 | ' |
Proceeds received on sale of discontinued operations, net of tax | ' | 1,825 |
Net cash provided by (used in) investing activities | 2,158 | -32,440 |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of common stock, net of issuance costs | ' | 39,636 |
Proceeds from exercise of stock options | 572 | 188 |
Proceeds from issuance of stock under ESPP | 1,162 | 923 |
Proceeds from bank loans | 26,443 | ' |
Repayment of bank loans | -22,360 | -2,500 |
Proceeds from issuance of notes payable | 9,471 | 12,759 |
Repayment of notes payable | -12,661 | -16,064 |
Net cash provided by financing activities | 2,627 | 34,942 |
Effect of exchange rates on cash and cash equivalents | -61 | 56 |
Net increase (decrease) in cash and cash equivalents | 618 | -9,256 |
Cash and cash equivalents at the beginning of the period | 36,940 | 32,485 |
Cash and cash equivalents at the end of the period | 37,558 | 23,229 |
Issuance of notes to the seller of acquired business | $11,130 | ' |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2013 | |
Basis of Presentation | ' |
Note 1. Basis of presentation | |
The condensed consolidated financial statements of NeoPhotonics Corporation (“NeoPhotonics” or the “Company”) as of June 30, 2013 and December 31, 2012 and for the three and six months ended June 30, 2013 and 2012, have been prepared in accordance with the instructions on Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In accordance with those rules and regulations, the Company has omitted certain information and notes normally provided in the Company’s annual consolidated financial statements. In the opinion of management, the condensed consolidated financial statements contain all adjustments, consisting only of normal recurring items, except as otherwise noted, necessary for the fair presentation of the Company’s financial position and results of operations for the interim periods. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”). These condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the results expected for the entire fiscal year. For purposes of these Notes to Condensed Consolidated Financial Statements, amounts have been restated and revised to give effect to the matters described in Note 2. | |
Consolidation | |
The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include the consolidated accounts of the Company and its majority owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. | |
Use of Estimates | |
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenue and expenses during the reporting period. Significant estimates made by management include: the fair values of identifiable assets acquired and liabilities assumed in business combinations; the useful lives of property, plant and equipment and intangible assets as well as future cash flows to be generated by those assets; allowances for doubtful accounts; valuation allowances for deferred tax assets; write off of excess and obsolete inventories and the valuations of stock-based compensation, among others. Actual results could differ from these estimates. | |
Business Combinations—Acquisition Accounting | |
Under the acquisition method of accounting, the Company allocates the purchase price of acquired companies to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The Company records the excess of purchase price over the aggregate fair values of the tangible and identifiable intangible assets as goodwill. The Company determines the fair values of assets acquired and liabilities assumed. To establish fair value, the Company measures the price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants. The measurement assumes the highest and best use of the asset by the market participants that would maximize the value of the asset or the group of assets within which the asset would be used at the measurement date, even if the intended use of the asset is different. | |
The Company estimates the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expenses. The Company estimates the future cash flows to be derived from such assets, and these estimates are used to determine the fair value of the assets. If any of these estimates change, depreciation or amortization expenses could be changed and/or the value of our intangible assets could be impaired. | |
Acquisition related costs, including real estate transaction taxes, finder’s fees, advisory, legal, accounting, valuation and other professional or consulting fees are accounted for as expenses in the periods in which the costs are incurred or the services are received. | |
Restatement_and_Revision_of_Un
Restatement and Revision of Unaudited Condensed Consolidated Financial Statements | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2013 | ||||||||||||||||||||
Restatement and Revision of Unaudited Condensed Consolidated Financial Statements | ' | |||||||||||||||||||
Note 2. Restatement and Revision of unaudited condensed consolidated financial statements | ||||||||||||||||||||
The Company has restated and revised its June 30, 2013 unaudited condensed consolidated financial statements as described below. | ||||||||||||||||||||
The effects of the restatement and revisions on the condensed consolidated balance sheet as of June 30, 2013 are summarized in the following table: | ||||||||||||||||||||
30-Jun-13 | ||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||
Previously | Corrections | Penalty | Revision for | Restated and | ||||||||||||||||
Reported | Payment | Measurement | Revised | |||||||||||||||||
Derivative | Period | |||||||||||||||||||
Adjustments | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 37,857 | $ | (299 | ) | $ | — | $ | — | $ | 37,558 | |||||||||
Short-term investments | 36,874 | — | — | — | 36,874 | |||||||||||||||
Restricted cash | 1,813 | — | — | — | 1,813 | |||||||||||||||
Accounts receivable, net of allowance for doubtful accounts | 72,998 | — | — | — | 72,998 | |||||||||||||||
Inventories | 64,164 | (15 | ) | — | (5,922 | ) | 58,227 | |||||||||||||
Prepaid expenses and other current assets | 6,684 | 306 | — | 1,873 | 8,863 | |||||||||||||||
Total current assets | 220,390 | (8 | ) | — | (4,049 | ) | 216,333 | |||||||||||||
Long-term investments | 355 | — | — | — | 355 | |||||||||||||||
Property, plant and equipment, net | 65,886 | 2,045 | — | 2,830 | 70,761 | |||||||||||||||
Goodwill | 2,084 | (2,084 | ) | — | — | — | ||||||||||||||
Other intangible assets, net | 15,926 | (62 | ) | — | 1,498 | 17,362 | ||||||||||||||
Other long-term assets | 3,586 | (2,274 | ) | — | 6 | 1,318 | ||||||||||||||
Total assets | $ | 308,227 | $ | (2,383 | ) | $ | — | $ | 285 | $ | 306,129 | |||||||||
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable | $ | 44,115 | $ | (221 | ) | $ | — | $ | — | $ | 43,894 | |||||||||
Notes payable | 9,041 | — | — | — | 9,041 | |||||||||||||||
Current portion of long-term debt | 10,535 | (1,750 | ) | — | — | 8,785 | ||||||||||||||
Accrued and other current liabilities | 19,708 | 811 | — | 11 | 20,530 | |||||||||||||||
Total current liabilities | 83,399 | (1,160 | ) | — | 11 | 82,250 | ||||||||||||||
Long-term debt, net of current portion | 26,320 | 1,750 | — | — | 28,070 | |||||||||||||||
Deferred income tax liabilities | 664 | — | — | — | 664 | |||||||||||||||
Other noncurrent liabilities | 10,030 | (2,293 | ) | 138 | 7 | 7,882 | ||||||||||||||
Total liabilities | 120,413 | (1,703 | ) | 138 | 18 | 118,866 | ||||||||||||||
Redeemable common stock | 5,000 | — | (5,000 | ) | — | — | ||||||||||||||
Stockholders’ equity: | ||||||||||||||||||||
Preferred stock, $0.0025 par value | — | — | — | — | — | |||||||||||||||
Common stock, $0.0025 par value | 77 | — | — | — | 77 | |||||||||||||||
Additional paid-in capital | 438,295 | — | 4,862 | — | 443,157 | |||||||||||||||
Accumulated other comprehensive income | 12,521 | 74 | — | 41 | 12,636 | |||||||||||||||
Accumulated deficit | (268,079 | ) | (754 | ) | — | 226 | (268,607 | ) | ||||||||||||
Total stockholders’ equity | 182,814 | (680 | ) | 4,862 | 267 | 187,263 | ||||||||||||||
Total liabilities, redeemable common stock and stockholders’ equity | $ | 308,227 | $ | (2,383 | ) | $ | — | $ | 285 | $ | 306,129 | |||||||||
The effects of the restatement and revisions on the condensed consolidated statement of operations for the three months ended June 30, 2013 are summarized in the following table: | ||||||||||||||||||||
Three Months Ended June 30, 2013 | ||||||||||||||||||||
(In thousands, except share and per share information) | ||||||||||||||||||||
Previously | Corrections | Revision for | Restated and | |||||||||||||||||
Reported | Measurement | Revised | ||||||||||||||||||
Period | ||||||||||||||||||||
Adjustments | ||||||||||||||||||||
Revenue | $ | 74,990 | $ | — | $ | — | $ | 74,990 | ||||||||||||
Cost of goods sold | 59,805 | 1 | (417 | ) | 59,389 | |||||||||||||||
Gross profit | 15,185 | (1 | ) | 417 | 15,601 | |||||||||||||||
Operating expenses: | ||||||||||||||||||||
Research and development | 11,311 | (245 | ) | 21 | 11,087 | |||||||||||||||
Sales and marketing | 3,369 | (20 | ) | — | 3,349 | |||||||||||||||
General and administrative | 8,470 | 21 | 79 | 8,570 | ||||||||||||||||
Amortization of purchased intangible assets | 362 | — | 64 | 426 | ||||||||||||||||
Total operating expenses | 23,512 | (244 | ) | 164 | 23,432 | |||||||||||||||
Loss from operations | (8,327 | ) | 243 | 253 | (7,831 | ) | ||||||||||||||
Interest income | 72 | — | — | 72 | ||||||||||||||||
Interest expense | (342 | ) | — | — | (342 | ) | ||||||||||||||
Other expense, net | (273 | ) | — | — | (273 | ) | ||||||||||||||
Total interest and other expense, net | (543 | ) | — | — | (543 | ) | ||||||||||||||
Loss before income taxes | (8,870 | ) | 243 | 253 | (8,374 | ) | ||||||||||||||
Provision for income taxes | (662 | ) | 752 | 90 | ||||||||||||||||
Net loss | $ | (9,532 | ) | $ | 243 | $ | 1,005 | $ | (8,284 | ) | ||||||||||
Basic and diluted net loss per share: | ||||||||||||||||||||
Net loss | $ | (0.31 | ) | $ | (0.27 | ) | ||||||||||||||
Weighted average shares used to compute basic and diluted net loss per share | 30,779,730 | 30,779,730 | ||||||||||||||||||
The effects of the restatement and revision on the condensed consolidated statement of comprehensive loss for the three months ended June 30, 2013 are summarized in the following table: | ||||||||||||||||||||
Three Months Ended June 30, 2013 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Previously | Corrections | Revision for | Restated and | |||||||||||||||||
Reported | Measurement | Revised | ||||||||||||||||||
Period | ||||||||||||||||||||
Adjustments | ||||||||||||||||||||
Net loss | $ | (9,532 | ) | $ | 243 | $ | 1,005 | $ | (8,284 | ) | ||||||||||
Foreign currency translation adjustments | 587 | 61 | 41 | 689 | ||||||||||||||||
Unrealized loss on investments, net of tax of $0 | (35 | ) | — | — | (35 | ) | ||||||||||||||
Comprehensive loss | $ | (8,980 | ) | $ | 304 | $ | 1,046 | $ | (7,630 | ) | ||||||||||
The effects of the restatement and revision on the condensed consolidated statement of operations for the six months ended June 30, 2013 are summarized in the following table: | ||||||||||||||||||||
Six Months Ended June 30, 2013 | ||||||||||||||||||||
(In thousands, except share and per share information) | ||||||||||||||||||||
Previously | Corrections | Revision for | Restated and | |||||||||||||||||
Reported | Measurement | Revised | ||||||||||||||||||
Period | ||||||||||||||||||||
Adjustments | ||||||||||||||||||||
Revenue | $ | 131,053 | $ | — | $ | — | $ | 131,053 | ||||||||||||
Cost of goods sold | 104,138 | (26 | ) | (417 | ) | 103,695 | ||||||||||||||
Gross profit | 26,915 | 26 | 417 | 27,358 | ||||||||||||||||
Operating expenses: | ||||||||||||||||||||
Research and development | 21,018 | (245 | ) | 21 | 20,794 | |||||||||||||||
Sales and marketing | 6,955 | (20 | ) | — | 6,935 | |||||||||||||||
General and administrative | 17,340 | 1,045 | 79 | 18,464 | ||||||||||||||||
Amortization of purchased intangible assets | 683 | — | 64 | 747 | ||||||||||||||||
Total operating expenses | 45,996 | 780 | 164 | 46,940 | ||||||||||||||||
Loss from operations | (19,081 | ) | (754 | ) | 253 | (19,582 | ) | |||||||||||||
Interest income | 203 | — | — | 203 | ||||||||||||||||
Interest expense | (505 | ) | — | — | (505 | ) | ||||||||||||||
Other expense, net | (547 | ) | — | — | (547 | ) | ||||||||||||||
Total interest and other expense, net | (849 | ) | — | — | (849 | ) | ||||||||||||||
Loss before income taxes | (19,930 | ) | (754 | ) | 253 | (20,431 | ) | |||||||||||||
Provision for income taxes | (66 | ) | — | (27 | ) | (93 | ) | |||||||||||||
Net loss | $ | (19,996 | ) | $ | (754 | ) | $ | 226 | $ | (20,524 | ) | |||||||||
Basic and diluted net loss per share: | ||||||||||||||||||||
Net loss | $ | (0.65 | ) | $ | (0.67 | ) | ||||||||||||||
Weighted average shares used to compute basic and diluted net loss per share | 30,677,449 | 30,677,449 | ||||||||||||||||||
The effects of the restatement and revision on the condensed consolidated statement of comprehensive loss for the six months ended June 30, 2013 are summarized in the following table: | ||||||||||||||||||||
Six Months Ended June 30, 2013 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Previously | Corrections | Revision for | Restated and | |||||||||||||||||
Reported | Measurement | Revised | ||||||||||||||||||
Period | ||||||||||||||||||||
Adjustments | ||||||||||||||||||||
Net loss | $ | (19,996 | ) | $ | (754 | ) | $ | 226 | $ | (20,524 | ) | |||||||||
Foreign currency translation adjustments | 747 | 73 | 41 | 861 | ||||||||||||||||
Unrealized loss on investments, net of tax of $0 | (54 | ) | — | — | (54 | ) | ||||||||||||||
Comprehensive loss | $ | (19,303 | ) | $ | (681 | ) | $ | 267 | $ | (19,717 | ) | |||||||||
The effects of the restatement and revisions on the condensed consolidated statement of cash flows for the six months ended June 30, 2013 are summarized in the following table: | ||||||||||||||||||||
Six Months Ended June 30, 2013 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Previously | Corrections | Revision for | Restated and | |||||||||||||||||
Reported | Measurement | Revised | ||||||||||||||||||
Period | ||||||||||||||||||||
Adjustments | ||||||||||||||||||||
Cash flows from operating activities | ||||||||||||||||||||
Net loss | $ | (19,996 | ) | $ | (754 | ) | $ | 226 | $ | (20,524 | ) | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||||||
Depreciation and amortization | 9,769 | (546 | ) | 289 | 9,512 | |||||||||||||||
Stock-based compensation expense | 2,675 | — | — | 2,675 | ||||||||||||||||
Deferred taxes | (6 | ) | — | — | (6 | ) | ||||||||||||||
Amortization of premiums and discounts on investments | 669 | — | — | 669 | ||||||||||||||||
Allowance for doubtful accounts | (144 | ) | — | — | (144 | ) | ||||||||||||||
Write-down of inventories | 831 | — | 18 | 849 | ||||||||||||||||
Others | 471 | — | (6 | ) | 465 | |||||||||||||||
Change in assets and liabilities, net of effects of acquisitions: | ||||||||||||||||||||
Accounts receivable | (1,766 | ) | — | — | (1,766 | ) | ||||||||||||||
Inventories | (838 | ) | (187 | ) | (552 | ) | (1,577 | ) | ||||||||||||
Prepaid expenses and other current assets | (48 | ) | 97 | (2 | ) | 47 | ||||||||||||||
Accounts payable | 4,346 | (2,038 | ) | — | 2,308 | |||||||||||||||
Acquisition-related transaction costs | 2,524 | 758 | — | 3,282 | ||||||||||||||||
Accrued and other liabilities | (2,590 | ) | 2,667 | 27 | 104 | |||||||||||||||
Net cash used in operating activities | (4,103 | ) | (3 | ) | — | (4,106 | ) | |||||||||||||
Cash flows from investing activities | ||||||||||||||||||||
Purchase of property, plant and equipment | (10,300 | ) | (245 | ) | — | (10,545 | ) | |||||||||||||
Proceeds from disposition of property, plant and equipment | 92 | — | — | 92 | ||||||||||||||||
Purchase of marketable securities | (48,771 | ) | — | — | (48,771 | ) | ||||||||||||||
Proceeds from sale of marketable securities | 35,247 | — | — | 35,247 | ||||||||||||||||
Proceeds from maturity of securities | 40,255 | — | — | 40,255 | ||||||||||||||||
Decrease in restricted cash | 859 | — | — | 859 | ||||||||||||||||
Acquisition, net of cash acquired | (14,928 | ) | (51 | ) | — | (14,979 | ) | |||||||||||||
Net cash provided by (used in) investing activities | 2,454 | (296 | ) | — | 2,158 | |||||||||||||||
Cash flows from financing activities | ||||||||||||||||||||
Proceeds from exercise of stock options | 572 | — | — | 572 | ||||||||||||||||
Proceeds from issuance of stock under ESPP | 1,162 | — | — | 1,162 | ||||||||||||||||
Proceeds from bank loans | 40,000 | (13,557 | ) | — | 26,443 | |||||||||||||||
Repayment of bank loans | (35,917 | ) | 13,557 | — | (22,360 | ) | ||||||||||||||
Proceeds from issuance of notes payable | 9,471 | — | — | 9,471 | ||||||||||||||||
Repayment of notes payable | (12,661 | ) | — | — | (12,661 | ) | ||||||||||||||
Net cash provided by financing activities | 2,627 | — | — | 2,627 | ||||||||||||||||
Effect of exchange rates on cash and cash equivalents | (61 | ) | — | — | (61 | ) | ||||||||||||||
Net increase (decrease) in cash and cash equivalents | 917 | (299 | ) | — | 618 | |||||||||||||||
Cash and cash equivalents at the beginning of the period | 36,940 | — | — | 36,940 | ||||||||||||||||
Cash and cash equivalents at the end of the period | $ | 37,857 | $ | (299 | ) | $ | — | $ | 37,558 | |||||||||||
Corrections | ||||||||||||||||||||
Subsequent to the initial filing of its Quarterly Report on Form 10-Q for the period ended June 30, 2013, the Company determined that its condensed consolidated financial statements as of June 30, 2013 and for the three and six months then ended contained errors requiring restatement. As further described below, the restatement reflects corrections related to the purchase of NeoPhotonics Semiconductor (formerly the Optical Component Unit of LAPIS Semiconductor), classification of certain amounts and other corrections. The restatement adjustments include consideration of the related income tax effect. | ||||||||||||||||||||
Purchase Accounting Corrections | ||||||||||||||||||||
The Company has concluded that a real estate registration tax in the amount of $0.5 million was incorrectly allocated to property, plant and equipment acquired as part of the purchase of NeoPhotonics Semiconductor and should have been expensed. Additionally, the Company identified (i) real estate acquisition tax in the amount of $0.8 million that should have been accrued as an acquisition cost in the six months ended June 30, 2013, (ii) a correction to the estimated fair value of property and equipment that increased property and equipment and reduced goodwill by $2.1 million, (iii) unrecorded liabilities related to warranty obligation adjustments that were omitted at March 31, 2013, resulting in an understatement of current liabilities of $0.1 million at June 30, 2013 and (iv) an overstatement of cost of goods sold of $0.1 million and an overstatement of research and development expenses of $0.2 million for the three and six months ended June 30, 2013. The Company also misclassified payments to Lapis of $0.9 million as cash used in operating activities rather than cash used in investing activities in the statement of cash flows for the six months ended June 30, 2013. | ||||||||||||||||||||
Classification Corrections | ||||||||||||||||||||
The Company has concluded that it incorrectly separately classified a long-term asset related to the pension obligation assumed in the purchase of NeoPhotonics Semiconductor in the amount of $2.1 million that should instead have been netted against the long-term pension liability at June 30, 2013. Additionally, the Company (i) overstated the current portion of long-term debt by $1.8 million at June 30, 2013, (ii) misclassified $0.3 million of cash held by a service provider as cash and cash equivalents at June 30, 2013 that should have been classified as a prepaid and other asset, (iii) misclassified certain costs between cost of goods sold and operating expenses of $0.1 million and $0.3 million in the three and six months ended June 30, 2013, respectively, and (iv) misclassified $1.7 million between the change in accounts payable and the change in accrued and other liabilities within operating activities and overstated both proceeds from and repayment of bank loans by $13.6 million within financing activities in its condensed consolidated statement of cash flows for the six months ended June 30, 2013. | ||||||||||||||||||||
Other Corrections | ||||||||||||||||||||
The Company concluded that it had incorrectly recorded amounts related to an asset retirement obligation resulting in an overstatement of other long-term liabilities of $0.3 million at June 30, 2013 and had incorrectly recorded certain purchased software maintenance contracts which resulted in an overstatement of property, plant and equipment of $0.2 million at June 30, 2013. The Company also overstated amounts payable to two vendors, resulting in an overstatement of previously reported cost of goods sold and operating expenses by $0.2 million and $0.3 million for the three and six months ended June 30, 2013, respectively and understated an accrued expense, resulting in an understatement of operating expenses by $0.1 million for the three and six months ended June 30, 2013. | ||||||||||||||||||||
Penalty Payment Derivative | ||||||||||||||||||||
As further described in Note 11, the Company may be required to pay a $5.0 million penalty if it does not achieve certain performance obligations agreed to in connection with the sale of its common stock in a private placement transaction on April 27, 2012. The penalty payment was originally classified outside of equity as redeemable common stock at December 31, 2012 and June 30, 2013 since, while the Company intends to meet its performance obligations, it determined the ability to satisfy some of the obligations may be outside of the Company’s control. The Company has since determined that the $5.0 million penalty payment is an embedded derivative instrument, with the underlying being the performance or nonperformance of meeting its performance obligations by the deadline, and has thus classified $4.9 million of the $5.0 million to additional paid-in capital and the remaining $0.1 million, representing the estimated fair value of the penalty payment derivative, to other noncurrent liabilities at June 30, 2013 and December 31, 2012. The effect on the Company’s balance sheet at December 31, 2012 for this matter was as follows: | ||||||||||||||||||||
31-Dec-12 | ||||||||||||||||||||
(in thousands) | Previously | As Revised | ||||||||||||||||||
Reported | ||||||||||||||||||||
Other noncurrent liabilities | $ | 1,724 | $ | 1,862 | ||||||||||||||||
Redeemable common stock | 5,000 | — | ||||||||||||||||||
Additional paid-in capital | 433,996 | 438,858 | ||||||||||||||||||
Revision for Purchase Price Allocation Measurement Period Adjustments | ||||||||||||||||||||
With the reissuance of the these condensed consolidated financial statements, the Company has revised its June 30, 2013 condensed consolidated balance sheet and its condensed consolidated statements for the three and six months ended June 30, 2013 from amounts previously reported to reflect measurement period adjustments in the estimated fair value of inventory, property and equipment and other tangible and intangible assets acquired in the purchase of NeoPhotonics Semiconductor. The changes in estimated fair value resulted from additional information obtained subsequent to the Company’s initial acquisition accounting. The Company also recorded an initial valuation allowance against the NeoPhotonics Semiconductor deferred tax assets as a measurement period adjustment in the three months ended March 31, 2013, rather than during the three months ended June 30, 2013 due to additional information received subsequent to the Company’s initial acquisition accounting. | ||||||||||||||||||||
Notes to Condensed Consolidated Financial Statements | ||||||||||||||||||||
In addition to the above adjustments, there were computational errors in deriving certain footnote amounts included within the Company’s initial Quarterly Report on Form 10-Q. Those amounts have been corrected herein. | ||||||||||||||||||||
Significant_Accounting_Policie
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2013 | |
Significant Accounting Policies | ' |
Note 3. Significant accounting policies | |
Except as described in Note 2, there have been no changes in the Company’s significant accounting policies for the six months ended June 30, 2013, as compared to the significant accounting policies described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2012. | |
Recent accounting pronouncements | |
In February 2013, the Financial Accounting Standard Board (“FASB”) issued amendments to the FASB Accounting Standard Codification to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments require new disclosures for items reclassified out of accumulated other comprehensive income (“AOCI”), including (1) changes in AOCI balances by component and (2) significant items reclassified out of AOCI. The guidance does not amend any existing requirements for reporting net income or OCI in the financial statements. As this guidance only requires expanded disclosures, the adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. | |
In March 2013, the FASB issued amendments to the FASB Accounting Standard Codification, which indicates that the entire amount of a cumulative translation adjustment related to an entity’s investment in a foreign entity should be released when there has been a (i) sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity, (ii) loss of a controlling financial interest in an investment in a foreign entity, or (iii) step acquisition for a foreign entity. The amendments are effective prospectively for fiscal years beginning after December 15, 2013. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact to the Company’s consolidated financial statements. | |
In July 2013, the FASB issued amendments to the FSAB Accounting Standard Codification on Income Taxes, to improve the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is expected to reduce diversity in practice and is expected to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exists. This guidance is effective for reporting periods beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact to the Company’s consolidated financial statements. | |
Discontinued_Operations
Discontinued Operations | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Discontinued Operations | ' | ||||||||||||||||
Note 4. Discontinued operations | |||||||||||||||||
In the fourth quarter of 2011, the Company initiated a plan to sell a component of its business, Broadband, a subsidiary in China. The Company decided to sell Broadband because the nature of its operations was different than the core technology and strategy of the Company. On January 11, 2012, the Company entered into a purchase agreement with Guangdong Rainbow Electronic Ltd. (Rainbow) to dispose of its 100% equity interest in Broadband for a total cash consideration of RMB 13.0 million ($2.1 million). The transaction closed on March 13, 2012. The Company recognized a gain of $0.6 million on the sale of Broadband, representing the difference between the consideration received and the net assets transferred to Rainbow, net of tax. The gain was included in income from discontinued operations, net of tax in the statement of operations for the six months ended June 30, 2012. | |||||||||||||||||
The results of operations associated with Broadband are presented as discontinued operations in the Company’s consolidated statements of operations for the three and six months ended June 30, 2013 and 2012. Revenue and the components of net income related to the discontinued operations for all periods were as follows (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue | $ | — | $ | — | $ | — | $ | 590 | |||||||||
Income from discontinued operations before income taxes | — | — | — | 284 | |||||||||||||
Provision for income taxes | — | — | — | (114 | ) | ||||||||||||
Income from discontinued operations | $ | — | $ | — | $ | — | $ | 170 | |||||||||
Cash_Equivalents_and_Investmen
Cash Equivalents and Investments | 6 Months Ended | ||||||||||||||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||||||||||||||
Cash equivalents and investments and fair value disclosures | ' | ||||||||||||||||||||||||||||||||
Note 5. Cash equivalents and investments and fair value disclosures | |||||||||||||||||||||||||||||||||
Cash equivalents and investments | |||||||||||||||||||||||||||||||||
The following table summarizes the Company’s unrealized gains and losses related to the cash equivalents and investments in marketable securities designated as available-for-sale (in thousands): | |||||||||||||||||||||||||||||||||
As of June 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Fair | Amortized | Gross | Gross | Fair | ||||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Value | Cost | Unrealized | Unrealized | Value | ||||||||||||||||||||||||||
Gains | Losses | Gains | Losses | ||||||||||||||||||||||||||||||
Cash and cash equivalents | |||||||||||||||||||||||||||||||||
Money market funds | $ | 11 | $ | — | $ | — | $ | 11 | $ | 11 | $ | — | $ | — | $ | 11 | |||||||||||||||||
Short-term investments | |||||||||||||||||||||||||||||||||
Money market funds | 13,098 | — | — | 13,098 | 7,259 | — | — | 7,259 | |||||||||||||||||||||||||
Corporate bonds | 13,657 | 20 | (3 | ) | 13,674 | 23,151 | 43 | (1 | ) | 23,193 | |||||||||||||||||||||||
U.S. federal agencies | 3,060 | 1 | — | 3,061 | 27,241 | 10 | — | 27,251 | |||||||||||||||||||||||||
Foreign bonds and notes | 5,245 | 5 | (10 | ) | 5,240 | 4,682 | 14 | — | 4,696 | ||||||||||||||||||||||||
Municipal obligations | 1,801 | — | — | 1,801 | 1,902 | — | — | 1,902 | |||||||||||||||||||||||||
Total investments in short-term investments | 36,861 | 26 | (13 | ) | 36,874 | 64,235 | 67 | (1 | ) | 64,301 | |||||||||||||||||||||||
Total investments | $ | 36,872 | $ | 26 | $ | (13 | ) | $ | 36,885 | (1) | $ | 64,246 | $ | 67 | $ | (1 | ) | $ | 64,312 | (1) | |||||||||||||
-1 | Interest income receivable included in total investments balance was $0.2 million and $0.4 million at June 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||||||||||
As of June 30, 2013 and December 31, 2012, maturities of short-term investments are as follows (in thousands): | |||||||||||||||||||||||||||||||||
June 30, | December 31, | ||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Less than 1 year | $ | 33,090 | $ | 51,861 | |||||||||||||||||||||||||||||
Due in 1 to 2 years | — | 10,550 | |||||||||||||||||||||||||||||||
Due in 2 to 5 years | 1,994 | — | |||||||||||||||||||||||||||||||
Due after 5 years | 1,801 | 1,901 | |||||||||||||||||||||||||||||||
Total | $ | 36,885 | $ | 64,312 | |||||||||||||||||||||||||||||
The Company may sell its security investments in the future to fund future operation needs. As a result, the Company recorded all its marketable securities in short-term investment as of June 30, 2013 and December 31, 2012, regardless of the contractual maturity date of the securities. | |||||||||||||||||||||||||||||||||
Realized gains and losses on the sale of marketable securities during the three and six months ended June 30, 2013 and 2012 were immaterial. The Company did not recognize any impairment losses on its marketable securities during the three and six months ended June 30, 2013 and 2012. As of June 30, 2013, the Company did not have any investments in marketable securities that were in an unrealized loss position for a period in excess of 12 months. | |||||||||||||||||||||||||||||||||
Fair value disclosures | |||||||||||||||||||||||||||||||||
The following table sets forth the fair value of the Company’s financial assets as of the dates presented (in thousands): | |||||||||||||||||||||||||||||||||
As of June 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Money market funds | $ | 13,109 | $ | — | $ | — | $ | 13,109 | $ | 7,270 | $ | — | $ | — | $ | 7,270 | |||||||||||||||||
Marketable securities | |||||||||||||||||||||||||||||||||
Corporate bonds | — | 13,674 | — | 13,674 | — | 23,193 | — | 23,193 | |||||||||||||||||||||||||
U.S. federal agencies | — | 3,061 | — | 3,061 | — | 27,251 | — | 27,251 | |||||||||||||||||||||||||
Foreign bonds and notes | — | 5,240 | — | 5,240 | — | 4,696 | — | 4,696 | |||||||||||||||||||||||||
Municipal obligations | — | 1,801 | — | 1,801 | — | 1,902 | — | 1,902 | |||||||||||||||||||||||||
$ | 13,109 | $ | 23,776 | $ | — | $ | 36,885 | $ | 7,270 | $ | 57,042 | $ | — | $ | 64,312 | ||||||||||||||||||
Additionally, the Company’s cash and cash equivalents at June 30, 2013 and December 31, 2012 included time deposits of $6.4 million and $14.7 million, respectively, for which the fair value approximates the carrying amount using inputs classified as level 2 in the fair value hierarchy. | |||||||||||||||||||||||||||||||||
The following table sets forth the fair value of the Company’s financial liabilities as of the dates presented (in thousands): | |||||||||||||||||||||||||||||||||
As of June 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Contingent consideration (Note 10) | $ | — | $ | — | $ | 959 | $ | 959 | $ | — | $ | — | $ | 959 | $ | 959 | |||||||||||||||||
Penalty payment derivative (Note 11) | $ | — | $ | — | $ | 138 | $ | 138 | $ | — | $ | — | $ | 138 | $ | 138 | |||||||||||||||||
Net_Loss_Per_Share
Net Loss Per Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Net Loss Per Share | ' | ||||||||||||||||
Note 6. Net loss per share | |||||||||||||||||
The following table sets forth the computation of the basic and diluted net loss per share for the periods indicated (in thousands, except share and per share amounts): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Loss from continuing operations | $ | (8,284 | ) | $ | (3,656 | ) | $ | (20,524 | ) | $ | (15,434 | ) | |||||
Income from discontinued operations | — | — | — | 170 | |||||||||||||
Net loss | $ | (8,284 | ) | $ | (3,656 | ) | $ | (20,524 | ) | $ | (15,264 | ) | |||||
Denominator: | |||||||||||||||||
Weighted average shares used to compute basic and diluted net income (loss) per share | 30,779,730 | 28,402,929 | 30,677,449 | 26,636,807 | |||||||||||||
Basic and diluted net income (loss) per share: | |||||||||||||||||
Continuing operations | $ | (0.27 | ) | $ | (0.13 | ) | $ | (0.67 | ) | $ | (0.58 | ) | |||||
Discontinued operations | $ | — | $ | — | $ | — | $ | 0.01 | |||||||||
Net loss | $ | (0.27 | ) | $ | (0.13 | ) | $ | (0.67 | ) | $ | (0.57 | ) | |||||
Shares of common stock subject to repurchase resulting from the early exercise of employee stock options are not considered participating securities and are therefore excluded from the basic weighted average common shares outstanding. | |||||||||||||||||
The following potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to NeoPhotonics Corporation common stockholders, as their effect would have been antidilutive: | |||||||||||||||||
June 30, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Employee stock options | 3,780,345 | 2,668,630 | |||||||||||||||
Restricted stock units | 853,129 | 648,404 | |||||||||||||||
Employee stock purchase plan | 245,091 | 269,514 | |||||||||||||||
Common stock warrants | 4,482 | 4,482 | |||||||||||||||
4,883,047 | 3,591,030 | ||||||||||||||||
Business_Combination
Business Combination | 6 Months Ended | |||||||||||||||
Jun. 30, 2013 | ||||||||||||||||
Business Combination | ' | |||||||||||||||
Note 7. Business Combination | ||||||||||||||||
NeoPhotonics Semiconductor | ||||||||||||||||
On March 29, 2013 (the “closing date”) the Company acquired certain assets and assumed certain liabilities related to the Optical Components Business Unit (the “OCU”) of LAPIS Semiconductor Co., Ltd., a wholly owned subsidiary of Rohm Co., Ltd (“LAPIS”) of Japan with the intention of operating the OCU as an ongoing business. The business is now known as NeoPhotonics Semiconductor. | ||||||||||||||||
NeoPhotonics Semiconductor is a leader in high speed semiconductor and high speed laser and photodetector devices for communications networks. The Company believes the acquisition will expand the Company’s solutions for high speed telecom and datacom applications and strengthen the Company’s customer base in Japan. | ||||||||||||||||
Total consideration for NeoPhotonics Semiconductor was approximately $24.3 million, including cash of $15.0 million paid through June 30, 2013 and notes payable of $11.1 million, partially offset by a net receivable from Lapis of $1.8 million related to a working capital adjustment and certain other payments between the Company and Lapis. The cash of $15.0 million included $2.0 million that was withheld and placed into escrow to cover certain indemnity obligations from the closing date through March 29, 2014. The notes payable of $11.1 million are to be paid in three equal installments on the first, second and third anniversaries of the closing date. Each year an additional amount calculated as 1.5% per year of the unpaid balance of the notes becomes due. LAPIS retains a lien on the land and building sold until the third payment is paid. The purchase price consideration and payment of notes payable are denominated in Japanese Yen. | ||||||||||||||||
In connection with the acquisition, the Company incurred approximately $5.2 million in acquisition-related transaction costs in the six months ended June 30, 2013 related to investment banking, legal, accounting and other professional services and fees and transfer and acquisition taxes related to real property acquired. The acquisition costs were expensed as incurred and were included in operating expenses in the Company’s consolidated statement of operations. | ||||||||||||||||
The results of operations of NeoPhotonics Semiconductor and the estimated fair values of the assets acquired and liabilities assumed have been included in our consolidated financial statements since the date of the acquisition. For the three and six months ended June 30, 2013, NeoPhotonics Semiconductor‘s contribution to total revenues was $11.4 million. The portion of total expenses and net loss associated with NeoPhotonics Semiconductor cannot be separately identified due to the integration with our operations. | ||||||||||||||||
Assets Acquired and Liabilities Assumed | ||||||||||||||||
The Company accounted for its acquisition of the NeoPhotonics Semiconductor assets and assumed liabilities as a business combination. NeoPhotonics Semiconductor’s tangible and identifiable intangible assets acquired and liabilities assumed were recorded based upon their estimated fair values as of the closing date of the acquisition. After consideration of the purchase accounting corrections (see Note 2), the estimated fair values of the identifiable assets acquired and liabilities assumed approximated the purchase price; therefore, no goodwill was recorded. | ||||||||||||||||
During the quarter ended September 30, 2013 the Company updated its initial preliminary fair value assessment and has reflected the resulting measurement period adjustments as Revisions in these condensed consolidated financial statements. These adjustments were based on additional information received subsequent to the Company’s initial assessment that had a significant impact on a number of assumptions, including those related to inventory obsolescence, gross margin and working capital. The adjustments, net of amortization, included a decrease in the fair value of inventory of $5.9 million and increases in the fair value of property, plant and equipment of $2.8 million and customer relationships of $1.5 million. | ||||||||||||||||
The following table summarizes the acquisition accounting and the tangible and intangible assets acquired as of the date of acquisition and subsequent adjustments (in thousands): | ||||||||||||||||
Total purchase consideration: | ||||||||||||||||
Cash paid through June 30, 2013 | $ | 14,979 | ||||||||||||||
Net receivable from Lapis | (1,851 | ) | ||||||||||||||
Notes payable | 11,130 | |||||||||||||||
$ | 24,258 | |||||||||||||||
Liabilities assumed: | ||||||||||||||||
Pension and retirement obligations | $ | 6,471 | ||||||||||||||
Other compensation-related liabilities | 1,083 | |||||||||||||||
Other current liabilities | 1,265 | |||||||||||||||
$ | 8,819 | |||||||||||||||
Fair value of assets acquired: | ||||||||||||||||
Inventory | $ | 13,309 | ||||||||||||||
Other current assets | 35 | |||||||||||||||
Land, property, plant and equipment(1) | 14,433 | |||||||||||||||
Intangible assets acquired: | ||||||||||||||||
Developed technology | 2,120 | |||||||||||||||
Customer relationships | 3,180 | |||||||||||||||
$ | 33,077 | |||||||||||||||
-1 | Includes land of $3.5 million, buildings of $3.9 million and machinery, equipment, furniture and fixtures of $7.0 million. | |||||||||||||||
The approach for measuring the fair value of the assets acquired and liabilities assumed is described below: | ||||||||||||||||
Net Tangible Assets | ||||||||||||||||
NeoPhotonics Semiconductor’s tangible assets acquired and liabilities assumed as of March 29, 2013 were recorded at estimated fair value with the exception of the pension and retirement obligations. The Company estimated fair value by adjusting NeoPhotonics Semiconductor’s historical value of property, plant and equipment to an estimate of depreciated replacement cost, adjusted for economic obsolescence. The Company depreciates property, plant and equipment over estimated lives of 2 to 10 years, and records the expense to cost of goods sold and operating expense. The fair value of inventory acquired was determined using a net realizable value approach based upon the expected sales value of the inventory, less any costs to complete and selling costs along with a reasonable profit margin based on historical and expected results. The fair value of accrued liabilities approximated the amounts due under the arrangements with employees and vendors due to short maturity. Pensions and retirement obligations are recorded to the extent the projected benefit obligation exceeded the fair value of the plan assets estimated as of March 29, 2013. The projected benefit obligation is measured at the actuarial present value of all benefits attributed by the plan's benefit formula to employee service rendered before March 29, 2013. | ||||||||||||||||
Intangible Assets | ||||||||||||||||
Developed technology represents products that have reached technological feasibility. NeoPhotonics Semiconductor’s current product offerings include high speed semiconductor and high speed laser and photodetector devices for communication networks. The fair value of developed technology intangibles acquired was determined by using a royalty-avoidance method. The share of future revenue relating to current technology was forecasted, using an estimate for obsolescence such that the share declines over time. A royalty rate of two percent was used to calculate royalty savings on that revenue that are avoided since the Company owns the technology and does not need to license it from other parties. The after-tax royalty savings was then discounted to present value using the Company’s discount rate. The Company amortizes the developed technology intangible assets over estimated lives of 4 to 5 years, and amortization expense is recorded to cost of goods sold. | ||||||||||||||||
The customer relationships asset represents the value of the ability to sell existing, in-process, and future versions of the technology to the NeoPhotonics Semiconductor existing customer base. The Company utilized the excess earnings method, estimating future cash flows that will result from existing customers given assumed retention rates, and then discounting those flows to their present value using the Company’s discount rate. The Company amortizes the customer relationships intangible asset over an average estimated life of 6 years, and amortization expense is recorded to operating expenses. | ||||||||||||||||
The weighted average amortization period for the total amount of intangible assets acquired is 5.4 years. | ||||||||||||||||
Pro Forma Financial Information (unaudited) | ||||||||||||||||
The following unaudited supplemental pro forma information presents the combined results of operations of NeoPhotonics Corporation and OCU for the three and six months ended June 30, 2013 and June 30, 2012 as if the acquisition had been completed at the beginning of fiscal 2012. The pro forma financial information includes adjustments to reflect one time charges and amortization of fair value adjustments in the appropriate pro forma periods as though the companies were combined as of the beginning of 2012. These adjustments include: | ||||||||||||||||
· | Elimination of OCU’s revenues and cost of goods sold on sales to the Company. Revenues were reduced by $1.0 million and $1.4 million for the three months and six months ended June 30, 2012, respectively, and were reduced $1.9 million in the six months ended June 30, 2013. Cost of goods sold was reduced by $0.9 million and $1.1 million for the three and six months ended June 30, 2012, respectively, and was reduced by $1.8 million for the six months ended June 30, 2013. | |||||||||||||||
· | Increase in cost of goods sold by $1.4 million and $4.0 million in the three and six months ended June 30, 2012 and decrease in cost of goods sold by $2.1 million in the three and six months ended June 30, 2013 due to a change in the value of inventory as a result of acquisition accounting. | |||||||||||||||
· | Addition of $0.2 million and $0.8 million of acquisition costs in the three and six months ended June 30, 2012 and elimination of $0.7 million and $5.2 million of acquisition costs in the three and six months ended June 30, 2013. | |||||||||||||||
The unaudited pro forma results do not assume any operating efficiencies as a result of the consolidation of operations (in thousands, except per share data): | ||||||||||||||||
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | $ | 74,990 | $ | 78,805 | $ | 143,744 | $ | 146,342 | ||||||||
Net loss | $ | (5,519 | ) | $ | (2,283 | ) | $ | (10,796 | ) | $ | (14,321 | ) | ||||
Basic and diluted net loss per share | $ | (0.18 | ) | $ | (0.08 | ) | $ | (0.35 | ) | $ | (0.54 | ) | ||||
The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisition taken place at the beginning of the period presented, nor does it intend to be a projection of future results. |
Balance_Sheet_Components
Balance Sheet Components | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||||||
Balance Sheet Components | ' | ||||||||||||||||||||||||
Note 8. Balance sheet components | |||||||||||||||||||||||||
Accounts receivable, net | |||||||||||||||||||||||||
Accounts receivable, net consists of the following (in thousands): | |||||||||||||||||||||||||
June 30, | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Accounts receivable | $ | 68,265 | $ | 66,338 | |||||||||||||||||||||
Trade notes receivable | 5,457 | 4,979 | |||||||||||||||||||||||
Allowance for doubtful accounts | (724 | ) | (963 | ) | |||||||||||||||||||||
$ | 72,998 | $ | 70,354 | ||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||
Inventories consist of the following (in thousands): | |||||||||||||||||||||||||
June 30, | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Raw materials | $ | 22,532 | $ | 20,520 | |||||||||||||||||||||
Work in process | 19,350 | 8,603 | |||||||||||||||||||||||
Finished goods (1) | 16,345 | 14,670 | |||||||||||||||||||||||
$ | 58,227 | $ | 43,793 | ||||||||||||||||||||||
-1 | Finished goods inventory at offsite managed inventory locations was $4.4 million and $4.5 million as of June 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||
Purchased intangible assets | |||||||||||||||||||||||||
Purchased intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||
June 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Assets | Amortization | Assets | Assets | Amortization | Assets | ||||||||||||||||||||
Technology and patents | $ | 34,456 | $ | (24,399 | ) | $ | 10,057 | $ | 32,176 | $ | (22,869 | ) | $ | 9,307 | |||||||||||
Customer relationships | 15,083 | (8,917 | ) | 6,166 | 11,898 | (8,148 | ) | 3,750 | |||||||||||||||||
Leasehold interest | 1,386 | (247 | ) | 1,139 | 1,355 | (241 | ) | 1,114 | |||||||||||||||||
Noncompete agreements | 950 | (950 | ) | — | 950 | (908 | ) | 42 | |||||||||||||||||
$ | 51,875 | $ | (34,513 | ) | $ | 17,362 | $ | 46,379 | $ | (32,166 | ) | $ | 14,213 | ||||||||||||
Amortization expense relating to technology and patents and the leasehold interest intangible assets is included within cost of goods sold, and customer relationships and the noncompete agreements within operating expenses. The following table presents details of the amortization expense of the Company’s purchased intangible assets as reported in the condensed consolidated statements of operations (in thousands): | |||||||||||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Cost of goods sold | $ | 772 | $ | 616 | $ | 1,200 | $ | 1,214 | |||||||||||||||||
Operating expenses | 426 | 321 | 747 | 675 | |||||||||||||||||||||
Total | $ | 1,198 | $ | 937 | $ | 1,947 | $ | 1,889 | |||||||||||||||||
The estimated future amortization expense of purchased intangible assets as of June 30, 2013, is as follows (in thousands): | |||||||||||||||||||||||||
2013 (remaining 6 months) | $ | 2,169 | |||||||||||||||||||||||
2014 | 4,456 | ||||||||||||||||||||||||
2015 | 4,440 | ||||||||||||||||||||||||
2016 | 3,694 | ||||||||||||||||||||||||
2017 | 841 | ||||||||||||||||||||||||
Thereafter | 1,762 | ||||||||||||||||||||||||
$ | 17,362 | ||||||||||||||||||||||||
Accrued and other current liabilities | |||||||||||||||||||||||||
Accrued and other current liabilities consist of the following (in thousands): | |||||||||||||||||||||||||
June 30, | December 31, | ||||||||||||||||||||||||
2012 | |||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Employee-related | $ | 9,935 | $ | 12,293 | |||||||||||||||||||||
Other | 10,595 | 7,666 | |||||||||||||||||||||||
$ | 20,530 | $ | 19,959 | ||||||||||||||||||||||
Other noncurrent liabilities | |||||||||||||||||||||||||
Other noncurrent liabilities consist of the following (in thousands): | |||||||||||||||||||||||||
June 30, | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Employee-related | $ | 6,396 | $ | 188 | |||||||||||||||||||||
Payment penalty derivative (Note 11) | 138 | 138 | |||||||||||||||||||||||
Other | 1,348 | 1,536 | |||||||||||||||||||||||
$ | 7,882 | $ | 1,862 | ||||||||||||||||||||||
Warranty Accrual | |||||||||||||||||||||||||
The Company provides warranties to cover defects in workmanship, materials and manufacturing for a period of one to two years to meet the stated functionality as agreed to in each sales arrangement. Products are tested against specified functionality requirements prior to delivery, but the Company nevertheless from time to time experiences claims under its warranty guarantees. The Company accrues for estimated warranty costs under those guarantees based upon historical experience, and for specific items, at the time their existence is known and the amounts are determinable. | |||||||||||||||||||||||||
The table below summarizes the movement in the warranty accrual (in thousands): | |||||||||||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Beginning balance | $ | 1,184 | $ | 1,215 | $ | 1,072 | $ | 1,443 | |||||||||||||||||
Warranty accruals | 408 | 134 | 434 | 153 | |||||||||||||||||||||
Settlements and adjustments | (131 | ) | (51 | ) | (45 | ) | (298 | ) | |||||||||||||||||
Ending balance | $ | 1,461 | $ | 1,298 | $ | 1,461 | $ | 1,298 | |||||||||||||||||
Debt
Debt | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||||||
Debt | ' | ||||||||||||||||||||||||
Note 9. Debt | |||||||||||||||||||||||||
The Company records debt at its carrying amount. The Company uses a market approach to determine fair value, which results in a Level 2 fair value measurement. The following table provides the components of debt, obligations, weighted average interest rate and additional fair value information relating to the Company’s outstanding debt instruments (in thousands, except percentages): | |||||||||||||||||||||||||
June 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Carrying | Fair | Weighted | Carrying | Fair | Weighted | ||||||||||||||||||||
Amount | Value | Average | Amount | Value | Average | ||||||||||||||||||||
Interest | Interest | ||||||||||||||||||||||||
Rate | Rate | ||||||||||||||||||||||||
Notes payable | $ | 9,041 | $ | 9,041 | $ | 12,003 | $ | 12,003 | |||||||||||||||||
Notes payable related to OCU acquisition | 3,535 | 3,535 | 1.5 | % | — | — | |||||||||||||||||||
Short-term debt | 5,250 | 5,250 | 2.94 | % | 5,000 | 4,892 | 2.2 | % | |||||||||||||||||
Total short-term debt | $ | 8,785 | $ | 8,785 | $ | 5,000 | $ | 4,892 | |||||||||||||||||
Long-term notes payable related to OCU acquisition | 7,070 | 7,070 | 1.5 | % | 0 | 0 | |||||||||||||||||||
Long-term debt | 21,000 | 21,000 | 2.94 | % | 17,167 | 16,336 | 2.2 | % | |||||||||||||||||
Total long-term debt | $ | 28,070 | $ | 28,070 | $ | 17,167 | $ | 16,336 | |||||||||||||||||
Notes payable | |||||||||||||||||||||||||
The Company frequently directs its banking partners to issue notes payable to its suppliers in China in exchange for accounts payable. These banks issue notes to vendors and issue payment to the vendors upon redemption. The Company owes the payable balance to the issuing bank. These notes are unsecured, noninterest bearing and are due approximately six months after issuance. As a condition of the notes payable lending arrangements, the Company is required to keep a compensating balance at the issuing banks that is a percentage of the total notes payable balance until the notes payable are paid by its subsidiaries in China. These balances are classified as restricted cash on the Company’s condensed consolidated balance sheets. As of June 30, 2013, restricted cash totaled $1.8 million. | |||||||||||||||||||||||||
Notes payable for NeoPhotonics Semiconductor acquisition | |||||||||||||||||||||||||
In connection with the acquisition of NeoPhotonics Semiconductor on March 29, 2013, the Company is obligated to pay 1,050 million Japanese Yen in three equal installments on the first, second and third anniversaries of the closing date for the purchase of the real estate used by the NeoPhotonics Semiconductor. The payment is denominated in Japanese Yen. The amount presented in the table is the short-term portion of $3.5 million and the long-term portion of $7.1 million. The obligation bears interest at 1.5% per year and the real estate property is security for the loan. | |||||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||||
The Company has lending arrangements with several financial institutions, including a loan and security agreement with Comerica Bank in the U.S., which has been amended several times. As of December 31, 2012, the Company’s loan and security agreement in the U.S. included the following components: | |||||||||||||||||||||||||
· | As of December 31, 2012, $8.0 million was outstanding under the revolving line of credit agreement and $0.0 million was available for borrowing. Borrowings under this facility bear interest at a rate of LIBOR plus 2%. | ||||||||||||||||||||||||
· | As of December 31, 2012, no amounts were outstanding under the equipment advance line advance and all $7.0 million was available for borrowing. Borrowings under this facility would bear interest at a rate of LIBOR plus 2%. | ||||||||||||||||||||||||
· | As of December 31, 2012, $14.2 million was outstanding under the acquisition advance and $5.8 million was available for borrowing. The advances bear interest at a rate of LIBOR plus 2%. | ||||||||||||||||||||||||
On March 21, 2013, the Company amended and restated in its entirety Loan and Security Agreement with the same bank and added East-West Bank as a lender. The components of the available credit facilities as of June 30, 2013 are as follows: | |||||||||||||||||||||||||
· | As of June 30, 2013, no amount was outstanding under the revolving line of credit agreement and all $20.0 million was available for borrowing subject to covenant requirements. Amounts are due on or before March 2016 and borrowings under this revolving line of credit include an interest rate option of a base rate as defined in the agreement plus 1.5% or LIBOR plus 2.5%. As of June 30, 2013 the rate on the LIBOR option was 2.69%. | ||||||||||||||||||||||||
· | As of June 30, 2013, $26.3 million was outstanding under the term loan of the credit facility and interest is payable quarterly in arrears; the principal is paid in equal quarterly installments over the term of the loan ending in June 2017. Borrowings under the term loan include an interest rate option of a base rate as defined in the agreement plus 1.75% or LIBOR plus 2.75%. As of June 30, 2013 the rate on the LIBOR option was 2.94%. | ||||||||||||||||||||||||
The Company’s U.S. loan and security agreement requires it to maintain specified financial covenants, including a liquidity ratio, restricts its ability to incur additional debt or to engage in specified transactions and is secured by substantially all of its U.S. assets, other than intellectual property assets. As of June 30, 2013 and December 31, 2012, the Company was in compliance with the covenants contained in this agreement. | |||||||||||||||||||||||||
In connection with the original loan and security agreement in 2007, the Company issued a warrant to Comerica Bank to purchase 4,482 shares of common stock at an exercise price of $29.00 per share. As of June 30, 2013 the warrant had not been exercised. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | |||
Jun. 30, 2013 | ||||
Commitments and Contingencies | ' | |||
Note 10. Commitments and contingencies | ||||
Leases | ||||
The Company leases various facilities under noncancelable operating leases. As of June 30, 2013, the future minimum commitments under all operating leases are as follows (in thousands): | ||||
2013 (remaining 6 months) | $ | 1,161 | ||
2014 | 1,583 | |||
2015 | 1,342 | |||
2016 | 744 | |||
2017 | 500 | |||
Thereafter | 968 | |||
$ | 6,298 | |||
Rent expense under the Company’s operating leases was $0.5 million and $0.5 million for the three months ended June 30, 2013 and 2012, respectively, and $1.1 million and $1.1 million for the six months ended June 30, 2013 and 2012, respectively. | ||||
Litigation | ||||
From time to time, the Company is subject to various claims and legal proceedings, either asserted or unasserted, that arise in the ordinary course of business. The Company accrues for legal contingencies if the Company can estimate the potential liability and if the Company believes it is more likely than not that the case will be ruled against it. If a legal claim for which the Company did not accrue is resolved against it, the Company would record the expense in the period in which the ruling was made. The Company does not believe that the ultimate amount of liability, if any, for any pending claims of any type (alone or combined) will materially affect the Company’s financial position, results of operations or cash flows. The ultimate outcome of any litigation is uncertain, however, and unfavorable outcomes could have a material negative impact on the Company’s financial condition and operating results. Regardless of outcome, litigation can have an adverse impact on the Company because of defense costs, negative publicity, diversion of management resources and other factors. | ||||
On January 5, 2010, Finisar Corporation, or Finisar, filed a complaint in the U.S. District Court for the Northern District of California against Source Photonics, Inc., MRV Communications, Inc., Oplink Communications, Inc. and the Company, or collectively, the co-defendants. In the complaint, Finisar alleged infringement of certain of its U.S. patents arising from the codefendants’ respective manufacture, importation, use, sale of or offer to sell certain optical transceiver products. Finisar sought to recover unspecified damages, up to treble the amount of actual damages, together with attorneys’ fees, interest and costs. Finisar alleged that at least some of the patents asserted are a part of certain digital diagnostic standards for optoelectronics transceivers, and, therefore, are being utilized in such digital diagnostic standards. On March 23, 2010, the Company filed an answer to the complaint and counterclaims, asserting two claims of patent infringement and additional claims asserting that Finisar has violated state and federal competition laws and violated its obligations to license on reasonable and non-discriminatory terms. On May 5, 2010, the court dismissed without prejudice all co-defendants (including the Company) except Source Photonics, Inc., on grounds that such claims should have been asserted in four separate lawsuits, one against each defendant. This dismissal without prejudice does not prevent Finisar from bringing a new similar lawsuit against the Company. The Company and Finisar had agreed to suspend their respective claims for a 90 day period and not to refile the originally asserted claims against each other until one or more specified events occur resulting in the partial or complete resolution of the litigation between Source Photonics and Finisar. On September 10, 2010, Source Photonics and Finisar settled their lawsuit, commencing the suspension period, which ended in December 2010. On January 18, 2011, the Company and Finisar again agreed to suspend their respective claims and not to refile the originally asserted claims against each other until at least 90 days after one or more specified events occur resulting in the partial or complete resolution of litigation involving the same Finisar patents between Oplink Communications, Inc. and Finisar. This tolling period expired on April 30, 2012. On May 3, 2012 the Company and Finisar agreed to further toll their respective claims until the refiling of certain of the previously asserted claims from this dispute. As a result, Finisar is permitted to bring a new lawsuit against the Company if it chooses to do so, and the Company may bring new claims against Finisar upon seven days written notice prior to filing such claims. The Company is currently unable to predict the outcome of this dispute and therefore cannot determine the likelihood of loss nor estimate a range of possible loss. | ||||
Indemnifications | ||||
In the normal course of business, the Company enters into agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. As of June 30, 2013, the Company does not have any material indemnification claims that were probable or reasonably possible. | ||||
Purchase obligations | ||||
The Company has purchase obligations with certain suppliers for the purchase of goods and services entered in the ordinary course of business. As of June 30, 2013, total outstanding purchase obligations were $29.3 million, primarily due within the next 12 months. | ||||
Other contingencies | ||||
In connection with the Company’s acquisition of Santur that the Company completed in October 2011, the Company may be required to pay up to an additional $7.5 million in cash as further consideration for the business acquisition, contingent upon Santur’s gross profit performance during 2012. The fair value of the contingent consideration is re-measured each reporting period and any changes in the fair value of the contingent consideration are recognized as a gain or loss in the consolidated statements of operations. As of June 30, 2013 and December 31, 2012, the Company estimated the fair value of the contingent consideration was $1.0 million and $1.0 million, respectively, and has included this liability within accrued and other current liabilities in its condensed consolidated balance sheets. The Company classifies this liability within level 3 as it is valued using significant unobservable inputs. To estimate the fair value, the Company used Santur’s gross profit as defined in the acquisition agreement and an estimated discount rate. Although the Company believes the fair value of the contingent consideration is in accordance with the terms of the Santur acquisition agreements, the selling parties dispute the final amount to be paid. Any adjustment to the fair value of the contingent consideration may impact the results of operations in the period the adjustment is made. |
Stockholders_Equity
Stockholder's Equity | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||
Stockholder's Equity | ' | ||||||||||||||||||||
Note 11. Stockholders’ equity | |||||||||||||||||||||
Common Stock | |||||||||||||||||||||
As of June 30, 2013, the Company had reserved the following shares of authorized but unissued common stock: | |||||||||||||||||||||
Common Stock | |||||||||||||||||||||
Stock option plans | 6,471,511 | ||||||||||||||||||||
Stock purchase plan | 594,874 | ||||||||||||||||||||
Warrants | 4,482 | ||||||||||||||||||||
7,070,867 | |||||||||||||||||||||
Private Sale of Common Stock | |||||||||||||||||||||
On April 27, 2012, the Company issued and sold approximately 4.97 million shares of its common stock in a private placement transaction at a price of $8.00 per share for a gross amount of approximately $39.8 million. | |||||||||||||||||||||
The shares of common stock are restricted from transfer pursuant to a lockup agreement for up to two years, at the end of which the Company is obligated to file one or more registration statements covering the potential resale of the shares of common stock. | |||||||||||||||||||||
In connection with this private placement transaction, the Company agreed to certain performance obligations including establishing a wholly-owned subsidiary in the Russian Federation and making a $30.0 million investment commitment (the ‘Investment Obligation’) towards the Company’s Russian operations. The Investment Obligation can be partially satisfied by investment outside of the Russian Federation and/or by way of non-cash asset transfers, including but not limited to capital equipment, small tools, intellectual property, and other intangibles. A minimum of $15.0 million of the Investment Obligation is required to be satisfied by making capital expenditures and the remaining $15.0 million can be satisfied through general working capital and research and development expenditures. All of the amount for general working capital can be spent either inside or outside of Russia. However, at least 80% of the amount expended for research and development expenditure must be spent inside Russia. General working capital can include acquisition of other businesses or portions thereof to be owned by the Russian subsidiary. | |||||||||||||||||||||
The purchaser of the common stock has non-transferable veto rights over the Company’s Russian subsidiary’s annual budget during the investment period and must approve non-cash asset transfers to be made in satisfaction of the Investment Obligation. Spending and/or commitments to spend for general working capital and research and development do not require approval by the purchaser. There are no legal restrictions on the specific usage of the $39.8 million received in the private placement transaction or on withdrawal from the Company’s bank accounts for use in general corporate purposes. | |||||||||||||||||||||
The Company is required to satisfy the Investment Obligation by July 31, 2014 or, in the event the Company has not recorded aggregate revenue from sales of its products in the Russian Federation of at least $26.8 million during the period beginning July 1, 2012 and ending June 30, 2014, then will be automatically extended from July 31, 2014 to March 31, 2015. The Company expects the date for achievement of the Investment Obligation will be extended to March 31, 2015. Therefore, the Company intends to meet its Investment Obligation by March 31, 2015. If the Company fails to meet the Investment Obligation by the deadline, including failure to meet the Investment Obligation because the purchaser of the common stock does not approve the transfer of non-cash assets, the Company will be required to pay a $5.0 million penalty (the ‘Penalty Payment’) as the sole and exclusive remedy for damages and monetary relief available to the purchaser for failure to meet the Investment Obligation. | |||||||||||||||||||||
The Company has accounted for the $5.0 million Penalty Payment as an embedded derivative instrument, with the underlying being the performance or nonperformance of meeting the Investment Obligation by the extended deadline of March 31, 2015 and has classified $4.9 million of the $5.0 million as additional paid-in capital and the remaining $0.1 million, representing the estimated fair value of the Penalty Payment derivative, as other noncurrent liabilities. | |||||||||||||||||||||
The fair value of the Penalty Payment derivative has been estimated at the date of the original common stock sale (April 27, 2012) and at each subsequent balance sheet date using a probability-weighted discounted future cash flow approach using unobservable inputs, which are classified as Level 3 within the fair value hierarchy. The primary inputs for this approach include the probability of achieving the Investment Obligation and a discount rate that approximates the Company’s incremental borrowing rate. After the initial measurement, changes in the fair value of this derivative were recorded in other income (expense). The change in fair value of the Penalty Payment derivative from April 27, 2012 to December 31, 2012 and to June 30, 2013 was not significant. | |||||||||||||||||||||
Accumulated Deficit | |||||||||||||||||||||
Approximately $6.3 million of the Company’s accumulated deficit at December 31, 2012 was subject to restriction due to the fact that the Company’s subsidiaries in China are required to set aside at least 10% of their respective accumulated profits each year to fund statutory common reserves as well as allocate a discretional portion of their after-tax profits to their staff welfare and bonus fund. | |||||||||||||||||||||
Equity Incentive Programs | |||||||||||||||||||||
The Company grants stock options, restricted stock units, stock appreciation units and stock purchase rights pursuant to stockholder and board approved equity incentive plans. | |||||||||||||||||||||
In December 2012, the board of the Company approved to increase 1,500,000 shares available for issuance to provide performance-based equity awards to key employees which was approved by our Stockholders at our Annual Meeting on June 11, 2013. The Compensation Committee had approved an aggregate of 1,325,000 shares of common stock that were granted on December 12, 2012 which were subject to forfeiture if the proposed amendment to the 2010 Plan was not approved by our stockholders within 12 months of the grant date. | |||||||||||||||||||||
Stock options and restricted stock units | |||||||||||||||||||||
The following table summarizes the Company’s stock option activity during the six months ended June 30, 2013: | |||||||||||||||||||||
Stock Options | Restricted Stock Units | ||||||||||||||||||||
Shares | Number | Weighted | Number | Weighted | |||||||||||||||||
available for | of | average | of | average | |||||||||||||||||
grant | shares | exercise | units | grant date | |||||||||||||||||
price | fair value | ||||||||||||||||||||
Balance at December 31, 2012 | 382,668 | 2,773,887 | $ | 5.87 | 924,823 | $ | 5.84 | ||||||||||||||
Authorized for issuance | 2,569,115 | — | — | — | — | ||||||||||||||||
Granted | (1,195,170 | ) | 1,164,130 | 5.2 | 31,040 | 7.16 | |||||||||||||||
Exercised/Converted | — | (120,697 | ) | 4.74 | (54,634 | ) | 5.8 | ||||||||||||||
Forfeited | 81,424 | (36,975 | ) | 8.75 | (48,100 | ) | 5.9 | ||||||||||||||
Balance at June 30, 2013 | 1,838,037 | 3,780,345 | $ | 5.67 | 853,129 | $ | 5.87 | ||||||||||||||
The following table summarizes information about stock options outstanding as of June 30, 2013: | |||||||||||||||||||||
Options Outstanding | |||||||||||||||||||||
Number | Weighted | Weighted | Aggregate | ||||||||||||||||||
of | average | average | intrinsic value | ||||||||||||||||||
shares | exercise | remaining | (in thousands) | ||||||||||||||||||
price | contractual | ||||||||||||||||||||
term | |||||||||||||||||||||
(years) | |||||||||||||||||||||
Vested and expected to vest | 3,289,893 | $ | 5.74 | 6.87 | $ | 10,682 | |||||||||||||||
Exercisable | 1,885,353 | $ | 5.74 | 5.39 | $ | 6,380 | |||||||||||||||
The aggregate intrinsic value of options vested and expected to vest and exercisable as of June 30, 2013 is calculated based on the difference between the exercise price of in-the-money options and the closing price of the Company’s common stock as of June 30, 2013 that would have been received by the option holders if all-in-the-money options had been exercised. The intrinsic value of options exercised during the three months ended June 30, 2013 and 2012 was $236,000 and $26,000, respectively. The intrinsic value of options exercised during the six months ended June 30, 2013 and 2012 was $253,000 and $40,000, respectively. | |||||||||||||||||||||
The following table summarizes information about restricted stock units outstanding as of June 30, 2013: | |||||||||||||||||||||
Restricted Stock Units Outstanding | |||||||||||||||||||||
Number | Weighted | Weighted | Aggregate | ||||||||||||||||||
of | average grant | average | intrinsic value | ||||||||||||||||||
shares | date fair | remaining | (in thousands) | ||||||||||||||||||
value | contractual | ||||||||||||||||||||
term | |||||||||||||||||||||
(years) | |||||||||||||||||||||
Vested and expected to vest | 799,382 | $ | 5.87 | 0.91 | $ | 6,947 | |||||||||||||||
The aggregate intrinsic value of restricted stock units vested and expected to vest as of June 30, 2013 is calculated based on the fair value of the Company’s common stock as of June 30, 2013. The intrinsic value of restricted stock units converted during the three months ended June 30, 2013 and 2012 was $26,000 and 0, respectively. The intrinsic value of restricted stock units converted during the six months ended June 30, 2013 and 2012 was $475,000 and 0, respectively. | |||||||||||||||||||||
Stock appreciation units | |||||||||||||||||||||
The following table summarizes the Company’s stock appreciation unit activity during the six months ended June 30, 2013: | |||||||||||||||||||||
Stock | Weighted | ||||||||||||||||||||
Appreciation | average | ||||||||||||||||||||
Units | exercise | ||||||||||||||||||||
price | |||||||||||||||||||||
Stock appreciation units outstanding as of December 31, 2012 | 212,534 | $ | 7.07 | ||||||||||||||||||
Stock appreciation units granted | 250,000 | 5.11 | |||||||||||||||||||
Stock appreciation units cancelled | (14,244 | ) | 8.28 | ||||||||||||||||||
Stock appreciation units exercised | (5,746 | ) | 4.42 | ||||||||||||||||||
Stock appreciation units outstanding as of June 30, 2013 | 442,544 | $ | 5.96 | ||||||||||||||||||
The following table summarizes information about stock appreciation units outstanding as of June 30, 2013: | |||||||||||||||||||||
Stock Appreciation Units Outstanding | |||||||||||||||||||||
Number | Weighted | Weighted | Aggregate | ||||||||||||||||||
of | average | average | intrinsic value | ||||||||||||||||||
units | exercise | remaining | (in thousands) | ||||||||||||||||||
price | contractual | ||||||||||||||||||||
term | |||||||||||||||||||||
(years) | |||||||||||||||||||||
Vested and expected to vest | 337,924 | $ | 6.22 | 7.43 | $ | 1,033 | |||||||||||||||
Exercisable | 173,824 | $ | 6.81 | 5.78 | $ | 496 | |||||||||||||||
The aggregate intrinsic value of stock appreciation units vested and expected to vest and exercisable as of June 30, 2013 is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of June 30, 2013. The intrinsic value of stock appreciation units exercised during the three months ended June 30, 2013 and 2012 was $17,000 and $1,000, respectively. The intrinsic value of stock appreciation units exercised during the six months ended June 30, 2013 and 2012 was $18,000 and $10,000, respectively. |
Stockbased_Compensation
Stock-based Compensation | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Stock-based Compensation | ' | ||||||||||||||||
Note 12. Stock-based compensation | |||||||||||||||||
Stock-based compensation expense | |||||||||||||||||
The Company’s total stock-based compensation expense was recorded as follows (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Cost of goods sold | $ | 131 | $ | 136 | $ | 374 | $ | 324 | |||||||||
Research and development | 600 | 395 | 1,018 | 864 | |||||||||||||
Sales and marketing | 344 | 205 | 582 | 414 | |||||||||||||
General and administrative | 398 | 273 | 701 | 551 | |||||||||||||
$ | 1,473 | $ | 1,009 | $ | 2,675 | $ | 2,153 | ||||||||||
Stock options | |||||||||||||||||
The following tables summarize the components of stock-based compensation expense for stock options for the three and six months ended June 30, 2013 and 2012, respectively (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of goods sold | $ | 65 | $ | 53 | $ | 144 | $ | 114 | |||||||||
Research and development | 175 | 211 | 349 | 420 | |||||||||||||
Sales and marketing | 135 | 90 | 213 | 184 | |||||||||||||
General and administrative | 205 | 175 | 378 | 349 | |||||||||||||
$ | 580 | $ | 529 | $ | 1,084 | $ | 1,067 | ||||||||||
The weighted-average fair value of options granted was $3.96 and $2.89 per share for the three months ended June 30, 2013 and 2012, respectively. The weighted-average fair value of options granted was $3.93 and $3.20 per share for the six months ended June 30, 2013 and 2012, respectively. At June 30, 2013, there was $6.5 million of unrecognized stock-based compensation expense that will be recognized over the remaining weighted-average period of 4.6 years. | |||||||||||||||||
The Company estimated the fair value of employee stock options using a Black-Scholes valuation model with the following assumptions: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
Stock Options | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Weighted-average expected term (years) | 6.3 | 6.77 | 6.34 | 6.76 | |||||||||||||
Weighted-average volatility | 75 | % | 71 | % | 75 | % | 71 | % | |||||||||
Risk-free interest rate | 1.12-1.14 | % | 1.52-1.83 | % | 1.08-1.14 | % | 1.35-1.83 | % | |||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Expected term. The expected term was estimated using the Company’s historical and expected future exercise behavior. | |||||||||||||||||
Volatility. Due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011, the expected volatility used by the Company is based on the actual volatility of similar entities. In evaluating similarity, factors such as industry, stage of life cycle, size, and financial leverage are taken into consideration. The term over which volatility was measured was commensurate with the expected term. | |||||||||||||||||
Risk-free interest rate. The risk-free rate that the Company uses in the Black-Scholes option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term. | |||||||||||||||||
Expected dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. | |||||||||||||||||
The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. | |||||||||||||||||
On December 12, 2012, the Company granted 1,060,000 shares of stock options to key employees subject to an increase in the shares available to be granted which was approved by our stockholders at our Annual Meeting on June 11, 2013. These shares will vest during the term if the average closing price of the Company’s common stock over a period of 20 consecutive trading days is equal to or greater than $15.00 per share and recipient remains in continuous service with the Company through such period, or fully accelerate and vest on the seventh anniversary of the grant date. The Company determined that the grant date for these performance options was June 11, 2013 for accounting purposes. The Company estimated the fair value of performance shares of $5.97 for the three months ended June 30, 2013 using a Monte Carlo simulation model on the date of grant with the assumptions discussed above. The Company recorded $28,000 of compensation expense for these options in the second quarter of 2013. | |||||||||||||||||
Stock appreciation units | |||||||||||||||||
Stock appreciation units are remeasured each period at fair value. The following table summarizes the expense (credit) recognized for stock appreciation units for the three and six months ended June 30, 2013 (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of goods sold | $ | (63 | ) | $ | (35 | ) | $ | (87 | ) | $ | (40 | ) | |||||
Research and development | 147 | 1 | 115 | (8 | ) | ||||||||||||
Sales and marketing | 47 | (6 | ) | 34 | (10 | ) | |||||||||||
General and administrative | 63 | 2 | 54 | (1 | ) | ||||||||||||
$ | 194 | $ | (38 | ) | $ | 116 | $ | (59 | ) | ||||||||
As of June 30, 2013 and December 31, 2012, the liabilities for the settlement of the stock appreciation units were $0.7 million and $0.4 million, respectively and were included in accrued and other current liabilities on the condensed consolidated balance sheet. | |||||||||||||||||
Based on the fair value of the stock appreciation units as of June 30, 2013, the Company had $0.1 million of unrecognized stock-based compensation expense that would be recognized over the remaining weighted-average period of 0.9 years. The Company estimated the fair value of all employee stock appreciation units using a Black-Scholes valuation model with the following assumptions: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
Stock Appreciation Units | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Weighted-average expected term (years) | 2.33 | 3.34 | 2.47 | 3.35 | |||||||||||||
Weighted-average volatility | 57 | % | 68 | % | 60 | % | 69 | % | |||||||||
Risk-free interest rate | 0.19-0.30 | % | 0.37-0.64 | % | 0.19-0.46 | % | 0.37-1.04 | % | |||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Expected term. Vested stock appreciation units first become exercisable upon the expiration of the lock-up period associated with the initial public offering. Therefore, the Company estimated the term of the award based on an average of the weighted-average exercise period and the remaining contractual term. | |||||||||||||||||
Volatility. Due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011, the expected volatility used by the Company is based on the actual volatility of similar entities. In evaluating similarity, factors such as industry, stage of life cycle, size, and financial leverage are taken into consideration. The term over which volatility was measured was commensurate with the expected term. | |||||||||||||||||
Risk-free interest rate. The risk-free rate that the Company uses in the Black-Scholes option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term. | |||||||||||||||||
Expected dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. | |||||||||||||||||
The Company granted 250,000 shares of stock appreciation units to key employees on June 11, 2013. These shares will vest during the term of the average closing price of the Company’s common stock over a period of 20 consecutive trading days is equal to or greater than $15.00 per share and recipient remains in Continuous Service with the Company through such period, or fully accelerate and vest on the seventh anniversary of the grant date. The Company estimated the fair value of performance shares of $6.47 for the three months ended June 30, 2013 using a Monte Carlo simulation model on the date of grant with the assumptions discussed above. The Company recorded $13,000 of compensation expense for these stock appreciation units in the second quarter of 2013. | |||||||||||||||||
Employee stock purchase plan (“ESPP”) | |||||||||||||||||
The following tables summarize the components of ESPP expense for the three and six months ended June 30, 2013 and 2012, respectively (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of goods sold | $ | 75 | $ | 54 | $ | 155 | $ | 121 | |||||||||
Research and development | 100 | 77 | 220 | 253 | |||||||||||||
Sales and marketing | 34 | 25 | 72 | 65 | |||||||||||||
General and administrative | 24 | 20 | 64 | 57 | |||||||||||||
$ | 233 | $ | 176 | $ | 511 | $ | 496 | ||||||||||
As of June 30, 2013 there was $0.2 million of unrecognized stock-based compensation expense for stock purchase rights that will be recognized over the remaining offering period, through November 2013. | |||||||||||||||||
The value of the stock purchase right consists of: (1) the 15% discount on the purchase of the stock, (2) 85% of the call option and (3) 15% of the put option. The call option and put option were valued using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
Stock Purchase Rights | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Weighted-average expected term (years) | 0.73 | 0.75 | 0.73 | 0.75 | |||||||||||||
Weighted-average volatility | 48 | % | 71 | % | 48 | % | 71 | % | |||||||||
Risk-free interest rate | 0.09-0.16 | % | 0.04-0.15 | % | 0.09-0.16 | % | 0.04-0.15 | % | |||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Expected term. The expected term represents the period of time from the beginning of the offering period to the purchase date. | |||||||||||||||||
Volatility. Due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011, the expected volatility used by the Company is based on the actual volatility of similar entities. In evaluating similarity, factors such as industry, stage of life cycle, size, and financial leverage are taken into consideration. The term over which volatility was measured was commensurate with the expected term. | |||||||||||||||||
Risk-free interest rate. The risk-free rate that the Company uses in the Black-Scholes option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term. | |||||||||||||||||
Expected dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. | |||||||||||||||||
Restricted stock units | |||||||||||||||||
The following table summarizes the stock-based compensation expense recognized for restricted stock units for the three and six months ended June 30, 2013 (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of goods sold | $ | 54 | $ | 64 | $ | 162 | $ | 129 | |||||||||
Research and development | 178 | 106 | 334 | 199 | |||||||||||||
Sales and marketing | 128 | 96 | 263 | 175 | |||||||||||||
General and administrative | 106 | 76 | 205 | 146 | |||||||||||||
$ | 466 | $ | 342 | $ | 964 | $ | 649 | ||||||||||
The weighted-average fair value of restricted stock units granted was $8.09 and $4.50 per share for the three months ended June 30, 2013 and 2012, respectively. The weighted-average fair value of restricted stock units granted was $7.16 and $5.99 per share for the six months ended June 30, 2013 and 2012, respectively. At June 30, 2013, the Company has $3.0 million of unrecognized stock-based compensation expense that will be recognized over the remaining weighted-average period of 1.7 years. |
Income_Taxes
Income Taxes | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Note 13. Income taxes | |||||||||||||||||
The Company’s income tax expense for the three and six months ended June 30, 2013 is primarily related to income taxes of the Company’s non-U.S. operations. The Company recorded an income tax benefit of $0.1 million and an income tax provision of $0.1 million for the three and six months ended June 30, 2013, as compared to an income tax provision of $0.4 million and $0.3 million for the three and six months ended June 30, 2012, respectively. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Benefit (provision) for income taxes | $ | 90 | $ | (377 | ) | $ | (93 | ) | $ | (317 | ) | ||||||
The Company’s income tax benefit for the three months ended June 30, 2013, was primarily due to a decrease in the year-to-date pretax book income related to the Company’s non-US operations. The Company’s income tax expense for the six months ended June 30, 2013 and for the three and six months ended June 30, 2012 was primarily related to income taxes of the Company’s non-U.S. operations. | |||||||||||||||||
The Company conducts its business globally and operating income is subject to varying rates of tax in the United States, China and Japan. Consequently, the Company’s effective tax rate is dependent upon the geographic distribution of earnings or losses and the tax laws and regulations in each geographical region. The Company expects that its income taxes will vary in relation to the Company’s profitability and the geographic distribution of its profits. Historically, the Company has experienced net losses in the United States and in the short term, the Company expects this trend to continue. One of the Company’s subsidiaries in China generates a cash tax liability. The subsidiary has qualified for a preferential 15% tax rate available for high technology enterprises as opposed to the statutory 25% tax rate. | |||||||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax bases using tax rates expected to be in effect during the years in which the basis differences reverse. | |||||||||||||||||
Due to historic losses in the U.S., the Company has a full valuation allowance on the U.S. federal and state deferred tax assets. The Company also maintained a full valuation allowance for the deferred tax assets of the Company’s NeoPhotonics Semiconductor subsidiary as it was determined that the deferred tax assets are not more likely than not to be realized. Management continues to evaluate the realizability of deferred tax assets and the related valuation allowance. If management's assessment of the deferred tax assets or the corresponding valuation allowance were to change, the Company would record the related adjustment to income during the period in which management makes the determination. | |||||||||||||||||
As of June 30, 2013, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for the year ended December 31, 2012. |
Pension
Pension | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Pension | ' | ||||||||||||||||
Note 14. Pension | |||||||||||||||||
Japan Defined Benefit Plans | |||||||||||||||||
In connection with the Company’s acquisition of NeoPhotonics Semiconductor on March 29, 2013, the Company assumed funding responsibility for two defined benefit plans held and administered by Lapis that provide retirement benefits to its employees in Japan. Under the defined benefit plans in Japan, the Company calculates benefits based on an employee’s individual grade level, years of service and performance. Employees are entitled to a lump sum benefit upon retirement or upon certain instances of termination. Partially offsetting this liability is a $1.9 million receivable equal to the value of the plan assets that will be transferred by LAPIS once NeoPhotonics Semiconductor establishes its own pension plan. As of June 30, 2013 the Company recorded $8.1 million for total pension liabilities. Including the $1.9 million receivable due from LAPIS, the net pension liability was $6.2 million with anticipated outflows as follows (in thousands): | |||||||||||||||||
2013 (remaining 6 months) | $ | 102 | |||||||||||||||
2014 | 401 | ||||||||||||||||
2015 | 193 | ||||||||||||||||
2016 | 626 | ||||||||||||||||
2017 | 843 | ||||||||||||||||
Thereafter | 3,989 | ||||||||||||||||
$ | 6,154 | ||||||||||||||||
The net periodic pension costs totaled $97,000 for the three month and six month periods ended June 30, 2013. Net periodic pension costs for the three month and six month periods ended June 30, 2013 included the following (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Service costs | $ | 88 | $ | — | $ | 88 | $ | — | |||||||||
Interest cost | 20 | — | 20 | — | |||||||||||||
Expected return on plan assets | (11 | ) | — | (11 | ) | — | |||||||||||
Net periodic pension costs | $ | 97 | $ | — | $ | 97 | $ | — | |||||||||
For the period March 29, 2013 through December 31, 2013, the Company expected to contribute $624,000 to the benefit plans. As of June 30, 2013 the Company had paid $139,000 with the balance to be paid by December 31, 2013. | |||||||||||||||||
Per the terms of the Demerger Agreement with LAPIS, the Company has up to one year to establish a new pension plan (“New Pension Plan”) for its employees in Japan. Until the New Pension Plan is established, the value of the plan assets will remain in plans administered by LAPIS and LAPIS has an obligation to transfer the value of these assets to the New Pension Plan. |
Restructuring_Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2013 | |
Restructuring Charges | ' |
Note 15. Restructuring Charges | |
In the first quarter of 2013, the Company exited and closed one facility at its headquarters location to align its facilities usage with its current size. As a result, the Company recorded a restructuring charge related to the facility impairment of approximately $0.3 million. As of June 30, 2013, the remaining balance of this restructuring obligation was $0.3 million, which the Company expects to pay through 2015. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Consolidation | ' | ||||||||||||||||
Consolidation | |||||||||||||||||
The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include the consolidated accounts of the Company and its majority owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenue and expenses during the reporting period. Significant estimates made by management include: the fair values of identifiable assets acquired and liabilities assumed in business combinations; the useful lives of property, plant and equipment and intangible assets as well as future cash flows to be generated by those assets; allowances for doubtful accounts; valuation allowances for deferred tax assets; write off of excess and obsolete inventories and the valuations of stock-based compensation, among others. Actual results could differ from these estimates. | |||||||||||||||||
Business Combinations-Acquisition Accounting | ' | ||||||||||||||||
Business Combinations—Acquisition Accounting | |||||||||||||||||
Under the acquisition method of accounting, the Company allocates the purchase price of acquired companies to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The Company records the excess of purchase price over the aggregate fair values of the tangible and identifiable intangible assets as goodwill. The Company determines the fair values of assets acquired and liabilities assumed. To establish fair value, the Company measures the price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants. The measurement assumes the highest and best use of the asset by the market participants that would maximize the value of the asset or the group of assets within which the asset would be used at the measurement date, even if the intended use of the asset is different. | |||||||||||||||||
The Company estimates the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expenses. The Company estimates the future cash flows to be derived from such assets, and these estimates are used to determine the fair value of the assets. If any of these estimates change, depreciation or amortization expenses could be changed and/or the value of our intangible assets could be impaired. | |||||||||||||||||
Acquisition related costs, including real estate transaction taxes, finder’s fees, advisory, legal, accounting, valuation and other professional or consulting fees are accounted for as expenses in the periods in which the costs are incurred or the services are received. | |||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||
Recent accounting pronouncements | |||||||||||||||||
In February 2013, the Financial Accounting Standard Board (“FASB”) issued amendments to the FASB Accounting Standard Codification to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments require new disclosures for items reclassified out of accumulated other comprehensive income (“AOCI”), including (1) changes in AOCI balances by component and (2) significant items reclassified out of AOCI. The guidance does not amend any existing requirements for reporting net income or OCI in the financial statements. As this guidance only requires expanded disclosures, the adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. | |||||||||||||||||
In March 2013, the FASB issued amendments to the FASB Accounting Standard Codification, which indicates that the entire amount of a cumulative translation adjustment related to an entity’s investment in a foreign entity should be released when there has been a (i) sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity, (ii) loss of a controlling financial interest in an investment in a foreign entity, or (iii) step acquisition for a foreign entity. The amendments are effective prospectively for fiscal years beginning after December 15, 2013. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact to the Company’s consolidated financial statements. | |||||||||||||||||
In July 2013, the FASB issued amendments to the FSAB Accounting Standard Codification on Income Taxes, to improve the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is expected to reduce diversity in practice and is expected to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exists. This guidance is effective for reporting periods beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact to the Company’s consolidated financial statements. | |||||||||||||||||
Cash and Cash Equivalents and Short-term Investments | ' | ||||||||||||||||
The Company may sell its security investments in the future to fund future operation needs. As a result, the Company recorded all its marketable securities in short-term investment as of June 30, 2013 and December 31, 2012, regardless of the contractual maturity date of the securities. | |||||||||||||||||
Realized gains and losses on the sale of marketable securities during the three and six months ended June 30, 2013 and 2012 were immaterial. The Company did not recognize any impairment losses on its marketable securities during the three and six months ended June 30, 2013 and 2012. As of June 30, 2013, the Company did not have any investments in marketable securities that were in an unrealized loss position for a period in excess of 12 months. | |||||||||||||||||
Earnings Per Share, Policy | ' | ||||||||||||||||
Shares of common stock subject to repurchase resulting from the early exercise of employee stock options are not considered participating securities and are therefore excluded from the basic weighted average common shares outstanding. | |||||||||||||||||
Business Combination Policy | ' | ||||||||||||||||
Assets Acquired and Liabilities Assumed | |||||||||||||||||
The Company accounted for its acquisition of the NeoPhotonics Semiconductor assets and assumed liabilities as a business combination. NeoPhotonics Semiconductor’s tangible and identifiable intangible assets acquired and liabilities assumed were recorded based upon their estimated fair values as of the closing date of the acquisition. After consideration of the purchase accounting corrections (see Note 2), the estimated fair values of the identifiable assets acquired and liabilities assumed approximated the purchase price; therefore, no goodwill was recorded. | |||||||||||||||||
During the quarter ended September 30, 2013 the Company updated its initial preliminary fair value assessment and has reflected the resulting measurement period adjustments as Revisions in these condensed consolidated financial statements. These adjustments were based on additional information received subsequent to the Company’s initial assessment that had a significant impact on a number of assumptions, including those related to inventory obsolescence, gross margin and working capital. The adjustments, net of amortization, included a decrease in the fair value of inventory of $5.9 million and increases in the fair value of property, plant and equipment of $2.8 million and customer relationships of $1.5 million. | |||||||||||||||||
The following table summarizes the acquisition accounting and the tangible and intangible assets acquired as of the date of acquisition and subsequent adjustments (in thousands): | |||||||||||||||||
Total purchase consideration: | |||||||||||||||||
Cash paid through June 30, 2013 | $ | 14,979 | |||||||||||||||
Net receivable from Lapis | (1,851 | ) | |||||||||||||||
Notes payable | 11,130 | ||||||||||||||||
$ | 24,258 | ||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Pension and retirement obligations | $ | 6,471 | |||||||||||||||
Other compensation-related liabilities | 1,083 | ||||||||||||||||
Other current liabilities | 1,265 | ||||||||||||||||
$ | 8,819 | ||||||||||||||||
Fair value of assets acquired: | |||||||||||||||||
Inventory | $ | 13,309 | |||||||||||||||
Other current assets | 35 | ||||||||||||||||
Land, property, plant and equipment(1) | 14,433 | ||||||||||||||||
Intangible assets acquired: | |||||||||||||||||
Developed technology | 2,120 | ||||||||||||||||
Customer relationships | 3,180 | ||||||||||||||||
$ | 33,077 | ||||||||||||||||
-1 | Includes land of $3.5 million, buildings of $3.9 million and machinery, equipment, furniture and fixtures of $7.0 million. | ||||||||||||||||
The approach for measuring the fair value of the assets acquired and liabilities assumed is described below: | |||||||||||||||||
Net Tangible Assets | |||||||||||||||||
NeoPhotonics Semiconductor’s tangible assets acquired and liabilities assumed as of March 29, 2013 were recorded at estimated fair value with the exception of the pension and retirement obligations. The Company estimated fair value by adjusting NeoPhotonics Semiconductor’s historical value of property, plant and equipment to an estimate of depreciated replacement cost, adjusted for economic obsolescence. The Company depreciates property, plant and equipment over estimated lives of 2 to 10 years, and records the expense to cost of goods sold and operating expense. The fair value of inventory acquired was determined using a net realizable value approach based upon the expected sales value of the inventory, less any costs to complete and selling costs along with a reasonable profit margin based on historical and expected results. The fair value of accrued liabilities approximated the amounts due under the arrangements with employees and vendors due to short maturity. Pensions and retirement obligations are recorded to the extent the projected benefit obligation exceeded the fair value of the plan assets estimated as of March 29, 2013. The projected benefit obligation is measured at the actuarial present value of all benefits attributed by the plan's benefit formula to employee service rendered before March 29, 2013. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
Developed technology represents products that have reached technological feasibility. NeoPhotonics Semiconductor’s current product offerings include high speed semiconductor and high speed laser and photodetector devices for communication networks. The fair value of developed technology intangibles acquired was determined by using a royalty-avoidance method. The share of future revenue relating to current technology was forecasted, using an estimate for obsolescence such that the share declines over time. A royalty rate of two percent was used to calculate royalty savings on that revenue that are avoided since the Company owns the technology and does not need to license it from other parties. The after-tax royalty savings was then discounted to present value using the Company’s discount rate. The Company amortizes the developed technology intangible assets over estimated lives of 4 to 5 years, and amortization expense is recorded to cost of goods sold. | |||||||||||||||||
The customer relationships asset represents the value of the ability to sell existing, in-process, and future versions of the technology to the NeoPhotonics Semiconductor existing customer base. The Company utilized the excess earnings method, estimating future cash flows that will result from existing customers given assumed retention rates, and then discounting those flows to their present value using the Company’s discount rate. The Company amortizes the customer relationships intangible asset over an average estimated life of 6 years, and amortization expense is recorded to operating expenses. | |||||||||||||||||
The weighted average amortization period for the total amount of intangible assets acquired is 5.4 years. | |||||||||||||||||
Standard Product Warranty, Policy | ' | ||||||||||||||||
Warranty Accrual | |||||||||||||||||
The Company provides warranties to cover defects in workmanship, materials and manufacturing for a period of one to two years to meet the stated functionality as agreed to in each sales arrangement. Products are tested against specified functionality requirements prior to delivery, but the Company nevertheless from time to time experiences claims under its warranty guarantees. The Company accrues for estimated warranty costs under those guarantees based upon historical experience, and for specific items, at the time their existence is known and the amounts are determinable. | |||||||||||||||||
Share-based Compensation, Option and Incentive Plans Policy | ' | ||||||||||||||||
The Company estimated the fair value of employee stock options using a Black-Scholes valuation model with the following assumptions: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
Stock Options | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Weighted-average expected term (years) | 6.3 | 6.77 | 6.34 | 6.76 | |||||||||||||
Weighted-average volatility | 75 | % | 71 | % | 75 | % | 71 | % | |||||||||
Risk-free interest rate | 1.12-1.14 | % | 1.52-1.83 | % | 1.08-1.14 | % | 1.35-1.83 | % | |||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Expected term. The expected term was estimated using the Company’s historical and expected future exercise behavior. | |||||||||||||||||
Volatility. Due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011, the expected volatility used by the Company is based on the actual volatility of similar entities. In evaluating similarity, factors such as industry, stage of life cycle, size, and financial leverage are taken into consideration. The term over which volatility was measured was commensurate with the expected term. | |||||||||||||||||
Risk-free interest rate. The risk-free rate that the Company uses in the Black-Scholes option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term. | |||||||||||||||||
Expected dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. | |||||||||||||||||
The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. | |||||||||||||||||
On December 12, 2012, the Company granted 1,060,000 shares of stock options to key employees subject to an increase in the shares available to be granted which was approved by our stockholders at our Annual Meeting on June 11, 2013. These shares will vest during the term if the average closing price of the Company’s common stock over a period of 20 consecutive trading days is equal to or greater than $15.00 per share and recipient remains in continuous service with the Company through such period, or fully accelerate and vest on the seventh anniversary of the grant date. The Company determined that the grant date for these performance options was June 11, 2013 for accounting purposes. The Company estimated the fair value of performance shares of $5.97 for the three months ended June 30, 2013 using a Monte Carlo simulation model on the date of grant with the assumptions discussed above. The Company recorded $28,000 of compensation expense for these options in the second quarter of 2013. | |||||||||||||||||
Stock appreciation units | |||||||||||||||||
Stock appreciation units are remeasured each period at fair value. The following table summarizes the expense (credit) recognized for stock appreciation units for the three and six months ended June 30, 2013 (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of goods sold | $ | (63 | ) | $ | (35 | ) | $ | (87 | ) | $ | (40 | ) | |||||
Research and development | 147 | 1 | 115 | (8 | ) | ||||||||||||
Sales and marketing | 47 | (6 | ) | 34 | (10 | ) | |||||||||||
General and administrative | 63 | 2 | 54 | (1 | ) | ||||||||||||
$ | 194 | $ | (38 | ) | $ | 116 | $ | (59 | ) | ||||||||
As of June 30, 2013 and December 31, 2012, the liabilities for the settlement of the stock appreciation units were $0.7 million and $0.4 million, respectively and were included in accrued and other current liabilities on the condensed consolidated balance sheet. | |||||||||||||||||
Based on the fair value of the stock appreciation units as of June 30, 2013, the Company had $0.1 million of unrecognized stock-based compensation expense that would be recognized over the remaining weighted-average period of 0.9 years. The Company estimated the fair value of all employee stock appreciation units using a Black-Scholes valuation model with the following assumptions: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
Stock Appreciation Units | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Weighted-average expected term (years) | 2.33 | 3.34 | 2.47 | 3.35 | |||||||||||||
Weighted-average volatility | 57 | % | 68 | % | 60 | % | 69 | % | |||||||||
Risk-free interest rate | 0.19-0.30 | % | 0.37-0.64 | % | 0.19-0.46 | % | 0.37-1.04 | % | |||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Expected term. Vested stock appreciation units first become exercisable upon the expiration of the lock-up period associated with the initial public offering. Therefore, the Company estimated the term of the award based on an average of the weighted-average exercise period and the remaining contractual term. | |||||||||||||||||
Volatility. Due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011, the expected volatility used by the Company is based on the actual volatility of similar entities. In evaluating similarity, factors such as industry, stage of life cycle, size, and financial leverage are taken into consideration. The term over which volatility was measured was commensurate with the expected term. | |||||||||||||||||
Risk-free interest rate. The risk-free rate that the Company uses in the Black-Scholes option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term. | |||||||||||||||||
Expected dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. | |||||||||||||||||
The Company granted 250,000 shares of stock appreciation units to key employees on June 11, 2013. These shares will vest during the term of the average closing price of the Company’s common stock over a period of 20 consecutive trading days is equal to or greater than $15.00 per share and recipient remains in Continuous Service with the Company through such period, or fully accelerate and vest on the seventh anniversary of the grant date. The Company estimated the fair value of performance shares of $6.47 for the three months ended June 30, 2013 using a Monte Carlo simulation model on the date of grant with the assumptions discussed above. The Company recorded $13,000 of compensation expense for these stock appreciation units in the second quarter of 2013. | |||||||||||||||||
Employee stock purchase plan (“ESPP”) | |||||||||||||||||
The following tables summarize the components of ESPP expense for the three and six months ended June 30, 2013 and 2012, respectively (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of goods sold | $ | 75 | $ | 54 | $ | 155 | $ | 121 | |||||||||
Research and development | 100 | 77 | 220 | 253 | |||||||||||||
Sales and marketing | 34 | 25 | 72 | 65 | |||||||||||||
General and administrative | 24 | 20 | 64 | 57 | |||||||||||||
$ | 233 | $ | 176 | $ | 511 | $ | 496 | ||||||||||
As of June 30, 2013 there was $0.2 million of unrecognized stock-based compensation expense for stock purchase rights that will be recognized over the remaining offering period, through November 2013. | |||||||||||||||||
The value of the stock purchase right consists of: (1) the 15% discount on the purchase of the stock, (2) 85% of the call option and (3) 15% of the put option. The call option and put option were valued using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
Stock Purchase Rights | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Weighted-average expected term (years) | 0.73 | 0.75 | 0.73 | 0.75 | |||||||||||||
Weighted-average volatility | 48 | % | 71 | % | 48 | % | 71 | % | |||||||||
Risk-free interest rate | 0.09-0.16 | % | 0.04-0.15 | % | 0.09-0.16 | % | 0.04-0.15 | % | |||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Expected term. The expected term represents the period of time from the beginning of the offering period to the purchase date. | |||||||||||||||||
Volatility. Due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011, the expected volatility used by the Company is based on the actual volatility of similar entities. In evaluating similarity, factors such as industry, stage of life cycle, size, and financial leverage are taken into consideration. The term over which volatility was measured was commensurate with the expected term. | |||||||||||||||||
Risk-free interest rate. The risk-free rate that the Company uses in the Black-Scholes option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term. | |||||||||||||||||
Expected dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. |
Restatement_and_Revision_of_Un1
Restatement and Revision of Unaudited Condensed Consolidated Financial Statements (Tables) | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2013 | ||||||||||||||||||||
Restatement and Revision of Unaudited Condensed Consolidated Financial Statements | ' | |||||||||||||||||||
The effects of the restatement and revisions on the condensed consolidated balance sheet as of June 30, 2013 are summarized in the following table: | ||||||||||||||||||||
30-Jun-13 | ||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||
Previously | Corrections | Penalty | Revision for | Restated and | ||||||||||||||||
Reported | Payment | Measurement | Revised | |||||||||||||||||
Derivative | Period | |||||||||||||||||||
Adjustments | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 37,857 | $ | (299 | ) | $ | — | $ | — | $ | 37,558 | |||||||||
Short-term investments | 36,874 | — | — | — | 36,874 | |||||||||||||||
Restricted cash | 1,813 | — | — | — | 1,813 | |||||||||||||||
Accounts receivable, net of allowance for doubtful accounts | 72,998 | — | — | — | 72,998 | |||||||||||||||
Inventories | 64,164 | (15 | ) | — | (5,922 | ) | 58,227 | |||||||||||||
Prepaid expenses and other current assets | 6,684 | 306 | — | 1,873 | 8,863 | |||||||||||||||
Total current assets | 220,390 | (8 | ) | — | (4,049 | ) | 216,333 | |||||||||||||
Long-term investments | 355 | — | — | — | 355 | |||||||||||||||
Property, plant and equipment, net | 65,886 | 2,045 | — | 2,830 | 70,761 | |||||||||||||||
Goodwill | 2,084 | (2,084 | ) | — | — | — | ||||||||||||||
Other intangible assets, net | 15,926 | (62 | ) | — | 1,498 | 17,362 | ||||||||||||||
Other long-term assets | 3,586 | (2,274 | ) | — | 6 | 1,318 | ||||||||||||||
Total assets | $ | 308,227 | $ | (2,383 | ) | $ | — | $ | 285 | $ | 306,129 | |||||||||
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable | $ | 44,115 | $ | (221 | ) | $ | — | $ | — | $ | 43,894 | |||||||||
Notes payable | 9,041 | — | — | — | 9,041 | |||||||||||||||
Current portion of long-term debt | 10,535 | (1,750 | ) | — | — | 8,785 | ||||||||||||||
Accrued and other current liabilities | 19,708 | 811 | — | 11 | 20,530 | |||||||||||||||
Total current liabilities | 83,399 | (1,160 | ) | — | 11 | 82,250 | ||||||||||||||
Long-term debt, net of current portion | 26,320 | 1,750 | — | — | 28,070 | |||||||||||||||
Deferred income tax liabilities | 664 | — | — | — | 664 | |||||||||||||||
Other noncurrent liabilities | 10,030 | (2,293 | ) | 138 | 7 | 7,882 | ||||||||||||||
Total liabilities | 120,413 | (1,703 | ) | 138 | 18 | 118,866 | ||||||||||||||
Redeemable common stock | 5,000 | — | (5,000 | ) | — | — | ||||||||||||||
Stockholders’ equity: | ||||||||||||||||||||
Preferred stock, $0.0025 par value | — | — | — | — | — | |||||||||||||||
Common stock, $0.0025 par value | 77 | — | — | — | 77 | |||||||||||||||
Additional paid-in capital | 438,295 | — | 4,862 | — | 443,157 | |||||||||||||||
Accumulated other comprehensive income | 12,521 | 74 | — | 41 | 12,636 | |||||||||||||||
Accumulated deficit | (268,079 | ) | (754 | ) | — | 226 | (268,607 | ) | ||||||||||||
Total stockholders’ equity | 182,814 | (680 | ) | 4,862 | 267 | 187,263 | ||||||||||||||
Total liabilities, redeemable common stock and stockholders’ equity | $ | 308,227 | $ | (2,383 | ) | $ | — | $ | 285 | $ | 306,129 | |||||||||
The effects of the restatement and revisions on the condensed consolidated statement of operations for the three months ended June 30, 2013 are summarized in the following table: | ||||||||||||||||||||
Three Months Ended June 30, 2013 | ||||||||||||||||||||
(In thousands, except share and per share information) | ||||||||||||||||||||
Previously | Corrections | Revision for | Restated and | |||||||||||||||||
Reported | Measurement | Revised | ||||||||||||||||||
Period | ||||||||||||||||||||
Adjustments | ||||||||||||||||||||
Revenue | $ | 74,990 | $ | — | $ | — | $ | 74,990 | ||||||||||||
Cost of goods sold | 59,805 | 1 | (417 | ) | 59,389 | |||||||||||||||
Gross profit | 15,185 | (1 | ) | 417 | 15,601 | |||||||||||||||
Operating expenses: | ||||||||||||||||||||
Research and development | 11,311 | (245 | ) | 21 | 11,087 | |||||||||||||||
Sales and marketing | 3,369 | (20 | ) | — | 3,349 | |||||||||||||||
General and administrative | 8,470 | 21 | 79 | 8,570 | ||||||||||||||||
Amortization of purchased intangible assets | 362 | — | 64 | 426 | ||||||||||||||||
Total operating expenses | 23,512 | (244 | ) | 164 | 23,432 | |||||||||||||||
Loss from operations | (8,327 | ) | 243 | 253 | (7,831 | ) | ||||||||||||||
Interest income | 72 | — | — | 72 | ||||||||||||||||
Interest expense | (342 | ) | — | — | (342 | ) | ||||||||||||||
Other expense, net | (273 | ) | — | — | (273 | ) | ||||||||||||||
Total interest and other expense, net | (543 | ) | — | — | (543 | ) | ||||||||||||||
Loss before income taxes | (8,870 | ) | 243 | 253 | (8,374 | ) | ||||||||||||||
Provision for income taxes | (662 | ) | 752 | 90 | ||||||||||||||||
Net loss | $ | (9,532 | ) | $ | 243 | $ | 1,005 | $ | (8,284 | ) | ||||||||||
Basic and diluted net loss per share: | ||||||||||||||||||||
Net loss | $ | (0.31 | ) | $ | (0.27 | ) | ||||||||||||||
Weighted average shares used to compute basic and diluted net loss per share | 30,779,730 | 30,779,730 | ||||||||||||||||||
The effects of the restatement and revision on the condensed consolidated statement of comprehensive loss for the three months ended June 30, 2013 are summarized in the following table: | ||||||||||||||||||||
Three Months Ended June 30, 2013 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Previously | Corrections | Revision for | Restated and | |||||||||||||||||
Reported | Measurement | Revised | ||||||||||||||||||
Period | ||||||||||||||||||||
Adjustments | ||||||||||||||||||||
Net loss | $ | (9,532 | ) | $ | 243 | $ | 1,005 | $ | (8,284 | ) | ||||||||||
Foreign currency translation adjustments | 587 | 61 | 41 | 689 | ||||||||||||||||
Unrealized loss on investments, net of tax of $0 | (35 | ) | — | — | (35 | ) | ||||||||||||||
Comprehensive loss | $ | (8,980 | ) | $ | 304 | $ | 1,046 | $ | (7,630 | ) | ||||||||||
The effects of the restatement and revision on the condensed consolidated statement of operations for the six months ended June 30, 2013 are summarized in the following table: | ||||||||||||||||||||
Six Months Ended June 30, 2013 | ||||||||||||||||||||
(In thousands, except share and per share information) | ||||||||||||||||||||
Previously | Corrections | Revision for | Restated and | |||||||||||||||||
Reported | Measurement | Revised | ||||||||||||||||||
Period | ||||||||||||||||||||
Adjustments | ||||||||||||||||||||
Revenue | $ | 131,053 | $ | — | $ | — | $ | 131,053 | ||||||||||||
Cost of goods sold | 104,138 | (26 | ) | (417 | ) | 103,695 | ||||||||||||||
Gross profit | 26,915 | 26 | 417 | 27,358 | ||||||||||||||||
Operating expenses: | ||||||||||||||||||||
Research and development | 21,018 | (245 | ) | 21 | 20,794 | |||||||||||||||
Sales and marketing | 6,955 | (20 | ) | — | 6,935 | |||||||||||||||
General and administrative | 17,340 | 1,045 | 79 | 18,464 | ||||||||||||||||
Amortization of purchased intangible assets | 683 | — | 64 | 747 | ||||||||||||||||
Total operating expenses | 45,996 | 780 | 164 | 46,940 | ||||||||||||||||
Loss from operations | (19,081 | ) | (754 | ) | 253 | (19,582 | ) | |||||||||||||
Interest income | 203 | — | — | 203 | ||||||||||||||||
Interest expense | (505 | ) | — | — | (505 | ) | ||||||||||||||
Other expense, net | (547 | ) | — | — | (547 | ) | ||||||||||||||
Total interest and other expense, net | (849 | ) | — | — | (849 | ) | ||||||||||||||
Loss before income taxes | (19,930 | ) | (754 | ) | 253 | (20,431 | ) | |||||||||||||
Provision for income taxes | (66 | ) | — | (27 | ) | (93 | ) | |||||||||||||
Net loss | $ | (19,996 | ) | $ | (754 | ) | $ | 226 | $ | (20,524 | ) | |||||||||
Basic and diluted net loss per share: | ||||||||||||||||||||
Net loss | $ | (0.65 | ) | $ | (0.67 | ) | ||||||||||||||
Weighted average shares used to compute basic and diluted net loss per share | 30,677,449 | 30,677,449 | ||||||||||||||||||
The effects of the restatement and revision on the condensed consolidated statement of comprehensive loss for the six months ended June 30, 2013 are summarized in the following table: | ||||||||||||||||||||
Six Months Ended June 30, 2013 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Previously | Corrections | Revision for | Restated and | |||||||||||||||||
Reported | Measurement | Revised | ||||||||||||||||||
Period | ||||||||||||||||||||
Adjustments | ||||||||||||||||||||
Net loss | $ | (19,996 | ) | $ | (754 | ) | $ | 226 | $ | (20,524 | ) | |||||||||
Foreign currency translation adjustments | 747 | 73 | 41 | 861 | ||||||||||||||||
Unrealized loss on investments, net of tax of $0 | (54 | ) | — | — | (54 | ) | ||||||||||||||
Comprehensive loss | $ | (19,303 | ) | $ | (681 | ) | $ | 267 | $ | (19,717 | ) | |||||||||
The effects of the restatement and revisions on the condensed consolidated statement of cash flows for the six months ended June 30, 2013 are summarized in the following table: | ||||||||||||||||||||
Six Months Ended June 30, 2013 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Previously | Corrections | Revision for | Restated and | |||||||||||||||||
Reported | Measurement | Revised | ||||||||||||||||||
Period | ||||||||||||||||||||
Adjustments | ||||||||||||||||||||
Cash flows from operating activities | ||||||||||||||||||||
Net loss | $ | (19,996 | ) | $ | (754 | ) | $ | 226 | $ | (20,524 | ) | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||||||
Depreciation and amortization | 9,769 | (546 | ) | 289 | 9,512 | |||||||||||||||
Stock-based compensation expense | 2,675 | — | — | 2,675 | ||||||||||||||||
Deferred taxes | (6 | ) | — | — | (6 | ) | ||||||||||||||
Amortization of premiums and discounts on investments | 669 | — | — | 669 | ||||||||||||||||
Allowance for doubtful accounts | (144 | ) | — | — | (144 | ) | ||||||||||||||
Write-down of inventories | 831 | — | 18 | 849 | ||||||||||||||||
Others | 471 | — | (6 | ) | 465 | |||||||||||||||
Change in assets and liabilities, net of effects of acquisitions: | ||||||||||||||||||||
Accounts receivable | (1,766 | ) | — | — | (1,766 | ) | ||||||||||||||
Inventories | (838 | ) | (187 | ) | (552 | ) | (1,577 | ) | ||||||||||||
Prepaid expenses and other current assets | (48 | ) | 97 | (2 | ) | 47 | ||||||||||||||
Accounts payable | 4,346 | (2,038 | ) | — | 2,308 | |||||||||||||||
Acquisition-related transaction costs | 2,524 | 758 | — | 3,282 | ||||||||||||||||
Accrued and other liabilities | (2,590 | ) | 2,667 | 27 | 104 | |||||||||||||||
Net cash used in operating activities | (4,103 | ) | (3 | ) | — | (4,106 | ) | |||||||||||||
Cash flows from investing activities | ||||||||||||||||||||
Purchase of property, plant and equipment | (10,300 | ) | (245 | ) | — | (10,545 | ) | |||||||||||||
Proceeds from disposition of property, plant and equipment | 92 | — | — | 92 | ||||||||||||||||
Purchase of marketable securities | (48,771 | ) | — | — | (48,771 | ) | ||||||||||||||
Proceeds from sale of marketable securities | 35,247 | — | — | 35,247 | ||||||||||||||||
Proceeds from maturity of securities | 40,255 | — | — | 40,255 | ||||||||||||||||
Decrease in restricted cash | 859 | — | — | 859 | ||||||||||||||||
Acquisition, net of cash acquired | (14,928 | ) | (51 | ) | — | (14,979 | ) | |||||||||||||
Net cash provided by (used in) investing activities | 2,454 | (296 | ) | — | 2,158 | |||||||||||||||
Cash flows from financing activities | ||||||||||||||||||||
Proceeds from exercise of stock options | 572 | — | — | 572 | ||||||||||||||||
Proceeds from issuance of stock under ESPP | 1,162 | — | — | 1,162 | ||||||||||||||||
Proceeds from bank loans | 40,000 | (13,557 | ) | — | 26,443 | |||||||||||||||
Repayment of bank loans | (35,917 | ) | 13,557 | — | (22,360 | ) | ||||||||||||||
Proceeds from issuance of notes payable | 9,471 | — | — | 9,471 | ||||||||||||||||
Repayment of notes payable | (12,661 | ) | — | — | (12,661 | ) | ||||||||||||||
Net cash provided by financing activities | 2,627 | — | — | 2,627 | ||||||||||||||||
Effect of exchange rates on cash and cash equivalents | (61 | ) | — | — | (61 | ) | ||||||||||||||
Net increase (decrease) in cash and cash equivalents | 917 | (299 | ) | — | 618 | |||||||||||||||
Cash and cash equivalents at the beginning of the period | 36,940 | — | — | 36,940 | ||||||||||||||||
Cash and cash equivalents at the end of the period | $ | 37,857 | $ | (299 | ) | $ | — | $ | 37,558 | |||||||||||
Effect of Reclassification on Balance Sheet | ' | |||||||||||||||||||
As further described in Note 11, the Company may be required to pay a $5.0 million penalty if it does not achieve certain performance obligations agreed to in connection with the sale of its common stock in a private placement transaction on April 27, 2012. The penalty payment was originally classified outside of equity as redeemable common stock at December 31, 2012 and June 30, 2013 since, while the Company intends to meet its performance obligations, it determined the ability to satisfy some of the obligations may be outside of the Company’s control. The Company has since determined that the $5.0 million penalty payment is an embedded derivative instrument, with the underlying being the performance or nonperformance of meeting its performance obligations by the deadline, and has thus classified $4.9 million of the $5.0 million to additional paid-in capital and the remaining $0.1 million, representing the estimated fair value of the penalty payment derivative, to other noncurrent liabilities at June 30, 2013 and December 31, 2012. The effect on the Company’s balance sheet at December 31, 2012 for this matter was as follows: | ||||||||||||||||||||
31-Dec-12 | ||||||||||||||||||||
(in thousands) | Previously | As Revised | ||||||||||||||||||
Reported | ||||||||||||||||||||
Other noncurrent liabilities | $ | 1,724 | $ | 1,862 | ||||||||||||||||
Redeemable common stock | 5,000 | — | ||||||||||||||||||
Additional paid-in capital | 433,996 | 438,858 | ||||||||||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Revenue and Components of Net Income Related to Discontinued Operations | ' | ||||||||||||||||
The results of operations associated with Broadband are presented as discontinued operations in the Company’s consolidated statements of operations for the three and six months ended June 30, 2013 and 2012. Revenue and the components of net income related to the discontinued operations for all periods were as follows (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue | $ | — | $ | — | $ | — | $ | 590 | |||||||||
Income from discontinued operations before income taxes | — | — | — | 284 | |||||||||||||
Provision for income taxes | — | — | — | (114 | ) | ||||||||||||
Income from discontinued operations | $ | — | $ | — | $ | — | $ | 170 | |||||||||
Cash_Equivalents_and_Investmen1
Cash Equivalents and Investments (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||||||||||||||
Summary of Unrealized Gains and Losses Related to Cash Equivalents and Investments in Marketable Securities | ' | ||||||||||||||||||||||||||||||||
Cash equivalents and investments | |||||||||||||||||||||||||||||||||
The following table summarizes the Company’s unrealized gains and losses related to the cash equivalents and investments in marketable securities designated as available-for-sale (in thousands): | |||||||||||||||||||||||||||||||||
As of June 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Fair | Amortized | Gross | Gross | Fair | ||||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Value | Cost | Unrealized | Unrealized | Value | ||||||||||||||||||||||||||
Gains | Losses | Gains | Losses | ||||||||||||||||||||||||||||||
Cash and cash equivalents | |||||||||||||||||||||||||||||||||
Money market funds | $ | 11 | $ | — | $ | — | $ | 11 | $ | 11 | $ | — | $ | — | $ | 11 | |||||||||||||||||
Short-term investments | |||||||||||||||||||||||||||||||||
Money market funds | 13,098 | — | — | 13,098 | 7,259 | — | — | 7,259 | |||||||||||||||||||||||||
Corporate bonds | 13,657 | 20 | (3 | ) | 13,674 | 23,151 | 43 | (1 | ) | 23,193 | |||||||||||||||||||||||
U.S. federal agencies | 3,060 | 1 | — | 3,061 | 27,241 | 10 | — | 27,251 | |||||||||||||||||||||||||
Foreign bonds and notes | 5,245 | 5 | (10 | ) | 5,240 | 4,682 | 14 | — | 4,696 | ||||||||||||||||||||||||
Municipal obligations | 1,801 | — | — | 1,801 | 1,902 | — | — | 1,902 | |||||||||||||||||||||||||
Total investments in short-term investments | 36,861 | 26 | (13 | ) | 36,874 | 64,235 | 67 | (1 | ) | 64,301 | |||||||||||||||||||||||
Total investments | $ | 36,872 | $ | 26 | $ | (13 | ) | $ | 36,885 | (1) | $ | 64,246 | $ | 67 | $ | (1 | ) | $ | 64,312 | (1) | |||||||||||||
-1 | Interest income receivable included in total investments balance was $0.2 million and $0.4 million at June 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||||||||||
Short Term Investments | ' | ||||||||||||||||||||||||||||||||
As of June 30, 2013 and December 31, 2012, maturities of short-term investments are as follows (in thousands): | |||||||||||||||||||||||||||||||||
June 30, | December 31, | ||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Less than 1 year | $ | 33,090 | $ | 51,861 | |||||||||||||||||||||||||||||
Due in 1 to 2 years | — | 10,550 | |||||||||||||||||||||||||||||||
Due in 2 to 5 years | 1,994 | — | |||||||||||||||||||||||||||||||
Due after 5 years | 1,801 | 1,901 | |||||||||||||||||||||||||||||||
Total | $ | 36,885 | $ | 64,312 | |||||||||||||||||||||||||||||
Fair Value of Financial Assets | ' | ||||||||||||||||||||||||||||||||
The following table sets forth the fair value of the Company’s financial assets as of the dates presented (in thousands): | |||||||||||||||||||||||||||||||||
As of June 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Money market funds | $ | 13,109 | $ | — | $ | — | $ | 13,109 | $ | 7,270 | $ | — | $ | — | $ | 7,270 | |||||||||||||||||
Marketable securities | |||||||||||||||||||||||||||||||||
Corporate bonds | — | 13,674 | — | 13,674 | — | 23,193 | — | 23,193 | |||||||||||||||||||||||||
U.S. federal agencies | — | 3,061 | — | 3,061 | — | 27,251 | — | 27,251 | |||||||||||||||||||||||||
Foreign bonds and notes | — | 5,240 | — | 5,240 | — | 4,696 | — | 4,696 | |||||||||||||||||||||||||
Municipal obligations | — | 1,801 | — | 1,801 | — | 1,902 | — | 1,902 | |||||||||||||||||||||||||
$ | 13,109 | $ | 23,776 | $ | — | $ | 36,885 | $ | 7,270 | $ | 57,042 | $ | — | $ | 64,312 | ||||||||||||||||||
Fair Value of Financial Liabilities | ' | ||||||||||||||||||||||||||||||||
The following table sets forth the fair value of the Company’s financial liabilities as of the dates presented (in thousands): | |||||||||||||||||||||||||||||||||
As of June 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Contingent consideration (Note 10) | $ | — | $ | — | $ | 959 | $ | 959 | $ | — | $ | — | $ | 959 | $ | 959 | |||||||||||||||||
Penalty payment derivative (Note 11) | $ | — | $ | — | $ | 138 | $ | 138 | $ | — | $ | — | $ | 138 | $ | 138 | |||||||||||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Computation of Basic and Diluted Net Loss Per Share | ' | ||||||||||||||||
The following table sets forth the computation of the basic and diluted net loss per share for the periods indicated (in thousands, except share and per share amounts): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Loss from continuing operations | $ | (8,284 | ) | $ | (3,656 | ) | $ | (20,524 | ) | $ | (15,434 | ) | |||||
Income from discontinued operations | — | — | — | 170 | |||||||||||||
Net loss | $ | (8,284 | ) | $ | (3,656 | ) | $ | (20,524 | ) | $ | (15,264 | ) | |||||
Denominator: | |||||||||||||||||
Weighted average shares used to compute basic and diluted net income (loss) per share | 30,779,730 | 28,402,929 | 30,677,449 | 26,636,807 | |||||||||||||
Basic and diluted net income (loss) per share: | |||||||||||||||||
Continuing operations | $ | (0.27 | ) | $ | (0.13 | ) | $ | (0.67 | ) | $ | (0.58 | ) | |||||
Discontinued operations | $ | — | $ | — | $ | — | $ | 0.01 | |||||||||
Net loss | $ | (0.27 | ) | $ | (0.13 | ) | $ | (0.67 | ) | $ | (0.57 | ) | |||||
Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | ' | ||||||||||||||||
The following potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to NeoPhotonics Corporation common stockholders, as their effect would have been antidilutive: | |||||||||||||||||
June 30, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Employee stock options | 3,780,345 | 2,668,630 | |||||||||||||||
Restricted stock units | 853,129 | 648,404 | |||||||||||||||
Employee stock purchase plan | 245,091 | 269,514 | |||||||||||||||
Common stock warrants | 4,482 | 4,482 | |||||||||||||||
4,883,047 | 3,591,030 | ||||||||||||||||
Business_Combination_Tables
Business Combination (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2013 | ||||||||||||||||
Summary of Purchase Accounting and Tangible and Intangible Assets Acquired | ' | |||||||||||||||
The following table summarizes the acquisition accounting and the tangible and intangible assets acquired as of the date of acquisition and subsequent adjustments (in thousands): | ||||||||||||||||
Total purchase consideration: | ||||||||||||||||
Cash paid through June 30, 2013 | $ | 14,979 | ||||||||||||||
Net receivable from Lapis | (1,851 | ) | ||||||||||||||
Notes payable | 11,130 | |||||||||||||||
$ | 24,258 | |||||||||||||||
Liabilities assumed: | ||||||||||||||||
Pension and retirement obligations | $ | 6,471 | ||||||||||||||
Other compensation-related liabilities | 1,083 | |||||||||||||||
Other current liabilities | 1,265 | |||||||||||||||
$ | 8,819 | |||||||||||||||
Fair value of assets acquired: | ||||||||||||||||
Inventory | $ | 13,309 | ||||||||||||||
Other current assets | 35 | |||||||||||||||
Land, property, plant and equipment(1) | 14,433 | |||||||||||||||
Intangible assets acquired: | ||||||||||||||||
Developed technology | 2,120 | |||||||||||||||
Customer relationships | 3,180 | |||||||||||||||
$ | 33,077 | |||||||||||||||
-1 | Includes land of $3.5 million, buildings of $3.9 million and machinery, equipment, furniture and fixtures of $7.0 million. | |||||||||||||||
Pro forma Information for Business Acquisition | ' | |||||||||||||||
The unaudited pro forma results do not assume any operating efficiencies as a result of the consolidation of operations (in thousands, except per share data): | ||||||||||||||||
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | $ | 74,990 | $ | 78,805 | $ | 143,744 | $ | 146,342 | ||||||||
Net loss | $ | (5,519 | ) | $ | (2,283 | ) | $ | (10,796 | ) | $ | (14,321 | ) | ||||
Basic and diluted net loss per share | $ | (0.18 | ) | $ | (0.08 | ) | $ | (0.35 | ) | $ | (0.54 | ) | ||||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||||||
Accounts Receivable, Net | ' | ||||||||||||||||||||||||
Accounts receivable, net consists of the following (in thousands): | |||||||||||||||||||||||||
June 30, | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Accounts receivable | $ | 68,265 | $ | 66,338 | |||||||||||||||||||||
Trade notes receivable | 5,457 | 4,979 | |||||||||||||||||||||||
Allowance for doubtful accounts | (724 | ) | (963 | ) | |||||||||||||||||||||
$ | 72,998 | $ | 70,354 | ||||||||||||||||||||||
Inventories | ' | ||||||||||||||||||||||||
Inventories consist of the following (in thousands): | |||||||||||||||||||||||||
June 30, | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Raw materials | $ | 22,532 | $ | 20,520 | |||||||||||||||||||||
Work in process | 19,350 | 8,603 | |||||||||||||||||||||||
Finished goods (1) | 16,345 | 14,670 | |||||||||||||||||||||||
$ | 58,227 | $ | 43,793 | ||||||||||||||||||||||
-1 | Finished goods inventory at offsite managed inventory locations was $4.4 million and $4.5 million as of June 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||
Purchased Intangible Assets | ' | ||||||||||||||||||||||||
Purchased intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||
June 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Assets | Amortization | Assets | Assets | Amortization | Assets | ||||||||||||||||||||
Technology and patents | $ | 34,456 | $ | (24,399 | ) | $ | 10,057 | $ | 32,176 | $ | (22,869 | ) | $ | 9,307 | |||||||||||
Customer relationships | 15,083 | (8,917 | ) | 6,166 | 11,898 | (8,148 | ) | 3,750 | |||||||||||||||||
Leasehold interest | 1,386 | (247 | ) | 1,139 | 1,355 | (241 | ) | 1,114 | |||||||||||||||||
Noncompete agreements | 950 | (950 | ) | — | 950 | (908 | ) | 42 | |||||||||||||||||
$ | 51,875 | $ | (34,513 | ) | $ | 17,362 | $ | 46,379 | $ | (32,166 | ) | $ | 14,213 | ||||||||||||
Amortization Expense of Purchased Intangible Assets | ' | ||||||||||||||||||||||||
Amortization expense relating to technology and patents and the leasehold interest intangible assets is included within cost of goods sold, and customer relationships and the noncompete agreements within operating expenses. The following table presents details of the amortization expense of the Company’s purchased intangible assets as reported in the condensed consolidated statements of operations (in thousands): | |||||||||||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Cost of goods sold | $ | 772 | $ | 616 | $ | 1,200 | $ | 1,214 | |||||||||||||||||
Operating expenses | 426 | 321 | 747 | 675 | |||||||||||||||||||||
Total | $ | 1,198 | $ | 937 | $ | 1,947 | $ | 1,889 | |||||||||||||||||
Estimated Future Amortization Expense of Purchased Intangible Assets | ' | ||||||||||||||||||||||||
The estimated future amortization expense of purchased intangible assets as of June 30, 2013, is as follows (in thousands): | |||||||||||||||||||||||||
2013 (remaining 6 months) | $ | 2,169 | |||||||||||||||||||||||
2014 | 4,456 | ||||||||||||||||||||||||
2015 | 4,440 | ||||||||||||||||||||||||
2016 | 3,694 | ||||||||||||||||||||||||
2017 | 841 | ||||||||||||||||||||||||
Thereafter | 1,762 | ||||||||||||||||||||||||
$ | 17,362 | ||||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities | ' | ||||||||||||||||||||||||
Accrued and other current liabilities consist of the following (in thousands): | |||||||||||||||||||||||||
June 30, | December 31, | ||||||||||||||||||||||||
2012 | |||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Employee-related | $ | 9,935 | $ | 12,293 | |||||||||||||||||||||
Other | 10,595 | 7,666 | |||||||||||||||||||||||
$ | 20,530 | $ | 19,959 | ||||||||||||||||||||||
Other Noncurrent Liabilities | ' | ||||||||||||||||||||||||
Other noncurrent liabilities consist of the following (in thousands): | |||||||||||||||||||||||||
June 30, | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Employee-related | $ | 6,396 | $ | 188 | |||||||||||||||||||||
Payment penalty derivative (Note 11) | 138 | 138 | |||||||||||||||||||||||
Other | 1,348 | 1,536 | |||||||||||||||||||||||
$ | 7,882 | $ | 1,862 | ||||||||||||||||||||||
Summary of Movement in Warranty Accrual | ' | ||||||||||||||||||||||||
The table below summarizes the movement in the warranty accrual (in thousands): | |||||||||||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Beginning balance | $ | 1,184 | $ | 1,215 | $ | 1,072 | $ | 1,443 | |||||||||||||||||
Warranty accruals | 408 | 134 | 434 | 153 | |||||||||||||||||||||
Settlements and adjustments | (131 | ) | (51 | ) | (45 | ) | (298 | ) | |||||||||||||||||
Ending balance | $ | 1,461 | $ | 1,298 | $ | 1,461 | $ | 1,298 | |||||||||||||||||
Debt_Tables
Debt (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||||||
Components of Debt, Obligations, Weighted Average Interest Rate and Additional Fair Value Information Relating to Outstanding Debt Instruments | ' | ||||||||||||||||||||||||
The Company records debt at its carrying amount. The Company uses a market approach to determine fair value, which results in a Level 2 fair value measurement. The following table provides the components of debt, obligations, weighted average interest rate and additional fair value information relating to the Company’s outstanding debt instruments (in thousands, except percentages): | |||||||||||||||||||||||||
June 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Carrying | Fair | Weighted | Carrying | Fair | Weighted | ||||||||||||||||||||
Amount | Value | Average | Amount | Value | Average | ||||||||||||||||||||
Interest | Interest | ||||||||||||||||||||||||
Rate | Rate | ||||||||||||||||||||||||
Notes payable | $ | 9,041 | $ | 9,041 | $ | 12,003 | $ | 12,003 | |||||||||||||||||
Notes payable related to OCU acquisition | 3,535 | 3,535 | 1.5 | % | — | — | |||||||||||||||||||
Short-term debt | 5,250 | 5,250 | 2.94 | % | 5,000 | 4,892 | 2.2 | % | |||||||||||||||||
Total short-term debt | $ | 8,785 | $ | 8,785 | $ | 5,000 | $ | 4,892 | |||||||||||||||||
Long-term notes payable related to OCU acquisition | 7,070 | 7,070 | 1.5 | % | 0 | 0 | |||||||||||||||||||
Long-term debt | 21,000 | 21,000 | 2.94 | % | 17,167 | 16,336 | 2.2 | % | |||||||||||||||||
Total long-term debt | $ | 28,070 | $ | 28,070 | $ | 17,167 | $ | 16,336 | |||||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | |||
Jun. 30, 2013 | ||||
Future Minimum Commitments Under All Operating Leases | ' | |||
The Company leases various facilities under noncancelable operating leases. As of June 30, 2013, the future minimum commitments under all operating leases are as follows (in thousands): | ||||
2013 (remaining 6 months) | $ | 1,161 | ||
2014 | 1,583 | |||
2015 | 1,342 | |||
2016 | 744 | |||
2017 | 500 | |||
Thereafter | 968 | |||
$ | 6,298 | |||
Stockholders_Equity_Tables
Stockholder's Equity (Tables) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||
Reserved Shares of Authorized but Unissued Common Stock | ' | ||||||||||||||||||||
As of June 30, 2013, the Company had reserved the following shares of authorized but unissued common stock: | |||||||||||||||||||||
Common Stock | |||||||||||||||||||||
Stock option plans | 6,471,511 | ||||||||||||||||||||
Stock purchase plan | 594,874 | ||||||||||||||||||||
Warrants | 4,482 | ||||||||||||||||||||
7,070,867 | |||||||||||||||||||||
Summary of Stock Option and Restricted Stock Unit Activity | ' | ||||||||||||||||||||
The following table summarizes the Company’s stock option activity during the six months ended June 30, 2013: | |||||||||||||||||||||
Stock Options | Restricted Stock Units | ||||||||||||||||||||
Shares | Number | Weighted | Number | Weighted | |||||||||||||||||
available for | of | average | of | average | |||||||||||||||||
grant | shares | exercise | units | grant date | |||||||||||||||||
price | fair value | ||||||||||||||||||||
Balance at December 31, 2012 | 382,668 | 2,773,887 | $ | 5.87 | 924,823 | $ | 5.84 | ||||||||||||||
Authorized for issuance | 2,569,115 | — | — | — | — | ||||||||||||||||
Granted | (1,195,170 | ) | 1,164,130 | 5.2 | 31,040 | 7.16 | |||||||||||||||
Exercised/Converted | — | (120,697 | ) | 4.74 | (54,634 | ) | 5.8 | ||||||||||||||
Forfeited | 81,424 | (36,975 | ) | 8.75 | (48,100 | ) | 5.9 | ||||||||||||||
Balance at June 30, 2013 | 1,838,037 | 3,780,345 | $ | 5.67 | 853,129 | $ | 5.87 | ||||||||||||||
Summary of Information about Stock Options Outstanding | ' | ||||||||||||||||||||
The following table summarizes information about stock options outstanding as of June 30, 2013: | |||||||||||||||||||||
Options Outstanding | |||||||||||||||||||||
Number | Weighted | Weighted | Aggregate | ||||||||||||||||||
of | average | average | intrinsic value | ||||||||||||||||||
shares | exercise | remaining | (in thousands) | ||||||||||||||||||
price | contractual | ||||||||||||||||||||
term | |||||||||||||||||||||
(years) | |||||||||||||||||||||
Vested and expected to vest | 3,289,893 | $ | 5.74 | 6.87 | $ | 10,682 | |||||||||||||||
Exercisable | 1,885,353 | $ | 5.74 | 5.39 | $ | 6,380 | |||||||||||||||
Summary of Information about Restricted Stock Units Outstanding | ' | ||||||||||||||||||||
The following table summarizes information about restricted stock units outstanding as of June 30, 2013: | |||||||||||||||||||||
Restricted Stock Units Outstanding | |||||||||||||||||||||
Number | Weighted | Weighted | Aggregate | ||||||||||||||||||
of | average grant | average | intrinsic value | ||||||||||||||||||
shares | date fair | remaining | (in thousands) | ||||||||||||||||||
value | contractual | ||||||||||||||||||||
term | |||||||||||||||||||||
(years) | |||||||||||||||||||||
Vested and expected to vest | 799,382 | $ | 5.87 | 0.91 | $ | 6,947 | |||||||||||||||
Summary of Stock Appreciation Unit Activity | ' | ||||||||||||||||||||
The following table summarizes the Company’s stock appreciation unit activity during the six months ended June 30, 2013: | |||||||||||||||||||||
Stock | Weighted | ||||||||||||||||||||
Appreciation | average | ||||||||||||||||||||
Units | exercise | ||||||||||||||||||||
price | |||||||||||||||||||||
Stock appreciation units outstanding as of December 31, 2012 | 212,534 | $ | 7.07 | ||||||||||||||||||
Stock appreciation units granted | 250,000 | 5.11 | |||||||||||||||||||
Stock appreciation units cancelled | (14,244 | ) | 8.28 | ||||||||||||||||||
Stock appreciation units exercised | (5,746 | ) | 4.42 | ||||||||||||||||||
Stock appreciation units outstanding as of June 30, 2013 | 442,544 | $ | 5.96 | ||||||||||||||||||
Summary of Information about Stock Appreciation Units Outstanding | ' | ||||||||||||||||||||
The following table summarizes information about stock appreciation units outstanding as of June 30, 2013: | |||||||||||||||||||||
Stock Appreciation Units Outstanding | |||||||||||||||||||||
Number | Weighted | Weighted | Aggregate | ||||||||||||||||||
of | average | average | intrinsic value | ||||||||||||||||||
units | exercise | remaining | (in thousands) | ||||||||||||||||||
price | contractual | ||||||||||||||||||||
term | |||||||||||||||||||||
(years) | |||||||||||||||||||||
Vested and expected to vest | 337,924 | $ | 6.22 | 7.43 | $ | 1,033 | |||||||||||||||
Exercisable | 173,824 | $ | 6.81 | 5.78 | $ | 496 | |||||||||||||||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Stock Based Compensation Expense | ' | ||||||||||||||||
Stock-Based Compensation Expense Recorded | ' | ||||||||||||||||
The Company’s total stock-based compensation expense was recorded as follows (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Cost of goods sold | $ | 131 | $ | 136 | $ | 374 | $ | 324 | |||||||||
Research and development | 600 | 395 | 1,018 | 864 | |||||||||||||
Sales and marketing | 344 | 205 | 582 | 414 | |||||||||||||
General and administrative | 398 | 273 | 701 | 551 | |||||||||||||
$ | 1,473 | $ | 1,009 | $ | 2,675 | $ | 2,153 | ||||||||||
Stock Option | ' | ||||||||||||||||
Stock-Based Compensation Expense Recorded | ' | ||||||||||||||||
The following tables summarize the components of stock-based compensation expense for stock options for the three and six months ended June 30, 2013 and 2012, respectively (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of goods sold | $ | 65 | $ | 53 | $ | 144 | $ | 114 | |||||||||
Research and development | 175 | 211 | 349 | 420 | |||||||||||||
Sales and marketing | 135 | 90 | 213 | 184 | |||||||||||||
General and administrative | 205 | 175 | 378 | 349 | |||||||||||||
$ | 580 | $ | 529 | $ | 1,084 | $ | 1,067 | ||||||||||
Estimated Fair Value of All Employee Stock Options Using Black-Scholes Valuation Model | ' | ||||||||||||||||
The Company estimated the fair value of employee stock options using a Black-Scholes valuation model with the following assumptions: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
Stock Options | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Weighted-average expected term (years) | 6.3 | 6.77 | 6.34 | 6.76 | |||||||||||||
Weighted-average volatility | 75 | % | 71 | % | 75 | % | 71 | % | |||||||||
Risk-free interest rate | 1.12-1.14 | % | 1.52-1.83 | % | 1.08-1.14 | % | 1.35-1.83 | % | |||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Stock Appreciation Rights (SARs) | ' | ||||||||||||||||
Stock-Based Compensation Expense Recorded | ' | ||||||||||||||||
Stock appreciation units are remeasured each period at fair value. The following table summarizes the expense (credit) recognized for stock appreciation units for the three and six months ended June 30, 2013 (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of goods sold | $ | (63 | ) | $ | (35 | ) | $ | (87 | ) | $ | (40 | ) | |||||
Research and development | 147 | 1 | 115 | (8 | ) | ||||||||||||
Sales and marketing | 47 | (6 | ) | 34 | (10 | ) | |||||||||||
General and administrative | 63 | 2 | 54 | (1 | ) | ||||||||||||
$ | 194 | $ | (38 | ) | $ | 116 | $ | (59 | ) | ||||||||
Estimated Fair Value of All Employee Stock Options Using Black-Scholes Valuation Model | ' | ||||||||||||||||
Based on the fair value of the stock appreciation units as of June 30, 2013, the Company had $0.1 million of unrecognized stock-based compensation expense that would be recognized over the remaining weighted-average period of 0.9 years. The Company estimated the fair value of all employee stock appreciation units using a Black-Scholes valuation model with the following assumptions: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
Stock Appreciation Units | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Weighted-average expected term (years) | 2.33 | 3.34 | 2.47 | 3.35 | |||||||||||||
Weighted-average volatility | 57 | % | 68 | % | 60 | % | 69 | % | |||||||||
Risk-free interest rate | 0.19-0.30 | % | 0.37-0.64 | % | 0.19-0.46 | % | 0.37-1.04 | % | |||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Employee Stock Purchase Plan | ' | ||||||||||||||||
Stock-Based Compensation Expense Recorded | ' | ||||||||||||||||
The following tables summarize the components of ESPP expense for the three and six months ended June 30, 2013 and 2012, respectively (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of goods sold | $ | 75 | $ | 54 | $ | 155 | $ | 121 | |||||||||
Research and development | 100 | 77 | 220 | 253 | |||||||||||||
Sales and marketing | 34 | 25 | 72 | 65 | |||||||||||||
General and administrative | 24 | 20 | 64 | 57 | |||||||||||||
$ | 233 | $ | 176 | $ | 511 | $ | 496 | ||||||||||
Estimated Fair Value of All Employee Stock Options Using Black-Scholes Valuation Model | ' | ||||||||||||||||
The value of the stock purchase right consists of: (1) the 15% discount on the purchase of the stock, (2) 85% of the call option and (3) 15% of the put option. The call option and put option were valued using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
Stock Purchase Rights | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Weighted-average expected term (years) | 0.73 | 0.75 | 0.73 | 0.75 | |||||||||||||
Weighted-average volatility | 48 | % | 71 | % | 48 | % | 71 | % | |||||||||
Risk-free interest rate | 0.09-0.16 | % | 0.04-0.15 | % | 0.09-0.16 | % | 0.04-0.15 | % | |||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Restricted Stock Units (RSUs) | ' | ||||||||||||||||
Stock-Based Compensation Expense Recorded | ' | ||||||||||||||||
The following table summarizes the stock-based compensation expense recognized for restricted stock units for the three and six months ended June 30, 2013 (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of goods sold | $ | 54 | $ | 64 | $ | 162 | $ | 129 | |||||||||
Research and development | 178 | 106 | 334 | 199 | |||||||||||||
Sales and marketing | 128 | 96 | 263 | 175 | |||||||||||||
General and administrative | 106 | 76 | 205 | 146 | |||||||||||||
$ | 466 | $ | 342 | $ | 964 | $ | 649 | ||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Provision for Income Taxes | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Benefit (provision) for income taxes | $ | 90 | $ | (377 | ) | $ | (93 | ) | $ | (317 | ) | ||||||
Pension_Tables
Pension (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Defined Benefit Plans Anticipated Outflows | ' | ||||||||||||||||
2013 (remaining 6 months) | $ | 102 | |||||||||||||||
2014 | 401 | ||||||||||||||||
2015 | 193 | ||||||||||||||||
2016 | 626 | ||||||||||||||||
2017 | 843 | ||||||||||||||||
Thereafter | 3,989 | ||||||||||||||||
$ | 6,154 | ||||||||||||||||
Net Periodic Pension Costs | ' | ||||||||||||||||
The net periodic pension costs totaled $97,000 for the three month and six month periods ended June 30, 2013. Net periodic pension costs for the three month and six month periods ended June 30, 2013 included the following (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Service costs | $ | 88 | $ | — | $ | 88 | $ | — | |||||||||
Interest cost | 20 | — | 20 | — | |||||||||||||
Expected return on plan assets | (11 | ) | — | (11 | ) | — | |||||||||||
Net periodic pension costs | $ | 97 | $ | — | $ | 97 | $ | — | |||||||||
Restatement_and_Revisions_on_t
Restatement and Revisions on the Condensed Consolidated Balance Sheets (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $37,558 | $36,940 |
Short-term investments | 36,874 | 64,301 |
Restricted cash | 1,813 | 2,626 |
Accounts receivable, net of allowance for doubtful accounts | 72,998 | 70,354 |
Inventories | 58,227 | 43,793 |
Prepaid expenses and other current assets | 8,863 | 7,630 |
Total current assets | 216,333 | 225,644 |
Long-term investments | 355 | 188 |
Property, plant and equipment, net | 70,761 | 54,440 |
Other intangible assets, net | 17,362 | 14,213 |
Other long-term assets | 1,318 | 1,147 |
Total assets | 306,129 | 295,632 |
Current liabilities: | ' | ' |
Accounts payable | 43,894 | 36,308 |
Notes payable | 9,041 | 12,003 |
Current portion of long-term debt | 8,785 | 5,000 |
Accrued and other current liabilities | 20,530 | 19,959 |
Total current liabilities | 82,250 | 73,270 |
Long-term debt, net of current portion | 28,070 | 17,167 |
Deferred income tax liabilities | 664 | 653 |
Other noncurrent liabilities | 7,882 | 1,862 |
Total liabilities | 118,866 | 92,952 |
Stockholders’ equity: | ' | ' |
Preferred stock, $0.0025 par value At June 30, 2013 and December 31, 2012: 10,000,000 shares authorized, no shares issued or outstanding | ' | ' |
Common stock, $0.0025 par value At June 30, 2013: 100,000,000 shares authorized, 30,971,280 shares issued and outstanding; At December 31, 2012: 100,000,000 shares authorized, 30,546,155 shares issued and outstanding | 77 | 76 |
Additional paid-in capital | 443,157 | 438,858 |
Accumulated other comprehensive income | 12,636 | 11,829 |
Accumulated deficit | -268,607 | -248,083 |
Total stockholders’ equity | 187,263 | 202,680 |
Total liabilities, redeemable common stock and stockholders’ equity | 306,129 | 295,632 |
Previously Reported | ' | ' |
Current assets: | ' | ' |
Cash and cash equivalents | 37,857 | ' |
Short-term investments | 36,874 | ' |
Restricted cash | 1,813 | ' |
Accounts receivable, net of allowance for doubtful accounts | 72,998 | ' |
Inventories | 64,164 | ' |
Prepaid expenses and other current assets | 6,684 | ' |
Total current assets | 220,390 | ' |
Long-term investments | 355 | ' |
Property, plant and equipment, net | 65,886 | ' |
Goodwill | 2,084 | ' |
Other intangible assets, net | 15,926 | ' |
Other long-term assets | 3,586 | ' |
Total assets | 308,227 | ' |
Current liabilities: | ' | ' |
Accounts payable | 44,115 | ' |
Notes payable | 9,041 | ' |
Current portion of long-term debt | 10,535 | ' |
Accrued and other current liabilities | 19,708 | ' |
Total current liabilities | 83,399 | ' |
Long-term debt, net of current portion | 26,320 | ' |
Deferred income tax liabilities | 664 | ' |
Other noncurrent liabilities | 10,030 | 1,724 |
Total liabilities | 120,413 | ' |
Redeemable common stock | 5,000 | 5,000 |
Stockholders’ equity: | ' | ' |
Preferred stock, $0.0025 par value At June 30, 2013 and December 31, 2012: 10,000,000 shares authorized, no shares issued or outstanding | ' | ' |
Common stock, $0.0025 par value At June 30, 2013: 100,000,000 shares authorized, 30,971,280 shares issued and outstanding; At December 31, 2012: 100,000,000 shares authorized, 30,546,155 shares issued and outstanding | 77 | ' |
Additional paid-in capital | 438,295 | 433,996 |
Accumulated other comprehensive income | 12,521 | ' |
Accumulated deficit | -268,079 | ' |
Total stockholders’ equity | 182,814 | ' |
Total liabilities, redeemable common stock and stockholders’ equity | 308,227 | ' |
Corrections | ' | ' |
Current assets: | ' | ' |
Cash and cash equivalents | -299 | ' |
Short-term investments | ' | ' |
Restricted cash | ' | ' |
Accounts receivable, net of allowance for doubtful accounts | ' | ' |
Inventories | -15 | ' |
Prepaid expenses and other current assets | 306 | ' |
Total current assets | -8 | ' |
Long-term investments | ' | ' |
Property, plant and equipment, net | 2,045 | ' |
Goodwill | -2,084 | ' |
Other intangible assets, net | -62 | ' |
Other long-term assets | -2,274 | ' |
Total assets | -2,383 | ' |
Current liabilities: | ' | ' |
Accounts payable | -221 | ' |
Notes payable | ' | ' |
Current portion of long-term debt | -1,750 | ' |
Accrued and other current liabilities | 811 | ' |
Total current liabilities | -1,160 | ' |
Long-term debt, net of current portion | 1,750 | ' |
Deferred income tax liabilities | ' | ' |
Other noncurrent liabilities | -2,293 | ' |
Total liabilities | -1,703 | ' |
Redeemable common stock | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock, $0.0025 par value At June 30, 2013 and December 31, 2012: 10,000,000 shares authorized, no shares issued or outstanding | ' | ' |
Common stock, $0.0025 par value At June 30, 2013: 100,000,000 shares authorized, 30,971,280 shares issued and outstanding; At December 31, 2012: 100,000,000 shares authorized, 30,546,155 shares issued and outstanding | ' | ' |
Additional paid-in capital | ' | ' |
Accumulated other comprehensive income | 74 | ' |
Accumulated deficit | -754 | ' |
Total stockholders’ equity | -680 | ' |
Total liabilities, redeemable common stock and stockholders’ equity | -2,383 | ' |
Penalty Payment Derivative | ' | ' |
Current assets: | ' | ' |
Cash and cash equivalents | ' | ' |
Short-term investments | ' | ' |
Restricted cash | ' | ' |
Accounts receivable, net of allowance for doubtful accounts | ' | ' |
Inventories | ' | ' |
Prepaid expenses and other current assets | ' | ' |
Total current assets | ' | ' |
Long-term investments | ' | ' |
Property, plant and equipment, net | ' | ' |
Goodwill | ' | ' |
Other intangible assets, net | ' | ' |
Other long-term assets | ' | ' |
Total assets | ' | ' |
Current liabilities: | ' | ' |
Accounts payable | ' | ' |
Notes payable | ' | ' |
Current portion of long-term debt | ' | ' |
Accrued and other current liabilities | ' | ' |
Total current liabilities | ' | ' |
Long-term debt, net of current portion | ' | ' |
Deferred income tax liabilities | ' | ' |
Other noncurrent liabilities | 138 | ' |
Total liabilities | 138 | ' |
Redeemable common stock | -5,000 | ' |
Stockholders’ equity: | ' | ' |
Preferred stock, $0.0025 par value At June 30, 2013 and December 31, 2012: 10,000,000 shares authorized, no shares issued or outstanding | ' | ' |
Common stock, $0.0025 par value At June 30, 2013: 100,000,000 shares authorized, 30,971,280 shares issued and outstanding; At December 31, 2012: 100,000,000 shares authorized, 30,546,155 shares issued and outstanding | ' | ' |
Additional paid-in capital | 4,862 | ' |
Accumulated other comprehensive income | ' | ' |
Accumulated deficit | ' | ' |
Total stockholders’ equity | 4,862 | ' |
Total liabilities, redeemable common stock and stockholders’ equity | ' | ' |
Revision for Measurement Period Adjustments | ' | ' |
Current assets: | ' | ' |
Cash and cash equivalents | ' | ' |
Short-term investments | ' | ' |
Restricted cash | ' | ' |
Accounts receivable, net of allowance for doubtful accounts | ' | ' |
Inventories | -5,922 | ' |
Prepaid expenses and other current assets | 1,873 | ' |
Total current assets | -4,049 | ' |
Long-term investments | ' | ' |
Property, plant and equipment, net | 2,830 | ' |
Goodwill | ' | ' |
Other intangible assets, net | 1,498 | ' |
Other long-term assets | 6 | ' |
Total assets | 285 | ' |
Current liabilities: | ' | ' |
Accounts payable | ' | ' |
Notes payable | ' | ' |
Current portion of long-term debt | ' | ' |
Accrued and other current liabilities | 11 | ' |
Total current liabilities | 11 | ' |
Long-term debt, net of current portion | ' | ' |
Deferred income tax liabilities | ' | ' |
Other noncurrent liabilities | 7 | ' |
Total liabilities | 18 | ' |
Redeemable common stock | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock, $0.0025 par value At June 30, 2013 and December 31, 2012: 10,000,000 shares authorized, no shares issued or outstanding | ' | ' |
Common stock, $0.0025 par value At June 30, 2013: 100,000,000 shares authorized, 30,971,280 shares issued and outstanding; At December 31, 2012: 100,000,000 shares authorized, 30,546,155 shares issued and outstanding | ' | ' |
Additional paid-in capital | ' | ' |
Accumulated other comprehensive income | 41 | ' |
Accumulated deficit | 226 | ' |
Total stockholders’ equity | 267 | ' |
Total liabilities, redeemable common stock and stockholders’ equity | 285 | ' |
Restated and Revised | ' | ' |
Current assets: | ' | ' |
Cash and cash equivalents | 37,558 | ' |
Short-term investments | 36,874 | ' |
Restricted cash | 1,813 | ' |
Accounts receivable, net of allowance for doubtful accounts | 72,998 | ' |
Inventories | 58,227 | ' |
Prepaid expenses and other current assets | 8,863 | ' |
Total current assets | 216,333 | ' |
Long-term investments | 355 | ' |
Property, plant and equipment, net | 70,761 | ' |
Goodwill | ' | ' |
Other intangible assets, net | 17,362 | ' |
Other long-term assets | 1,318 | ' |
Total assets | 306,129 | ' |
Current liabilities: | ' | ' |
Accounts payable | 43,894 | ' |
Notes payable | 9,041 | ' |
Current portion of long-term debt | 8,785 | ' |
Accrued and other current liabilities | 20,530 | ' |
Total current liabilities | 82,250 | ' |
Long-term debt, net of current portion | 28,070 | ' |
Deferred income tax liabilities | 664 | ' |
Other noncurrent liabilities | 7,882 | ' |
Total liabilities | 118,866 | ' |
Redeemable common stock | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock, $0.0025 par value At June 30, 2013 and December 31, 2012: 10,000,000 shares authorized, no shares issued or outstanding | ' | ' |
Common stock, $0.0025 par value At June 30, 2013: 100,000,000 shares authorized, 30,971,280 shares issued and outstanding; At December 31, 2012: 100,000,000 shares authorized, 30,546,155 shares issued and outstanding | 77 | ' |
Additional paid-in capital | 443,157 | ' |
Accumulated other comprehensive income | 12,636 | ' |
Accumulated deficit | -268,607 | ' |
Total stockholders’ equity | 187,263 | ' |
Total liabilities, redeemable common stock and stockholders’ equity | $306,129 | ' |
Restatement_and_Revisions_on_t1
Restatement and Revisions on the Condensed Consolidated Balance Sheets (Parenthetical) (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
Preferred stock, par value | $0.00 | $0.00 |
Common stock, par value | $0.00 | $0.00 |
Restatement_on_the_Condensed_C
Restatement on the Condensed Consolidated Statements of Operations (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Revenue | $74,990 | $63,025 | $131,053 | $117,248 |
Cost of goods sold | 59,389 | 47,837 | 103,695 | 90,654 |
Gross profit | 15,601 | 15,188 | 27,358 | 26,594 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 11,087 | 9,322 | 20,794 | 19,860 |
Sales and marketing | 3,349 | 3,406 | 6,935 | 6,429 |
General and administrative | 7,889 | 6,409 | 13,273 | 13,140 |
Amortization of purchased intangible assets | 426 | 321 | 747 | 675 |
Total operating expenses | 23,432 | 18,467 | 46,940 | 41,414 |
Loss from operations | -7,831 | -3,279 | -19,582 | -14,820 |
Interest income | 72 | 145 | 203 | 277 |
Interest expense | -342 | -145 | -505 | -299 |
Other expense, net | -273 | ' | -547 | -275 |
Total interest and other expense, net | -543 | ' | -849 | -297 |
Loss before income taxes | -8,374 | -3,279 | -20,431 | -15,117 |
Benefit (provision) for income taxes | 90 | -377 | -93 | -317 |
Net loss | -8,284 | -3,656 | -20,524 | -15,264 |
Weighted average shares used to compute basic and diluted net loss per share | 30,779,730 | 28,402,929 | 30,677,449 | 26,636,807 |
Previously Reported | ' | ' | ' | ' |
Revenue | 74,990 | ' | 131,053 | ' |
Cost of goods sold | 59,805 | ' | 104,138 | ' |
Gross profit | 15,185 | ' | 26,915 | ' |
Operating expenses: | ' | ' | ' | ' |
Research and development | 11,311 | ' | 21,018 | ' |
Sales and marketing | 3,369 | ' | 6,955 | ' |
General and administrative | 8,470 | ' | 17,340 | ' |
Amortization of purchased intangible assets | 362 | ' | 683 | ' |
Total operating expenses | 23,512 | ' | 45,996 | ' |
Loss from operations | -8,327 | ' | -19,081 | ' |
Interest income | 72 | ' | 203 | ' |
Interest expense | -342 | ' | -505 | ' |
Other expense, net | -273 | ' | -547 | ' |
Total interest and other expense, net | -543 | ' | -849 | ' |
Loss before income taxes | -8,870 | ' | -19,930 | ' |
Benefit (provision) for income taxes | -662 | ' | -66 | ' |
Net loss | -9,532 | ' | -19,996 | ' |
Net loss | ($0.31) | ' | ($0.65) | ' |
Weighted average shares used to compute basic and diluted net loss per share | 30,779,730 | ' | 30,677,449 | ' |
Corrections | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' |
Cost of goods sold | 1 | ' | -26 | ' |
Gross profit | -1 | ' | 26 | ' |
Operating expenses: | ' | ' | ' | ' |
Research and development | -245 | ' | -245 | ' |
Sales and marketing | -20 | ' | -20 | ' |
General and administrative | 21 | ' | 1,045 | ' |
Amortization of purchased intangible assets | ' | ' | ' | ' |
Total operating expenses | -244 | ' | 780 | ' |
Loss from operations | 243 | ' | -754 | ' |
Interest income | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' |
Other expense, net | ' | ' | ' | ' |
Total interest and other expense, net | ' | ' | ' | ' |
Loss before income taxes | 243 | ' | -754 | ' |
Benefit (provision) for income taxes | ' | ' | ' | ' |
Net loss | 243 | ' | -754 | ' |
Net loss | ' | ' | ' | ' |
Weighted average shares used to compute basic and diluted net loss per share | ' | ' | ' | ' |
Revision for Measurement Period Adjustments | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' |
Cost of goods sold | -417 | ' | -417 | ' |
Gross profit | 417 | ' | 417 | ' |
Operating expenses: | ' | ' | ' | ' |
Research and development | 21 | ' | 21 | ' |
Sales and marketing | ' | ' | ' | ' |
General and administrative | 79 | ' | 79 | ' |
Amortization of purchased intangible assets | 64 | ' | 64 | ' |
Total operating expenses | 164 | ' | 164 | ' |
Loss from operations | 253 | ' | 253 | ' |
Interest income | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' |
Other expense, net | ' | ' | ' | ' |
Total interest and other expense, net | ' | ' | ' | ' |
Loss before income taxes | 253 | ' | 253 | ' |
Benefit (provision) for income taxes | 752 | ' | -27 | ' |
Net loss | 1,005 | ' | 226 | ' |
Restated and Revised | ' | ' | ' | ' |
Revenue | 74,990 | ' | 131,053 | ' |
Cost of goods sold | 59,389 | ' | 103,695 | ' |
Gross profit | 15,601 | ' | 27,358 | ' |
Operating expenses: | ' | ' | ' | ' |
Research and development | 11,087 | ' | 20,794 | ' |
Sales and marketing | 3,349 | ' | 6,935 | ' |
General and administrative | 8,570 | ' | 18,464 | ' |
Amortization of purchased intangible assets | 426 | ' | 747 | ' |
Total operating expenses | 23,432 | ' | 46,940 | ' |
Loss from operations | -7,831 | ' | -19,582 | ' |
Interest income | 72 | ' | 203 | ' |
Interest expense | -342 | ' | -505 | ' |
Other expense, net | -273 | ' | -547 | ' |
Total interest and other expense, net | -543 | ' | -849 | ' |
Loss before income taxes | -8,374 | ' | -20,431 | ' |
Benefit (provision) for income taxes | 90 | ' | -93 | ' |
Net loss | ($8,284) | ' | ($20,524) | ' |
Net loss | ($0.27) | ' | ($0.67) | ' |
Weighted average shares used to compute basic and diluted net loss per share | 30,779,730 | ' | 30,677,449 | ' |
Restatement_on_the_Condensed_C1
Restatement on the Condensed Consolidated Statements of Comprehensive Loss (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Net loss | ($8,284) | ($3,656) | ($20,524) | ($15,264) |
Foreign currency translation adjustments | 689 | -472 | 861 | -347 |
Unrealized loss on investments, net of tax of $0 | -35 | -60 | -54 | 236 |
Comprehensive loss | -7,630 | -4,188 | -19,717 | -15,375 |
Previously Reported | ' | ' | ' | ' |
Net loss | -9,532 | ' | -19,996 | ' |
Foreign currency translation adjustments | 587 | ' | 747 | ' |
Unrealized loss on investments, net of tax of $0 | -35 | ' | -54 | ' |
Comprehensive loss | -8,980 | ' | -19,303 | ' |
Corrections | ' | ' | ' | ' |
Net loss | 243 | ' | -754 | ' |
Foreign currency translation adjustments | 61 | ' | 73 | ' |
Unrealized loss on investments, net of tax of $0 | ' | ' | ' | ' |
Comprehensive loss | 304 | ' | -681 | ' |
Revision for Measurement Period Adjustments | ' | ' | ' | ' |
Net loss | 1,005 | ' | 226 | ' |
Foreign currency translation adjustments | 41 | ' | 41 | ' |
Unrealized loss on investments, net of tax of $0 | ' | ' | ' | ' |
Comprehensive loss | 1,046 | ' | 267 | ' |
Restated and Revised | ' | ' | ' | ' |
Net loss | -8,284 | ' | -20,524 | ' |
Foreign currency translation adjustments | 689 | ' | 861 | ' |
Unrealized loss on investments, net of tax of $0 | -35 | ' | -54 | ' |
Comprehensive loss | ($7,630) | ' | ($19,717) | ' |
Restatement_on_the_Condensed_C2
Restatement on the Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Unrealized loss on investments, tax | $0 | $0 | $0 | $0 |
Restatement_and_Revisions_Cons
Restatement and Revisions Consolidated Statements of Cash Flows (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net loss | ($20,524) | ($15,264) |
Depreciation and amortization | 9,512 | 9,827 |
Stock-based compensation expense | 2,675 | 2,153 |
Deferred taxes | -6 | 387 |
Amortization of premiums and discounts on investments | 669 | 386 |
Allowance for doubtful accounts | -144 | 93 |
Write-down of inventories | 849 | 2,931 |
Others | 465 | 82 |
Change in assets and liabilities, net of effects of acquisitions: | ' | ' |
Accounts receivable | -1,766 | -6,771 |
Inventories | -1,577 | -8,081 |
Prepaid expenses and other current assets | 47 | -1,303 |
Accounts payable | 2,308 | 3,763 |
Accrued and other liabilities | 104 | 733 |
Net cash used in operating activities | -4,106 | -11,814 |
Cash flows from investing activities | ' | ' |
Purchase of property, plant and equipment | -10,545 | -4,965 |
Proceeds from disposition of property, plant and equipment | 92 | ' |
Purchase of marketable securities | -48,771 | -112,773 |
Proceeds from sale of marketable securities | 35,247 | 53,294 |
Proceeds from maturity of securities | 40,255 | 29,532 |
Decrease in restricted cash | 859 | 647 |
Acquisition, net of cash acquired | -14,979 | ' |
Net cash provided by (used in) investing activities | 2,158 | -32,440 |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of stock under ESPP | 1,162 | 923 |
Proceeds from bank loans | 26,443 | ' |
Repayment of bank loans | -22,360 | -2,500 |
Proceeds from issuance of notes payable | 9,471 | 12,759 |
Repayment of notes payable | -12,661 | -16,064 |
Net cash provided by financing activities | 2,627 | 34,942 |
Effect of exchange rates on cash and cash equivalents | -61 | 56 |
Net increase (decrease) in cash and cash equivalents | 618 | -9,256 |
Cash and cash equivalents at the beginning of the period | 36,940 | 32,485 |
Cash and cash equivalents at the end of the period | 37,558 | 23,229 |
Previously Reported | ' | ' |
Cash flows from operating activities | ' | ' |
Net loss | -19,996 | ' |
Depreciation and amortization | 9,769 | ' |
Stock-based compensation expense | 2,675 | ' |
Deferred taxes | -6 | ' |
Amortization of premiums and discounts on investments | 669 | ' |
Allowance for doubtful accounts | -144 | ' |
Write-down of inventories | 831 | ' |
Others | 471 | ' |
Change in assets and liabilities, net of effects of acquisitions: | ' | ' |
Accounts receivable | -1,766 | ' |
Inventories | -838 | ' |
Prepaid expenses and other current assets | -48 | ' |
Accounts payable | 4,346 | ' |
Accrued and other liabilities | -2,590 | ' |
Net cash used in operating activities | -4,103 | ' |
Cash flows from investing activities | ' | ' |
Purchase of property, plant and equipment | -10,300 | ' |
Proceeds from disposition of property, plant and equipment | 92 | ' |
Purchase of marketable securities | -48,771 | ' |
Proceeds from sale of marketable securities | 35,247 | ' |
Proceeds from maturity of securities | 40,255 | ' |
Decrease in restricted cash | 859 | ' |
Acquisition, net of cash acquired | -14,928 | ' |
Net cash provided by (used in) investing activities | 2,454 | ' |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of stock under ESPP | 1,162 | ' |
Proceeds from bank loans | 40,000 | ' |
Repayment of bank loans | -35,917 | ' |
Proceeds from issuance of notes payable | 9,471 | ' |
Repayment of notes payable | -12,661 | ' |
Net cash provided by financing activities | 2,627 | ' |
Effect of exchange rates on cash and cash equivalents | -61 | ' |
Net increase (decrease) in cash and cash equivalents | 917 | ' |
Cash and cash equivalents at the beginning of the period | 36,940 | ' |
Cash and cash equivalents at the end of the period | 37,857 | ' |
Corrections | ' | ' |
Cash flows from operating activities | ' | ' |
Net loss | -754 | ' |
Depreciation and amortization | -546 | ' |
Stock-based compensation expense | ' | ' |
Deferred taxes | ' | ' |
Amortization of premiums and discounts on investments | ' | ' |
Allowance for doubtful accounts | ' | ' |
Write-down of inventories | ' | ' |
Others | ' | ' |
Change in assets and liabilities, net of effects of acquisitions: | ' | ' |
Accounts receivable | ' | ' |
Inventories | -187 | ' |
Prepaid expenses and other current assets | 97 | ' |
Accounts payable | -2,038 | ' |
Accrued and other liabilities | 2,667 | ' |
Net cash used in operating activities | -3 | ' |
Cash flows from investing activities | ' | ' |
Purchase of property, plant and equipment | -245 | ' |
Proceeds from disposition of property, plant and equipment | ' | ' |
Purchase of marketable securities | ' | ' |
Proceeds from sale of marketable securities | ' | ' |
Proceeds from maturity of securities | ' | ' |
Decrease in restricted cash | ' | ' |
Acquisition, net of cash acquired | -51 | ' |
Net cash provided by (used in) investing activities | -296 | ' |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of stock under ESPP | ' | ' |
Proceeds from bank loans | -13,557 | ' |
Repayment of bank loans | 13,557 | ' |
Proceeds from issuance of notes payable | ' | ' |
Repayment of notes payable | ' | ' |
Net cash provided by financing activities | ' | ' |
Effect of exchange rates on cash and cash equivalents | ' | ' |
Net increase (decrease) in cash and cash equivalents | -299 | ' |
Cash and cash equivalents at the beginning of the period | ' | ' |
Cash and cash equivalents at the end of the period | -299 | ' |
Revision for Measurement Period Adjustments | ' | ' |
Cash flows from operating activities | ' | ' |
Net loss | 226 | ' |
Depreciation and amortization | 289 | ' |
Stock-based compensation expense | ' | ' |
Deferred taxes | ' | ' |
Amortization of premiums and discounts on investments | ' | ' |
Allowance for doubtful accounts | ' | ' |
Write-down of inventories | 18 | ' |
Others | -6 | ' |
Change in assets and liabilities, net of effects of acquisitions: | ' | ' |
Accounts receivable | ' | ' |
Inventories | -552 | ' |
Prepaid expenses and other current assets | -2 | ' |
Accounts payable | ' | ' |
Accrued and other liabilities | 27 | ' |
Net cash used in operating activities | ' | ' |
Cash flows from investing activities | ' | ' |
Purchase of property, plant and equipment | ' | ' |
Proceeds from disposition of property, plant and equipment | ' | ' |
Purchase of marketable securities | ' | ' |
Proceeds from sale of marketable securities | ' | ' |
Proceeds from maturity of securities | ' | ' |
Decrease in restricted cash | ' | ' |
Acquisition, net of cash acquired | ' | ' |
Net cash provided by (used in) investing activities | ' | ' |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of stock under ESPP | ' | ' |
Proceeds from bank loans | ' | ' |
Repayment of bank loans | ' | ' |
Proceeds from issuance of notes payable | ' | ' |
Repayment of notes payable | ' | ' |
Net cash provided by financing activities | ' | ' |
Effect of exchange rates on cash and cash equivalents | ' | ' |
Net increase (decrease) in cash and cash equivalents | ' | ' |
Cash and cash equivalents at the beginning of the period | ' | ' |
Cash and cash equivalents at the end of the period | ' | ' |
Restated and Revised | ' | ' |
Cash flows from operating activities | ' | ' |
Net loss | -20,524 | ' |
Depreciation and amortization | 9,512 | ' |
Stock-based compensation expense | 2,675 | ' |
Deferred taxes | -6 | ' |
Amortization of premiums and discounts on investments | 669 | ' |
Allowance for doubtful accounts | -144 | ' |
Write-down of inventories | 849 | ' |
Others | 465 | ' |
Change in assets and liabilities, net of effects of acquisitions: | ' | ' |
Accounts receivable | -1,766 | ' |
Inventories | -1,577 | ' |
Prepaid expenses and other current assets | 47 | ' |
Accounts payable | 2,308 | ' |
Accrued and other liabilities | 104 | ' |
Net cash used in operating activities | -4,106 | ' |
Cash flows from investing activities | ' | ' |
Purchase of property, plant and equipment | -10,545 | ' |
Proceeds from disposition of property, plant and equipment | 92 | ' |
Purchase of marketable securities | -48,771 | ' |
Proceeds from sale of marketable securities | 35,247 | ' |
Proceeds from maturity of securities | 40,255 | ' |
Decrease in restricted cash | 859 | ' |
Acquisition, net of cash acquired | -14,979 | ' |
Net cash provided by (used in) investing activities | 2,158 | ' |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of stock under ESPP | 1,162 | ' |
Proceeds from bank loans | 26,443 | ' |
Repayment of bank loans | -22,360 | ' |
Proceeds from issuance of notes payable | 9,471 | ' |
Repayment of notes payable | -12,661 | ' |
Net cash provided by financing activities | 2,627 | ' |
Effect of exchange rates on cash and cash equivalents | -61 | ' |
Net increase (decrease) in cash and cash equivalents | 618 | ' |
Cash and cash equivalents at the beginning of the period | 36,940 | ' |
Cash and cash equivalents at the end of the period | $37,558 | ' |
Restatement_and_Revision_of_Un2
Restatement and Revision of Unaudited Condensed Consolidated Financial Statements - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2012 | |
Total current liabilities | $82,250,000 | ' | $82,250,000 | ' | $73,270,000 |
Cost of goods sold | 59,389,000 | 47,837,000 | 103,695,000 | 90,654,000 | ' |
Research and development | 11,087,000 | 9,322,000 | 20,794,000 | 19,860,000 | ' |
Acquisition, net of cash acquired | ' | ' | 14,979,000 | ' | ' |
Current portion of long-term debt | 8,785,000 | ' | 8,785,000 | ' | 5,000,000 |
Total operating expenses | 23,432,000 | 18,467,000 | 46,940,000 | 41,414,000 | ' |
Cash and cash equivalents | 37,558,000 | ' | 37,558,000 | ' | 36,940,000 |
Accounts payable | ' | ' | 2,308,000 | 3,763,000 | ' |
Accrued and other liabilities | ' | ' | 104,000 | 733,000 | ' |
Repayment of bank loans | ' | ' | -22,360,000 | -2,500,000 | ' |
Proceeds from bank loans | ' | ' | 26,443,000 | ' | ' |
Long-term debt, net of current portion | 28,070,000 | ' | 28,070,000 | ' | 17,167,000 |
Property, plant and equipment, net | 70,761,000 | ' | 70,761,000 | ' | 54,440,000 |
Other noncurrent liabilities | 1,348,000 | ' | 1,348,000 | ' | 1,536,000 |
Additional paid-in capital | 443,157,000 | ' | 443,157,000 | ' | 438,858,000 |
Purchase Accounting Corrections | ' | ' | ' | ' | ' |
Real estate registration tax | ' | ' | 500,000 | ' | ' |
Real estate acquisition tax | ' | ' | 800,000 | ' | ' |
Goodwill | -2,100,000 | ' | -2,100,000 | ' | ' |
Total current liabilities | 100,000 | ' | 100,000 | ' | ' |
Cost of goods sold | -100,000 | ' | -100,000 | ' | ' |
Research and development | -200,000 | ' | -200,000 | ' | ' |
Acquisition, net of cash acquired | ' | ' | 900,000 | ' | ' |
Classification Corrections | ' | ' | ' | ' | ' |
Cost of goods sold | 100,000 | ' | 300,000 | ' | ' |
Long term assets related to pension obligation | -2,100,000 | ' | -2,100,000 | ' | ' |
Current portion of long-term debt | 1,750,000 | ' | 1,750,000 | ' | ' |
Total operating expenses | 100,000 | ' | 300,000 | ' | ' |
Cash and cash equivalents | -299,000 | ' | -299,000 | ' | ' |
Accounts payable | ' | ' | -1,700,000 | ' | ' |
Accrued and other liabilities | ' | ' | 1,700,000 | ' | ' |
Repayment of bank loans | ' | ' | 13,600,000 | ' | ' |
Proceeds from bank loans | ' | ' | 20,900,000 | ' | ' |
Other Corrections | Asset Retirement Obligation Costs | ' | ' | ' | ' | ' |
Long-term debt, net of current portion | -300,000 | ' | -300,000 | ' | ' |
Other Corrections | Software Service, Support and Maintenance Arrangement | ' | ' | ' | ' | ' |
Property, plant and equipment, net | -200,000 | ' | -200,000 | ' | ' |
Other Corrections | Vendors | ' | ' | ' | ' | ' |
Cost of goods sold | -200,000 | ' | -300,000 | ' | ' |
Total operating expenses | 100,000 | ' | 100,000 | ' | ' |
Penalty Payment Derivative | ' | ' | ' | ' | ' |
Other noncurrent liabilities | 138,000 | ' | 138,000 | ' | ' |
Penalty Payment Derivative | Embedded Derivative Financial Instruments | ' | ' | ' | ' | ' |
Redeemable common stock | -5,000,000 | ' | -5,000,000 | ' | ' |
Additional paid-in capital | $4,862,000 | ' | $4,862,000 | ' | ' |
Effect_of_Reclassification_on_
Effect of Reclassification on Balance Sheet (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other noncurrent liabilities | $7,882 | $1,862 |
Additional paid-in capital | 443,157 | 438,858 |
Previously Reported | ' | ' |
Other noncurrent liabilities | 10,030 | 1,724 |
Redeemable common stock | 5,000 | 5,000 |
Additional paid-in capital | $438,295 | $433,996 |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) | 6 Months Ended | |||
Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | |
USD ($) | Segment, Discontinued Operations | Segment, Discontinued Operations | Segment, Discontinued Operations | |
USD ($) | CNY | USD ($) | ||
Discontinued Operations [Line Items] | ' | ' | ' | ' |
Sale of equity interest | ' | 100.00% | 100.00% | ' |
Proceed from sale of Business | ' | $2,100,000 | 13,000,000 | ' |
Discontinued operations gain on disposal, net of tax | $636,000 | ' | ' | $600,000 |
Date of agreement for sale of business | ' | 11-Jan-12 | 11-Jan-12 | ' |
Closing date of agreement for sale of business | ' | 13-Mar-12 | 13-Mar-12 | ' |
Revenue_and_Components_of_Net_
Revenue and Components of Net Income Related to Discontinued Operations (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Revenue | ' | ' | ' | $590 |
Income from discontinued operations before income taxes | ' | ' | ' | 284 |
Provision for income taxes | ' | ' | ' | -114 |
Income from discontinued operations | ' | ' | ' | $170 |
Summary_of_Unrealized_Gains_an
Summary of Unrealized Gains and Losses Related to Cash Equivalents and Investments in Marketable Securities (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | $36,872 | $64,246 | ||
Gross Unrealized Gains | 26 | 67 | ||
Gross Unrealized Losses | -13 | -1 | ||
Fair Value | 36,885 | [1] | 64,312 | [1] |
Cash and Cash Equivalents | Money Market Funds | ' | ' | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 11 | 11 | ||
Gross Unrealized Gains | ' | ' | ||
Gross Unrealized Losses | ' | ' | ||
Fair Value | 11 | 11 | ||
Short-term Investments | ' | ' | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 36,861 | 64,235 | ||
Gross Unrealized Gains | 26 | 67 | ||
Gross Unrealized Losses | -13 | -1 | ||
Fair Value | 36,874 | 64,301 | ||
Short-term Investments | Money Market Funds | ' | ' | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 13,098 | 7,259 | ||
Gross Unrealized Gains | ' | ' | ||
Gross Unrealized Losses | ' | ' | ||
Fair Value | 13,098 | 7,259 | ||
Short-term Investments | Corporate Bond Securities | ' | ' | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 13,657 | 23,151 | ||
Gross Unrealized Gains | 20 | 43 | ||
Gross Unrealized Losses | -3 | -1 | ||
Fair Value | 13,674 | 23,193 | ||
Short-term Investments | U.S. Federal Agencies | ' | ' | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 3,060 | 27,241 | ||
Gross Unrealized Gains | 1 | 10 | ||
Gross Unrealized Losses | ' | ' | ||
Fair Value | 3,061 | 27,251 | ||
Short-term Investments | Foreign Bonds and Notes | ' | ' | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 5,245 | 4,682 | ||
Gross Unrealized Gains | 5 | 14 | ||
Gross Unrealized Losses | -10 | ' | ||
Fair Value | 5,240 | 4,696 | ||
Short-term Investments | Municipal Obligations | ' | ' | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 1,801 | 1,902 | ||
Gross Unrealized Gains | ' | ' | ||
Gross Unrealized Losses | ' | ' | ||
Fair Value | $1,801 | $1,902 | ||
[1] | Interest income receivable included in total investments balance was $0.2 million and $0.4 million at June 30, 2013 and December 31, 2012, respectively. |
Summary_of_Unrealized_Gains_an1
Summary of Unrealized Gains and Losses Related to Cash Equivalents and Investments in Marketable Securities (Parenthetical) (Detail) (Available-for-sale Securities, USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Available-for-sale Securities | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Interest income receivable | $0.20 | $0.40 |
Maturities_of_Short_Term_Inves
Maturities of Short Term Investments (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule Of Investments [Line Items] | ' | ' |
Less than 1 year | $33,090 | $51,861 |
Due in 1 to 2 years | ' | 10,550 |
Due in 2 to 5 years | 1,994 | ' |
Due after 5 years | 1,801 | 1,901 |
Total | $36,885 | $64,312 |
Fair_Value_of_Financial_Assets
Fair Value of Financial Assets (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | $36,885 | $64,312 |
Fair Value, Inputs, Level 1 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 13,109 | 7,270 |
Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 23,776 | 57,042 |
Fair Value, Inputs, Level 3 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Money Market Funds | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 13,109 | 7,270 |
Money Market Funds | Fair Value, Inputs, Level 1 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 13,109 | 7,270 |
Money Market Funds | Fair Value, Inputs, Level 3 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Corporate Bond Securities | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 13,674 | 23,193 |
Corporate Bond Securities | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 13,674 | 23,193 |
Corporate Bond Securities | Fair Value, Inputs, Level 3 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
U.S. Federal Agencies | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 3,061 | 27,251 |
U.S. Federal Agencies | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 3,061 | 27,251 |
U.S. Federal Agencies | Fair Value, Inputs, Level 3 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Foreign Bonds and Notes | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 5,240 | 4,696 |
Foreign Bonds and Notes | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 5,240 | 4,696 |
Foreign Bonds and Notes | Fair Value, Inputs, Level 3 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Municipal Obligations | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 1,801 | 1,902 |
Municipal Obligations | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 1,801 | 1,902 |
Municipal Obligations | Fair Value, Inputs, Level 3 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Cash_Equivalents_and_Investmen2
Cash Equivalents and Investments and Fair Value Disclosures - Additional Information (Detail) (Fair Value, Inputs, Level 2, USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Time deposits | $6.40 | $14.70 |
Fair_Value_of_Financial_Liabil
Fair Value of Financial Liabilities (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Contingent Consideration | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | $959 | $959 |
Penalty Payment Derivative | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | 138 | 138 |
Fair Value, Inputs, Level 1 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | ' | ' |
Fair Value, Inputs, Level 1 | Contingent Consideration | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | ' | ' |
Fair Value, Inputs, Level 1 | Penalty Payment Derivative | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | ' | ' |
Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | ' | ' |
Fair Value, Inputs, Level 2 | Contingent Consideration | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | ' | ' |
Fair Value, Inputs, Level 2 | Penalty Payment Derivative | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | ' | ' |
Fair Value, Inputs, Level 3 | Contingent Consideration | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | 959 | 959 |
Fair Value, Inputs, Level 3 | Penalty Payment Derivative | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | $138 | $138 |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Net Loss Per Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Numerator: | ' | ' | ' | ' |
Loss from continuing operations | ($8,284) | ($3,656) | ($20,524) | ($15,434) |
Income from discontinued operations | ' | ' | ' | 170 |
Net loss | ($8,284) | ($3,656) | ($20,524) | ($15,264) |
Denominator: | ' | ' | ' | ' |
Basic and diluted | 30,779,730 | 28,402,929 | 30,677,449 | 26,636,807 |
Basic and diluted net income (loss) per share: | ' | ' | ' | ' |
Continuing operations | ($0.27) | ($0.13) | ($0.67) | ($0.58) |
Discontinued operations | ' | ' | ' | $0.01 |
Net loss | ($0.27) | ($0.13) | ($0.67) | ($0.57) |
Potentially_Dilutive_Securitie
Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) | 6 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities, excluded from computation of diluted net income (loss) per share | 4,883,047 | 3,591,030 |
Employee Stock Option | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities, excluded from computation of diluted net income (loss) per share | 3,780,345 | 2,668,630 |
Restricted Stock Units (RSUs) | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities, excluded from computation of diluted net income (loss) per share | 853,129 | 648,404 |
Employee Stock Purchase Plan | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities, excluded from computation of diluted net income (loss) per share | 245,091 | 269,514 |
Common Stock Warrants | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities, excluded from computation of diluted net income (loss) per share | 4,482 | 4,482 |
Business_Combination_Additiona
Business Combination - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||||||||
Mar. 29, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Mar. 29, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Mar. 29, 2013 | Sep. 30, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Jun. 30, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | ||
USD ($) | USD ($) | USD ($) | Inventory | Property, plant and equipment | Pro Forma | Pro Forma | Pro Forma | Pro Forma | Pro Forma | Pro Forma | Pro Forma | Pro Forma | Pro Forma | Pro Forma | Customer Relationships | Customer Relationships | Minimum | Minimum | Maximum | Maximum | Notes Payable | Other Liability | To be paid in three equal installments | To be paid in three equal installments | ||||||
USD ($) | USD ($) | One Time Charges and Amortization of Fair Value Adjustments | One Time Charges and Amortization of Fair Value Adjustments | One Time Charges and Amortization of Fair Value Adjustments | One Time Charges and Amortization of Fair Value Adjustments | One Time Charges and Amortization of Fair Value Adjustments | One Time Charges and Amortization of Fair Value Adjustments | One Time Charges and Amortization of Fair Value Adjustments | One Time Charges and Amortization of Fair Value Adjustments | One Time Charges and Amortization of Fair Value Adjustments | One Time Charges and Amortization of Fair Value Adjustments | USD ($) | Developed Technology Rights | Developed Technology Rights | USD ($) | USD ($) | Notes Payable | Notes Payable | ||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | Elimination | Elimination | Elimination | Elimination | Depreciation And Amortization Adjustments Related To Acquisition | Depreciation And Amortization Adjustments Related To Acquisition | USD ($) | JPY (¥) | |||||||||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | ' | $24,258,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition, net of cash acquired | ' | ' | ' | 14,979,000 | ' | 14,979,000 | ' | 14,979,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities assumed | ' | ' | ' | ' | ' | 8,819,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,130,000 | 1,800,000 | 11,100,000 | 1,050,000,000 |
Withheld and placed into escrow | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of notes unpaid balance per year | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related transaction costs | ' | 681,000 | 312,000 | 5,191,000 | 706,000 | ' | ' | 5,200,000 | ' | ' | ' | 200,000 | ' | 800,000 | 700,000 | ' | 5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | 11,400,000 | 11,400,000 | ' | ' | ' | ' | ' | ' | ' | -1,000,000 | -1,900,000 | -1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | '10 years | ' | ' | ' | ' | ' |
Royalty rate on total revenue | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | ' | ' | '4 years | ' | '5 years | ' | ' | ' | ' |
Weighted average amortization period for intangible assets | '5 years 4 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of goods sold | ' | 59,389,000 | 47,837,000 | 103,695,000 | 90,654,000 | ' | ' | ' | ' | ' | -2,100,000 | 1,400,000 | -2,100,000 | 4,000,000 | ' | -900,000 | -1,800,000 | -1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total operating expenses | ' | 23,432,000 | 18,467,000 | 46,940,000 | 41,414,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -200,000 | -200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net of amortization included decrease in fair value of assets | ' | ' | ' | ' | ' | ' | ' | ' | $5,900,000 | $2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition_Accounting_and_Tan
Acquisition Accounting and Tangible and Intangible Assets Acquired (Detail) (USD $) | 1 Months Ended | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2013 | Jun. 30, 2013 | |
Business Acquisition [Line Items] | ' | ' | |
Acquisition, net of cash acquired | ' | $14,979 | |
NeoPhotonics Semiconductor | ' | ' | |
Business Acquisition [Line Items] | ' | ' | |
Acquisition, net of cash acquired | 14,979 | 14,979 | |
Net receivable from Lapis | ' | -1,851 | |
Liabilities assumed | 8,819 | ' | |
Total purchase consideration | 24,258 | ' | |
Inventory | ' | 13,309 | |
Other current assets | ' | 35 | |
Land, property, plant and equipment | ' | 14,433 | [1] |
Total intangible assets acquired | ' | 33,077 | |
NeoPhotonics Semiconductor | Developed Technology Rights | ' | ' | |
Business Acquisition [Line Items] | ' | ' | |
Total intangible assets acquired | ' | 2,120 | |
NeoPhotonics Semiconductor | Customer Relationships | ' | ' | |
Business Acquisition [Line Items] | ' | ' | |
Total intangible assets acquired | ' | 3,180 | |
NeoPhotonics Semiconductor | Notes Payable | ' | ' | |
Business Acquisition [Line Items] | ' | ' | |
Liabilities assumed | ' | 11,130 | |
NeoPhotonics Semiconductor | Other Liability | ' | ' | |
Business Acquisition [Line Items] | ' | ' | |
Liabilities assumed | 1,800 | ' | |
Pension and retirement obligations | 6,471 | ' | |
Other compensation-related liabilities | 1,083 | ' | |
Other current liabilities | $1,265 | ' | |
[1] | Includes land of $3.5 million, buildings of $3.9 million and machinery, equipment, furniture and fixtures of $7.0 million. |
Acquisition_Accounting_and_Tan1
Acquisition Accounting and Tangible and Intangible Assets Acquired (Parenthetical) (Detail) (NeoPhotonics Semiconductor, USD $) | Jun. 30, 2013 |
In Millions, unless otherwise specified | |
NeoPhotonics Semiconductor | ' |
Business Acquisition [Line Items] | ' |
Land | $3.50 |
Buildings | 3.9 |
Machinery, equipment, furniture and fixtures | $7 |
Pro_Forma_Results_of_Operation
Pro Forma Results of Operations (Detail) (NeoPhotonics Semiconductor, USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
NeoPhotonics Semiconductor | ' | ' | ' | ' |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' |
Revenue | $74,990 | $78,805 | $143,744 | $146,342 |
Net loss | ($5,519) | ($2,283) | ($10,796) | ($14,321) |
Basic and diluted net loss per share | ($0.18) | ($0.08) | ($0.35) | ($0.54) |
Accounts_Receivable_Net_Detail
Accounts Receivable, Net (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Notes And Loans Receivable [Line Items] | ' | ' |
Accounts receivable | $68,265 | $66,338 |
Trade notes receivable | 5,457 | 4,979 |
Allowance for doubtful accounts | -724 | -963 |
Accounts Receivable, Net, Total | $72,998 | $70,354 |
Inventory_Detail
Inventory (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Inventory [Line Items] | ' | ' | ||
Raw materials | $22,532 | $20,520 | ||
Work in process | 19,350 | 8,603 | ||
Finished goods | 16,345 | [1] | 14,670 | [1] |
Inventories | $58,227 | $43,793 | ||
[1] | Finished goods inventory at offsite managed inventory locations was $4.4 million and $4.5 million as of June 30, 2013 and December 31, 2012, respectively. |
Inventory_Parenthetical_Detail
Inventory (Parenthetical) (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Finished goods, at vendor managed inventory locations | $4.40 | $4.50 |
Purchased_Intangible_Assets_De
Purchased Intangible Assets (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | $51,875 | $46,379 |
Accumulated Amortization | -34,513 | -32,166 |
Net Assets | 17,362 | 14,213 |
Technology and patents | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | 34,456 | 32,176 |
Accumulated Amortization | -24,399 | -22,869 |
Net Assets | 10,057 | 9,307 |
Customer Relationships | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | 15,083 | 11,898 |
Accumulated Amortization | -8,917 | -8,148 |
Net Assets | 6,166 | 3,750 |
Leasehold interest | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | 1,386 | 1,355 |
Accumulated Amortization | -247 | -241 |
Net Assets | 1,139 | 1,114 |
Noncompete agreements | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | 950 | 950 |
Accumulated Amortization | -950 | -908 |
Net Assets | ' | $42 |
Amortization_Expense_of_Compan
Amortization Expense of Company's Purchased Intangible Assets (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Finite Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Cost of goods sold | $772 | $616 | $1,200 | $1,214 |
Operating expenses | 426 | 321 | 747 | 675 |
Total | $1,198 | $937 | $1,947 | $1,889 |
Estimated_Future_Amortization_
Estimated Future Amortization Expense of Purchased Intangible Assets (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Expected Amortization Expense [Line Items] | ' | ' |
2013 (remaining 6 months) | $2,169 | ' |
2014 | 4,456 | ' |
2015 | 4,440 | ' |
2016 | 3,694 | ' |
2017 | 841 | ' |
Thereafter | 1,762 | ' |
Net Assets | $17,362 | $14,213 |
Accrued_and_Other_Current_Liab
Accrued and Other Current Liabilities (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Payable And Accrued Liabilities [Line Items] | ' | ' |
Employee-related | $9,935 | $12,293 |
Other | 10,595 | 7,666 |
Accrued and other current liabilities | $20,530 | $19,959 |
Other_Noncurrent_Liabilities_D
Other Noncurrent Liabilities (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other Non Current Liabilities [Line Items] | ' | ' |
Employee-related | $6,396 | $188 |
Payment penalty derivative (Note 11) | 138 | 138 |
Other | 1,348 | 1,536 |
Other noncurrent liabilities | $7,882 | $1,862 |
Summary_of_Movement_in_Warrant
Summary of Movement in Warranty Accrual (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Product Liability Contingency [Line Items] | ' | ' | ' | ' |
Beginning balance | $1,184 | $1,215 | $1,072 | $1,443 |
Warranty accruals | 408 | 134 | 434 | 153 |
Settlements and adjustments | -131 | -51 | -45 | -298 |
Ending balance | $1,461 | $1,298 | $1,461 | $1,298 |
Balance_Sheet_Components_Addit
Balance Sheet Components - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2013 | |
Summary Of Significant Accounting Policies [Line Items] | ' |
Product warranty period, minimum | '1 year |
Product warranty period, maximum | '2 years |
Components_of_Debt_Obligations
Components of Debt, Obligations, Weighted Average Interest Rate and Additional Fair Value Information Relating to Outstanding Debt Instruments (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Notes payable, carrying amount | $9,041 | $12,003 |
Short-term debt, carrying amount | 5,250 | 5,000 |
Total short-term debt, carrying amount | 8,785 | 5,000 |
Long-term debt, carrying amount | 21,000 | 17,167 |
Long term debt, non-current portion, carrying amount | 28,070 | 17,167 |
Notes payable, fair value | 9,041 | 12,003 |
Short-term debt, fair value | 5,250 | 4,892 |
Total short-term debt, fair value | 8,785 | 4,892 |
Long term debt, non-current portion, fair value | 21,000 | 16,336 |
Long term debt, fair value | 28,070 | 16,336 |
Short-term Debt | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted Average Interest Rate | 2.94% | 2.20% |
Total long-term debt | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted Average Interest Rate | 2.94% | 2.20% |
NeoPhotonics Semiconductor | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Notes payable, carrying amount | 3,535 | ' |
Long-term notes payable, carrying amount | 7,070 | 0 |
Notes payable, fair value | 3,535 | ' |
Long-term notes payable, fair value | $7,070 | $0 |
NeoPhotonics Semiconductor | Short-term Debt | Notes Payable | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted Average Interest Rate | 1.50% | ' |
NeoPhotonics Semiconductor | Total long-term debt | Notes Payable | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted Average Interest Rate | 1.50% | ' |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 20, 2007 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Mar. 29, 2013 | Jun. 30, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
USD ($) | USD ($) | Term Loan | Equipment | Libor Plus Rate | Libor Plus Rate | Libor Plus Rate | Libor Plus Rate | Capital expenditure, authorized | Base Rate | LIBOR | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Credit Facility | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | Series of Individually Immaterial Business Acquisitions | Series of Individually Immaterial Business Acquisitions | Series of Individually Immaterial Business Acquisitions | Series of Individually Immaterial Business Acquisitions | ||
USD ($) | USD ($) | Term Loan | Equipment | Equipment | Term Loan | Term Loan | Libor Plus Rate | Libor Plus Rate | Libor Plus Rate | Base Rate | LIBOR | USD ($) | Notes Payable | Current portion of long-term debt | Total long-term debt, net of current portion | To be paid in three equal installments | To be paid in three equal installments | USD ($) | Libor Plus Rate | Capital expenditure, authorized | Credit Facility | |||||||
USD ($) | Equipment | USD ($) | USD ($) | USD ($) | Notes Payable | Notes Payable | USD ($) | Libor Plus Rate | ||||||||||||||||||||
USD ($) | JPY (¥) | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,819,000 | $11,130,000 | $3,500,000 | $7,100,000 | $11,100,000 | ¥ 1,050,000,000 | ' | ' | ' | ' |
Obligation bears interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving line of credit, maximum borrowing capacity | ' | 0 | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility remaining borrowing capacity | ' | 20,000,000 | 0 | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,800,000 | ' |
Interest rate description | ' | ' | ' | ' | ' | 'Borrowings under this revolving line of credit include an interest rate option of a base rate as defined in the agreement plus 1.5% or LIBOR plus 2.5%. | 'Borrowings under this facility bear interest at a rate of LIBOR plus 2%. | 'Borrowings under the term loan include an interest rate option of a base rate as defined in the agreement plus 1.75% or LIBOR plus 2.75%. | 'Borrowings under this facility would bear interest at a rate of LIBOR plus 2%. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The advances bear interest at a rate of LIBOR plus 2%. | ' | ' |
Line of credit facility, rate | ' | ' | ' | ' | ' | ' | ' | 2.75% | ' | ' | 1.75% | 2.94% | ' | 2.50% | 2.00% | 2.00% | 1.50% | 2.69% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% |
Credit facility outstanding balance | ' | ' | ' | 26,300,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,200,000 | ' | ' | ' |
Line of credit facility, expiration date | ' | ' | ' | '2017-06 | ' | ' | ' | ' | ' | ' | ' | ' | '2016-03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Covenant Compliance | ' | 'The Company’s U.S. loan and security agreement requires it to maintain specified financial covenants, including a liquidity ratio, restricts its ability to incur additional debt or to engage in specified transactions and is secured by substantially all of its U.S. assets, other than intellectual property assets. As of June 30, 2013 and December 31, 2012, the Company was in compliance with the covenants contained in this agreement. | 'The Company’s U.S. loan and security agreement requires it to maintain specified financial covenants, including a liquidity ratio, restricts its ability to incur additional debt or to engage in specified transactions and is secured by substantially all of its U.S. assets, other than intellectual property assets. As of June 30, 2013 and December 31, 2012, the Company was in compliance with the covenants contained in this agreement. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant issued | 4,482 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrant | 29 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | ' | $1,813,000 | $2,626,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future_Minimum_Commitments_Und
Future Minimum Commitments Under All Operating Leases (Detail) (USD $) | Jun. 30, 2013 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | ' |
2013 (remaining 6 months) | $1,161 |
2014 | 1,583 |
2015 | 1,342 |
2016 | 744 |
2017 | 500 |
Thereafter | 968 |
Operating Leases, Future Minimum Payments Due, Total | $6,298 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
In Millions, unless otherwise specified | 5-May-10 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Oct. 12, 2011 |
Santur Corporation | Santur Corporation | Santur Corporation | ||||||
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Rent expense | ' | $0.50 | $0.50 | $1.10 | $1.10 | ' | ' | ' |
Agreement period not to refile claims | '90 day | ' | ' | ' | ' | ' | ' | ' |
Total outstanding purchase obligations | ' | 29.3 | ' | 29.3 | ' | ' | ' | ' |
Additional contingent payable amount | ' | ' | ' | ' | ' | ' | ' | 7.5 |
Fair value of contingent consideration | ' | ' | ' | ' | ' | $1 | $1 | ' |
Reserved_Shares_of_authorized_
Reserved Shares of authorized but Unissued Common Stock (Detail) | Jun. 30, 2013 |
Share Based Compensation Shares Authorized Under Award Type [Line Items] | ' |
Common stock | 7,070,867 |
Employee Stock Option | ' |
Share Based Compensation Shares Authorized Under Award Type [Line Items] | ' |
Common stock | 6,471,511 |
Employee Stock Purchase Plans | ' |
Share Based Compensation Shares Authorized Under Award Type [Line Items] | ' |
Common stock | 594,874 |
Common Stock Warrants | ' |
Share Based Compensation Shares Authorized Under Award Type [Line Items] | ' |
Common stock | 4,482 |
Stock_Option_and_Restricted_St
Stock Option and Restricted Stock Unit Activity (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Shares Available for Grant | ' | ' | ' | ' |
Beginning Balance | ' | ' | 382,668 | ' |
Authorized for issuance | ' | ' | 2,569,115 | ' |
Granted | ' | ' | -1,195,170 | ' |
Exercised/Converted | ' | ' | ' | ' |
Forfeited | ' | ' | 81,424 | ' |
Ending Balance | 1,838,037 | ' | 1,838,037 | ' |
Number of Shares | ' | ' | ' | ' |
Beginning Balance | ' | ' | 2,773,887 | ' |
Authorized for issuance | ' | ' | ' | ' |
Granted | ' | ' | 1,164,130 | ' |
Exercised/Converted | ' | ' | -120,697 | ' |
Forfeited | ' | ' | -36,975 | ' |
Ending Balance | 3,780,345 | ' | 3,780,345 | ' |
Weighted Average Exercise Price | ' | ' | ' | ' |
Beginning Balance | ' | ' | $5.87 | ' |
Granted | ' | ' | $5.20 | ' |
Exercised/Converted | ' | ' | $4.74 | ' |
Forfeited | ' | ' | $8.75 | ' |
Ending Balance | $5.67 | ' | $5.67 | ' |
Restricted Stock Units (RSUs) | ' | ' | ' | ' |
Number of Units | ' | ' | ' | ' |
Beginning Balance | ' | ' | 924,823 | ' |
Granted | ' | ' | 31,040 | ' |
Exercised/Converted | ' | ' | -54,634 | ' |
Forfeited | ' | ' | -48,100 | ' |
Ending Balance | 853,129 | ' | 853,129 | ' |
Weighted Average Grant Date Fair Value | ' | ' | ' | ' |
Beginning Balance | ' | ' | $5.84 | ' |
Granted | $8.09 | $4.50 | $7.16 | $5.99 |
Exercised/Converted | ' | ' | $5.80 | ' |
Forfeited | ' | ' | $5.90 | ' |
Ending Balance | $5.87 | ' | $5.87 | ' |
Summary_Information_about_Stoc
Summary Information about Stock Options Outstanding (Detail) (USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2013 |
Number of Shares | ' |
Vested and expected to vest | 3,289,893 |
Exercisable | 1,885,353 |
Weighted Average Exercise Price | ' |
Vested and expected to vest | $5.74 |
Exercisable | $5.74 |
Weighted Average Remaining Contractual Term (Years) | ' |
Vested and expected to vest | '6 years 10 months 13 days |
Exercisable | '5 years 4 months 21 days |
Aggregate Intrinsic Value (in Thousands) | ' |
Vested and expected to vest | $10,682 |
Exercisable | $6,380 |
Summarizes_Information_about_R
Summarizes Information about Restricted Stock Units Outstanding (Detail) (Restricted Stock Units (RSUs), USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2013 |
Restricted Stock Units (RSUs) | ' |
Number of shares | ' |
Vested and expected to vest | 799,382 |
Weighted Average Grant Date Fair Value | ' |
Vested and expected to vest | $5.87 |
Weighted Average Remaining Contractual Term (Years) | ' |
Vested and expected to vest | '10 months 28 days |
Aggregate Intrinsic Value | ' |
Vested and expected to vest | $6,947 |
Summarization_of_Companys_Stoc
Summarization of Company's Stock Appreciation Unit Activity (Detail) (Stock Appreciation Rights (SARs), USD $) | 1 Months Ended | 6 Months Ended |
Jun. 11, 2013 | Jun. 30, 2013 | |
Stock Appreciation Rights (SARs) | ' | ' |
Number of shares | ' | ' |
Beginning Balance | ' | 212,534 |
Granted | 250,000 | 250,000 |
Forfeited | ' | -14,244 |
Exercised/Converted | ' | -5,746 |
Ending Balance | ' | 442,544 |
Weighted-Average Exercise Price | ' | ' |
Beginning Balance | ' | $7.07 |
Granted | ' | $5.11 |
Forfeited | ' | $8.28 |
Exercised | ' | $4.42 |
Ending Balance | ' | $5.96 |
Summary_of_Information_about_S
Summary of Information about Stock Appreciation Units Outstanding (Detail) (Stock Appreciation Rights (SARs), USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2013 |
Stock Appreciation Rights (SARs) | ' |
Number of Units | ' |
Vested and expected to vest | 337,924 |
Exercisable | 173,824 |
Weighted Average Exercise Price | ' |
Vested and expected to vest | $6.22 |
Exercisable | $6.81 |
Weighted Average Remaining Contractual Term | ' |
Vested and expected to vest | '7 years 5 months 5 days |
Exercisable | '5 years 9 months 11 days |
Aggregate Intrinsic Value | ' |
Vested and expected to vest | $1,033 |
Exercisable | $496 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 6 Months Ended | |||||||||||||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Apr. 27, 2012 | Apr. 27, 2012 | Apr. 27, 2012 | Apr. 27, 2012 | Apr. 27, 2012 | Jun. 30, 2013 | Apr. 27, 2012 | |
Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Equity Incentive Programs | Equity Incentive Programs | Penalty Payment Derivative | Minimum | Embedded Derivative Financial Instruments | Private Placement | Private Placement | Private Placement | Private Placement | Private Placement | Private Placement | Private Placement | ||||||
Penalty Payment Derivative | Performance Guarantee | Performance Guarantee | Minimum | Minimum | Minimum | Embedded Derivative Financial Instruments | |||||||||||||||||||
General Working Capital And Research And Development Expenditures | Performance Guarantee | July 31, 2014 to March 31, 2015 | |||||||||||||||||||||||
Capital Additions | |||||||||||||||||||||||||
Class Of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,970,000 | ' | ' | ' | ' | ' | ' |
Common Stock Issue Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8 | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of common stock, gross amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $39,800,000 | ' | ' | ' | ' | ' | ' |
Common Stock Transfer Restriction Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' |
Contractual obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | 15,000,000 | ' | 15,000,000 | ' | 5,000,000 |
Percentage of research and development expenditure that must be spent inside Russia | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' |
Expected aggregate revenue from sales of its products in the Russian Federation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,800,000 | ' |
Investment obligation achievement date intended | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Mar-15 | ' | ' | ' | ' | ' | ' |
Other noncurrent liabilities | 138,000 | ' | 138,000 | ' | 138,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 138,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional paid-in capital | 443,157,000 | ' | 443,157,000 | ' | 438,858,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,862,000 | ' | ' | ' | ' | ' | ' | ' |
Targeted expansion completion date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Jul-14 | ' | ' | ' | ' | ' | ' |
Accumulated deficit subject to restriction | ' | ' | ' | ' | 6,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated profits | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Shares increased for issuance | ' | ' | 2,569,115 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock granted | ' | ' | 1,164,130 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,325,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of options exercised | 236,000 | 26,000 | 253,000 | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of units exercised | ' | ' | ' | ' | ' | $26,000 | $0 | $475,000 | $0 | $17,000 | $1,000 | $18,000 | $10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Expens
Stock-Based Compensation Expense (Detail) (Stock Based Compensation Expense, USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $1,473,000 | $1,009,000 | $2,675,000 | $2,153,000 |
Cost of Goods Sold | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 131,000 | 136,000 | 374,000 | 324,000 |
Research and Development Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 600,000 | 395,000 | 1,018,000 | 864,000 |
Selling and Marketing Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 344,000 | 205,000 | 582,000 | 414,000 |
General and Administrative Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $398,000 | $273,000 | $701,000 | $551,000 |
Summary_of_StockBased_Compensa
Summary of Stock-Based Compensation Expense Recognized for Stock Option (Detail) (Employee Stock Option, USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $580,000 | $529,000 | $1,084,000 | $1,067,000 |
Cost of Goods Sold | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 65,000 | 53,000 | 144,000 | 114,000 |
Research and Development Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 175,000 | 211,000 | 349,000 | 420,000 |
Selling and Marketing Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 135,000 | 90,000 | 213,000 | 184,000 |
General and Administrative Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $205,000 | $175,000 | $378,000 | $349,000 |
Stock_Based_Compensation_Addit
Stock Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 11, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Stock options granted | ' | ' | ' | 1,164,130 | ' | ' |
Discounted Employee Stock Purchase Plan | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Percentage on the stock purchase right | ' | ' | ' | 15.00% | ' | ' |
Call Option | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Percentage on the stock purchase right | ' | ' | ' | 85.00% | ' | ' |
Put Option | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Percentage on the stock purchase right | ' | ' | ' | 15.00% | ' | ' |
Employee Stock Option | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Fair Value of options granted | ' | $3.96 | $2.89 | $3.93 | $3.20 | ' |
Unrecognized stock-based compensation expense | ' | $6,500,000 | ' | $6,500,000 | ' | ' |
Remaining weighted-average period | ' | ' | ' | '4 years 7 months 6 days | ' | ' |
Allocated share based compensation expense | ' | 580,000 | 529,000 | 1,084,000 | 1,067,000 | ' |
Performance Vested Stock Options | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Fair Value of options granted | ' | $5.97 | ' | ' | ' | ' |
Stock options granted | 1,060,000 | ' | ' | ' | ' | ' |
Number of days for stock price to be traded above mentioned price | '20 days | ' | ' | ' | ' | ' |
Minimum closing stock price | $15 | ' | ' | ' | ' | ' |
Stock options vesting period | ' | '7 years | ' | ' | ' | ' |
Allocated share based compensation expense | ' | 28,000 | ' | ' | ' | ' |
Stock Appreciation Rights (SARs) | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Unrecognized stock-based compensation expense | ' | 100,000 | ' | 100,000 | ' | ' |
Remaining weighted-average period | ' | ' | ' | '10 months 24 days | ' | ' |
Number of days for stock price to be traded above mentioned price | '20 days | ' | ' | ' | ' | ' |
Minimum closing stock price | $15 | ' | ' | ' | ' | ' |
Allocated share based compensation expense | ' | 194,000 | -38,000 | 116,000 | -59,000 | ' |
Liability for Settlement | ' | 700,000 | ' | 700,000 | ' | 400,000 |
SARs granted | 250,000 | ' | ' | 250,000 | ' | ' |
Fair Value of SARs granted | ' | ' | ' | $5.11 | ' | ' |
Performance Accelerated Stock Appreciation Rights | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Allocated share based compensation expense | ' | 13,000 | ' | ' | ' | ' |
Fair Value of SARs granted | ' | $6.47 | ' | ' | ' | ' |
Employees Stock Purchase Rights | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Unrecognized stock-based compensation expense | ' | 200,000 | ' | 200,000 | ' | ' |
Allocated share based compensation expense | ' | 233,000 | 176,000 | 511,000 | 496,000 | ' |
Restricted Stock Units (RSUs) | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Unrecognized stock-based compensation expense | ' | 3,000,000 | ' | 3,000,000 | ' | ' |
Remaining weighted-average period | ' | ' | ' | '1 year 8 months 12 days | ' | ' |
Allocated share based compensation expense | ' | $466,000 | $342,000 | $964,000 | $649,000 | ' |
SARs granted | ' | ' | ' | 31,040 | ' | ' |
Fair Value of SARs granted | ' | $8.09 | $4.50 | $7.16 | $5.99 | ' |
Fair_Value_of_All_Employee_Sto
Fair Value of All Employee Stock Options (Detail) (Employee Stock Option) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Employee Stock Option | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Method Used [Line Items] | ' | ' | ' | ' |
Weighted-average expected term (years) | '6 years 3 months 18 days | '6 years 9 months 7 days | '6 years 4 months 2 days | '6 years 9 months 4 days |
Weighted-average volatility | 75.00% | 71.00% | 75.00% | 71.00% |
Risk-free interest rate Minimum | 1.12% | 1.52% | 1.08% | 1.35% |
Risk-free interest rate Maximum | 1.14% | 1.83% | 1.14% | 1.83% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Expense_Recognized_for_Stock_A
Expense Recognized for Stock Appreciation Units (Detail) (Stock Appreciation Rights (SARs), USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $194,000 | ($38,000) | $116,000 | ($59,000) |
Cost of Goods Sold | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | -63,000 | -35,000 | -87,000 | -40,000 |
Research and Development Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 147,000 | 1,000 | 115,000 | -8,000 |
Selling and Marketing Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 47,000 | -6,000 | 34,000 | -10,000 |
General and Administrative Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $63,000 | $2,000 | $54,000 | ($1,000) |
Estimated_Fair_Value_of_All_Em
Estimated Fair Value of All Employee Stock Appreciation Units Using Black-Scholes Valuation Model (Detail) (Stock Appreciation Rights (SARs)) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Stock Appreciation Rights (SARs) | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Method Used [Line Items] | ' | ' | ' | ' |
Weighted-average expected term (years) | '2 years 3 months 29 days | '3 years 4 months 2 days | '2 years 5 months 19 days | '3 years 4 months 6 days |
Weighted-average volatility | 57.00% | 68.00% | 60.00% | 69.00% |
Risk-free interest rate Minimum | 0.19% | 0.37% | 0.19% | 0.37% |
Risk-free interest rate Maximum | 0.30% | 0.64% | 0.46% | 1.04% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Components_of_Expense_Relating
Components of Expense Relating to ESPP (Detail) (Employees Stock Purchase Rights, USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $233,000 | $176,000 | $511,000 | $496,000 |
Cost of Goods Sold | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 75,000 | 54,000 | 155,000 | 121,000 |
Research and Development Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 100,000 | 77,000 | 220,000 | 253,000 |
Selling and Marketing Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 34,000 | 25,000 | 72,000 | 65,000 |
General and Administrative Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $24,000 | $20,000 | $64,000 | $57,000 |
Call_Option_and_Put_Option_wer
Call Option and Put Option were Valued Using Black-Scholes Option Pricing Model (Detail) (Employees Stock Purchase Rights) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Employees Stock Purchase Rights | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Method Used [Line Items] | ' | ' | ' | ' |
Weighted-average expected term (years) | '8 months 23 days | '9 months | '8 months 23 days | '9 months |
Weighted-average volatility | 48.00% | 71.00% | 48.00% | 71.00% |
Risk-free interest rate Minimum | 0.09% | 0.04% | 0.09% | 0.04% |
Risk-free interest rate Maximum | 0.16% | 0.15% | 0.16% | 0.15% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Recovered_Sheet1
Stock-based Compensation Expense Recognized for Restricted Stock Units (Detail) (Restricted Stock Units (RSUs), USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $466,000 | $342,000 | $964,000 | $649,000 |
Cost of Goods Sold | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 54,000 | 64,000 | 162,000 | 129,000 |
Research and Development Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 178,000 | 106,000 | 334,000 | 199,000 |
Selling and Marketing Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 128,000 | 96,000 | 263,000 | 175,000 |
General and Administrative Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $106,000 | $76,000 | $205,000 | $146,000 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Income Taxes [Line Items] | ' | ' | ' | ' |
Benefit (provision) for income taxes | $90 | ($377) | ($93) | ($317) |
Subsidiaries | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Statutory Tax Rate | ' | ' | 25.00% | ' |
Effective income tax rate | ' | ' | 15.00% | ' |
Income_Tax_Expense_Benefit_and
Income Tax Expense Benefit and Effective Tax Rate (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Income Tax Expense Benefit [Line Items] | ' | ' | ' | ' |
Benefit (provision) for income taxes | $90 | ($377) | ($93) | ($317) |
Pension_Additional_Information
Pension - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jun. 30, 2013 | Jun. 30, 2013 | Mar. 29, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | |
CompensationPlan | Subsequent Event | Lapis Semiconductor Co Ltd | Lapis Semiconductor Co Ltd | |||
Noncurrent Assets | ||||||
Pension And Other Postretirement Benefits Disclosure [Line Items] | ' | ' | ' | ' | ' | ' |
Number of Defined Benefit Pension Plans | ' | ' | 2 | ' | ' | ' |
Plan assets | ' | ' | ' | ' | ' | $1,900,000 |
Pension liability | 8,100,000 | 8,100,000 | ' | ' | 1,900,000 | ' |
Expected amount of future benefit obligation | 6,154,000 | 6,154,000 | ' | ' | ' | ' |
Net periodic pension costs | 97,000 | 97,000 | ' | ' | ' | ' |
Defined benefit plan employer contribution | ' | ' | ' | 624,000 | ' | ' |
Contribution benefit paid | $139,000 | ' | ' | ' | ' | ' |
Defined_Benefit_Plans_Anticipa
Defined Benefit Plans Anticipated Outflows (Detail) (USD $) | Jun. 30, 2013 |
In Thousands, unless otherwise specified | |
Defined Benefit Plan Estimated Future Benefits | ' |
2013 (remaining 6 months) | $102 |
2014 | 401 |
2015 | 193 |
2016 | 626 |
2017 | 843 |
Thereafter | 3,989 |
Expected amount of future benefit obligation | $6,154 |
Net_Periodic_Pension_Costs_Det
Net Periodic Pension Costs (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2013 | Jun. 30, 2013 | |
Summary Of Components Of Net Periodic Benefit Cost And Other Changes In Plan Assets And Benefit Obligations Recognized In Other Comprehensive Income [Line Items] | ' | ' |
Service costs | $88,000 | $88,000 |
Interest cost | 20,000 | 20,000 |
Expected return on plan assets | -11,000 | -11,000 |
Net periodic pension costs | $97,000 | $97,000 |
Restructuring_Charges_Addition
Restructuring Charges - Additional Information (Detail) (USD $) | Jun. 30, 2013 | Mar. 31, 2013 | Mar. 31, 2013 |
In Millions, unless otherwise specified | Facility | Restructuring | |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Restructuring charges related to factory impairment | ' | ' | $0.30 |
Number of facilities closed | ' | 1 | ' |
Restructuring Obligation | $0.30 | ' | ' |