Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Mar. 31, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
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 | ' | 31,664,151 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $43,656 | $36,940 |
Short-term investments | 26,908 | 64,301 |
Accounts receivable, net of allowance for doubtful accounts | 78,898 | 70,354 |
Inventories | 63,687 | 43,793 |
Prepaid expenses and other current assets | 10,285 | 10,256 |
Total current assets | 223,434 | 225,644 |
Property, plant and equipment, net | 70,818 | 54,440 |
Purchased intangible assets, net | 16,309 | 14,213 |
Other long-term assets | 1,836 | 1,335 |
Total assets | 312,397 | 295,632 |
Current liabilities: | ' | ' |
Accounts payable | 54,919 | 36,308 |
Notes payable | 7,954 | 12,003 |
Current portion of long-term debt | 10,570 | 5,000 |
Accrued and other current liabilities | 23,960 | 19,959 |
Total current liabilities | 97,403 | 73,270 |
Long-term debt, net of current portion | 26,390 | 17,167 |
Other noncurrent liabilities | 8,772 | 2,515 |
Total liabilities | 132,565 | 92,952 |
Commitments and contingencies (Note 8) | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock, $0.0025 par value 10,000,000 shares authorized, no shares issued or outstanding | ' | ' |
Common stock, $0.0025 par value. At September 30, 2013: 100,000,000 shares authorized, 31,304,853 shares issued and outstanding; At December 31, 2012: 100,000,000 shares authorized, 30,546,155 shares issued and outstanding | 78 | 76 |
Additional paid-in capital | 444,552 | 438,858 |
Accumulated other comprehensive income | 13,172 | 11,829 |
Accumulated deficit | -277,970 | -248,083 |
Total stockholders’ equity | 179,832 | 202,680 |
Total liabilities and stockholders’ equity | $312,397 | $295,632 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 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 | 31,304,853 | 30,546,155 |
Common stock, shares outstanding | 31,304,853 | 30,546,155 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue | $76,814 | $66,152 | $207,867 | $183,400 |
Cost of goods sold | 58,635 | 45,536 | 162,330 | 136,190 |
Gross profit | 18,179 | 20,616 | 45,537 | 47,210 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 12,227 | 9,893 | 33,021 | 29,753 |
Sales and marketing | 3,580 | 3,354 | 10,515 | 9,783 |
General and administrative | 8,905 | 6,530 | 21,853 | 19,704 |
Adjustment to fair value of contingent consideration | 1,026 | -850 | 1,026 | -246 |
Amortization of purchased intangible assets | 381 | 321 | 1,128 | 996 |
Restructuring charges | 450 | ' | 775 | ' |
Acquisition-related transaction costs | 126 | 240 | 5,317 | 912 |
Total operating expenses | 26,695 | 19,488 | 73,635 | 60,902 |
Income (loss) from operations | -8,516 | 1,128 | -28,098 | -13,692 |
Interest income | 66 | 147 | 269 | 424 |
Interest expense | -251 | -135 | -756 | -434 |
Other income (expense), net | 115 | 154 | -432 | -121 |
Total interest and other income (expense), net | -70 | 166 | -919 | -131 |
Income (loss) before income taxes | -8,586 | 1,294 | -29,017 | -13,823 |
Provision for income taxes | -777 | -571 | -870 | -888 |
Income (loss) from continuing operations | -9,363 | 723 | -29,887 | -14,711 |
Income from discontinued operations, net of tax (including gain on disposal of $636, net of tax, for the nine months ended September 30, 2012) | ' | ' | ' | 170 |
Net income (loss) | ($9,363) | $723 | ($29,887) | ($14,541) |
Basic and diluted net income (loss) per share attributable to NeoPhotonics Corporation common stockholders: | ' | ' | ' | ' |
Continuing operations | ($0.30) | $0.02 | ($0.97) | ($0.53) |
Discontinued operations | ' | ' | ' | $0.01 |
Net income (loss) | ($0.30) | $0.02 | ($0.97) | ($0.52) |
Weighted average shares used to compute net income (loss) per share attributable to NeoPhotonics Corporation common stockholders: | ' | ' | ' | ' |
Basic | 31,184,958 | 30,215,144 | 30,848,478 | 27,838,292 |
Diluted | 31,184,958 | 30,611,304 | 30,848,478 | 27,838,292 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Operations (Parenthetical) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2012 |
Discontinued operations gain on disposal, net of tax | $636 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net income (loss) | ($9,363) | $723 | ($29,887) | ($14,541) |
Foreign currency translation adjustments | 533 | -190 | 1,394 | -537 |
Unrealized gains (losses) on investments, net of tax of $0 | 3 | 163 | -51 | 399 |
Comprehensive income (loss) | ($8,827) | $696 | ($28,544) | ($14,679) |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Unrealized gains (losses) on investments, tax | $0 | $0 | $0 | $0 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net income (loss) | ($29,887) | ($14,541) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 14,863 | 14,302 |
Stock-based compensation expense | 4,265 | 3,435 |
Deferred taxes | -6 | 387 |
Write-down of inventories | 1,619 | 3,456 |
Amortization of premiums and discounts on investments | 859 | 675 |
Adjustment to fair value of penalty payment derivative | 100 | ' |
Gain on sale of discontinued operations | ' | -750 |
Allowance for doubtful accounts | -22 | 178 |
Others | 707 | 57 |
Change in assets and liabilities, net of effects of acquisitions: | ' | ' |
Accounts receivable | -7,629 | -481 |
Inventories | -7,802 | -12,686 |
Prepaid expenses and other assets | -1,556 | -2,562 |
Accounts payable | 13,732 | 141 |
Accrued and other current liabilities | 5,750 | 1,012 |
Net cash used in operating activities | -5,007 | -7,377 |
Cash flows from investing activities | ' | ' |
Purchase of property, plant and equipment | -14,346 | -8,963 |
Proceeds from disposition of property, plant and equipment | 92 | ' |
Purchase of marketable securities | -57,893 | -151,871 |
Proceeds from sale of marketable securities | 45,247 | 103,839 |
Proceeds from maturity of securities | 49,155 | 34,584 |
Decrease in restricted cash | 1,037 | 471 |
Acquisitions, net of cash acquired | -13,128 | ' |
Proceeds received on sale of discontinued operations, net of tax | ' | 1,825 |
Net cash provided by (used in) investing activities | 10,164 | -20,115 |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of common stock, net of issuance costs | ' | 39,636 |
Proceeds from exercise of stock options and issuance of stock under ESPP | 2,200 | 1,151 |
Shares repurchased for tax withholdings on vesting of restricted stock units | -483 | ' |
Proceeds from long-term debt | 26,443 | ' |
Repayment of long-term debt | -22,360 | -3,750 |
Proceeds from issuance of notes payable | 14,152 | 19,651 |
Repayment of notes payable | -18,457 | -23,098 |
Net cash provided by financing activities | 1,495 | 33,590 |
Effect of exchange rates on cash and cash equivalents | 64 | -4 |
Net increase in cash and cash equivalents | 6,716 | 6,094 |
Cash and cash equivalents at the beginning of the period | 36,940 | 32,485 |
Cash and cash equivalents at the end of the period | 43,656 | 38,579 |
Supplemental disclosure of noncash investing and financing activities: | ' | ' |
Issuance of notes to the seller of acquired business | $11,130 | ' |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Basis of Presentation and Significant Accounting Policies | ' | |||||||||||
Note 1. Basis of presentation and significant accounting policies | ||||||||||||
Basis of Presentation and Consolidation | ||||||||||||
The condensed consolidated financial statements of NeoPhotonics Corporation (“NeoPhotonics” or the “Company”) as of September 30, 2013 and December 31, 2012 and for the three and nine months ended September 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 nine months ended September 30, 2013 are not necessarily indicative of the results expected for the entire fiscal year. All significant intercompany accounts and transactions have been eliminated. | ||||||||||||
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 useful lives of property, plant and equipment and intangible assets as well as future cash flows to be generated by those assets; fair values of identifiable assets acquired and liabilities assumed in business combinations; allowances for doubtful accounts; valuation allowances for deferred tax assets; write off of excess and obsolete inventories and the valuations and recognition of stock-based compensation, among others. Actual results could differ from these estimates. | ||||||||||||
Revision of Prior Period Balance Sheet | ||||||||||||
As further described in Note 9, 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 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 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 | ||||||||||
Reported | Revised | |||||||||||
Other noncurrent liabilities | $ | 2,377 | -1 | $ | 2,515 | -1 | ||||||
Redeemable common stock | 5,000 | — | ||||||||||
Additional paid-in capital | 433,996 | 438,858 | ||||||||||
-1 | Includes long-term deferred tax liabilities of $653 to conform to the September 30, 2013 presentation. | |||||||||||
Summary of Significant Accounting Policies | ||||||||||||
Except as described in Note 9 “Private Sale of Common Stock”, there have been no changes in the Company’s significant accounting policies for the nine months ended September 30, 2013, as compared to the significant accounting policies described in its Annual Report on Form 10-K for the 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 on the Company’s consolidated financial statements. | ||||||||||||
In July 2013, the FASB issued amendments to the FASB 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 on the Company’s consolidated financial statements. |
Net_income_loss_per_share
Net income (loss) per share | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Net income (loss) per share | ' | |||||||||||||||
Note 2. Net income (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 | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Numerator: | ||||||||||||||||
Income (loss) from continuing operations | $ | (9,363 | ) | $ | 723 | $ | (29,887 | ) | $ | (14,711 | ) | |||||
Income from discontinued operations | - | - | - | 170 | ||||||||||||
Net income (loss) | $ | (9,363 | ) | $ | 723 | $ | (29,887 | ) | $ | (14,541 | ) | |||||
Denominator: | ||||||||||||||||
Weighted average shares used to compute basic net income (loss) per share | 31,184,958 | 30,215,144 | 30,848,478 | 27,838,292 | ||||||||||||
Weighted average shares used to compute diluted net income (loss) per share | 31,184,958 | 30,611,304 | 30,848,478 | 27,838,292 | ||||||||||||
Basic and diluted net income (loss) per share: | ||||||||||||||||
Continuing operations | $ | (0.30 | ) | $ | 0.02 | $ | (0.97 | ) | $ | (0.53 | ) | |||||
Discontinued operations | $ | - | $ | - | $ | - | $ | 0.01 | ||||||||
Net income (loss) | $ | (0.30 | ) | $ | 0.02 | $ | (0.97 | ) | $ | (0.52 | ) | |||||
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 Company has excluded the impact of the following outstanding stock awards from the computation of diluted net income (loss) per share attributable to NeoPhotonics Corporation common stockholders, as their effect would have been antidilutive: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Employee stock options | 3,979,813 | 1,454,417 | 3,979,813 | 2,725,525 | ||||||||||||
Restricted stock units | 1,135,929 | 37 | 1,135,929 | 914,587 | ||||||||||||
Employee stock purchase plan | 236,423 | - | 236,423 | 269,514 | ||||||||||||
Common stock warrants | 4,482 | 4,482 | 4,482 | 4,482 | ||||||||||||
5,356,647 | 1,458,936 | 5,356,647 | 3,914,108 | |||||||||||||
Discontinued_Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2013 | |
Discontinued Operations | ' |
Note 3. Discontinued operations | |
The Company’ s condensed consolidated statement of operations for the nine months ended September 30, 2012 includes revenue of $0.6 million related to the discontinued operations of Broadband, a subsidiary in China. | |
Cash_Equivalents_and_Investmen
Cash Equivalents and Investments and Fair Value Disclosures | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
Cash Equivalents and Investments and Fair Value Disclosures | ' | ||||||||||||||||||||||||||||||||
Note 4. 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 September 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 equivalents | |||||||||||||||||||||||||||||||||
Money market funds | $ | 11 | $ | - | $ | - | $ | 11 | $ | 11 | $ | - | $ | - | $ | 11 | |||||||||||||||||
Short-term investments | |||||||||||||||||||||||||||||||||
Money market funds | 12,217 | - | - | 12,217 | 7,259 | - | - | 7,259 | |||||||||||||||||||||||||
Corporate bonds | 7,645 | 14 | - | 7,659 | 23,151 | 43 | (1 | ) | 23,193 | ||||||||||||||||||||||||
U.S. federal agencies | - | - | - | - | 27,241 | 10 | - | 27,251 | |||||||||||||||||||||||||
Foreign bonds and notes | 5,230 | 5 | (3 | ) | 5,232 | 4,682 | 14 | - | 4,696 | ||||||||||||||||||||||||
Municipal obligations | 1,800 | - | - | 1,800 | 1,902 | - | - | 1,902 | |||||||||||||||||||||||||
Total short-term investments | 26,892 | 19 | (3 | ) | 26,908 | 64,235 | 67 | (1 | ) | 64,301 | |||||||||||||||||||||||
Total investments | $ | 26,903 | $ | 19 | $ | (3 | ) | $ | 26,919 | (1) | $ | 64,246 | $ | 67 | $ | (1 | ) | $ | 64,312 | (1) | |||||||||||||
(1)Interest income receivable included in total investment balance was $0.2 million and $0.4 million at September 30, 2013 and December 31, 2012, respectively. | |||||||||||||||||||||||||||||||||
As of September 30, 2013, maturities of investments are as follows (in thousands): | |||||||||||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||||||||||
Less than 1 year | $ | 23,114 | |||||||||||||||||||||||||||||||
Due in 1 to 2 years | - | ||||||||||||||||||||||||||||||||
Due in 2 to 5 years | 2,005 | ||||||||||||||||||||||||||||||||
Due after 5 years | 1,800 | ||||||||||||||||||||||||||||||||
Total | $ | 26,919 | |||||||||||||||||||||||||||||||
The Company may sell its marketable securities in the future to fund future operating needs. As a result, the Company recorded all of its marketable securities as short-term as of September 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 nine months ended September 30, 2013 and 2012 were immaterial. The Company did not recognize any impairment losses on its marketable securities during the three and nine months ended September 30, 2013 and 2012. As of September 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 date presented (in thousands): | |||||||||||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Money market funds | $ | 12,228 | $ | - | $ | - | $ | 12,228 | $ | 7,270 | $ | - | $ | - | $ | 7,270 | |||||||||||||||||
Marketable securities | |||||||||||||||||||||||||||||||||
Corporate bonds | - | 7,659 | - | 7,659 | - | 23,193 | - | 23,193 | |||||||||||||||||||||||||
U.S. federal agencies | - | - | - | - | - | 27,251 | - | 27,251 | |||||||||||||||||||||||||
Foreign bonds and notes | - | 5,232 | - | 5,232 | - | 4,696 | - | 4,696 | |||||||||||||||||||||||||
Municipal obligations | - | 1,800 | - | 1,800 | - | 1,902 | - | 1,902 | |||||||||||||||||||||||||
$ | 12,228 | $ | 14,691 | $ | - | $ | 26,919 | $ | 7,270 | $ | 57,042 | $ | - | $ | 64,312 | ||||||||||||||||||
Additionally, the Company’s cash and cash equivalents at September 30, 2013 and December 31, 2012 included time deposits of $6.5 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 September 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Contingent consideration (Note 13) | $ | — | $ | — | $ | 1,985 | $ | 1,985 | $ | — | $ | — | $ | 959 | $ | 959 | |||||||||||||||||
Penalty payment derivative (Note 9) | $ | — | $ | — | $ | 238 | $ | 238 | $ | — | $ | — | $ | 138 | $ | 138 | |||||||||||||||||
Business_Combination
Business Combination | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combination | ' | |||||||||||||||
Note 5. Business Combination | ||||||||||||||||
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 $13.1 million and notes payable of $11.1 million. The cash of $13.1 million includes $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 notes payable to Lapis are denominated in Japanese Yen. | ||||||||||||||||
In connection with the acquisition, the Company incurred approximately $5.3 million in acquisition-related transaction costs related to investment banking, legal, accounting and other professional services and transfer taxes related to real property acquired. The acquisition costs were expensed as incurred and were included in operating expenses in the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2013. | ||||||||||||||||
The results of operations of NeoPhotonics Semiconductor and the estimated fair values of the assets acquired and liabilities assumed have been included in the Company’s consolidated financial statements since the date of the acquisition. For the three months and nine months ended September 30, 2013, NeoPhotonics Semiconductor‘s contribution to total revenues was $14.0 million and $25.3 million, respectively. The portion of total expenses and net loss associated with NeoPhotonics Semiconductor cannot be separately identified due to the integration with the Company’s operations. | ||||||||||||||||
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. The estimated fair values of the identifiable assets acquired and liabilities assumed approximated the purchase price; therefore, no goodwill was recorded. | ||||||||||||||||
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 | $ | 13,128 | ||||||||||||||
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. 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. | ||||||||||||||||
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 NeoPhotonics Semiconductor for the three and nine months ended September 30, 2013 and 2012, as if the NeoPhotonics Semiconductor acquisition had been completed at the beginning of fiscal 2012. The pro forma financial information includes adjustments related to one time charges, amortization of fair value adjustments and elimination of NeoPhotonics Semiconductor’s revenues and cost of goods sold on sales to the Company in the appropriate pro forma periods as though the companies were combined as of the beginning of 2012. As a result of the elimination adjustments, revenues were reduced by $1.9 million for the nine months ended September 30, 2013 and were reduced by $1.5 million and $2.9 million for the three and nine months ended September 30, 2012, respectively, and cost of goods sold was reduced by $1.8 million for the nine months ended September 30, 2013 and was reduced by $1.3 million and $2.5 million in the three and nine months ended September 30, 2012, respectively. The pro forma financial information for the nine months ended September 30, 2013 also included elimination of $5.3 million in transaction costs and cost of goods sold was decreased by $1.1 million in the three months ended September 30, 2013 and was decreased by $2.9 million and increased by $4.2 million in the nine months ended September 30, 2013 and 2012, respectively, due to a change in the value of inventory as a result of acquisition accounting. | ||||||||||||||||
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 | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | $ | 76,814 | $ | 81,816 | $ | 220,558 | $ | 228,158 | ||||||||
Net income (loss) | $ | (8,146 | ) | $ | 3,499 | $ | (18,942 | ) | $ | (10,822 | ) | |||||
Basic net income (loss) per share | $ | (0.26 | ) | $ | 0.12 | $ | (0.61 | ) | $ | (0.39 | ) | |||||
Diluted net income (loss) per share | $ | (0.26 | ) | $ | 0.11 | $ | (0.61 | ) | $ | (0.39 | ) | |||||
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 | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Balance Sheet Components | ' | |||||||||||||||||||||||
Note 6. Balance sheet components | ||||||||||||||||||||||||
Accounts receivable, net | ||||||||||||||||||||||||
Accounts receivable, net consists of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Accounts receivable | $ | 73,418 | $ | 66,338 | ||||||||||||||||||||
Trade notes receivable | 6,327 | 4,979 | ||||||||||||||||||||||
Allowance for doubtful accounts | (847 | ) | (963 | ) | ||||||||||||||||||||
$ | 78,898 | $ | 70,354 | |||||||||||||||||||||
Inventories | ||||||||||||||||||||||||
Inventories consist of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Raw materials | $ | 19,282 | $ | 20,520 | ||||||||||||||||||||
Work in process | 22,132 | 8,603 | ||||||||||||||||||||||
Finished goods (1) | 22,273 | 14,670 | ||||||||||||||||||||||
$ | 63,687 | $ | 43,793 | |||||||||||||||||||||
-1 | Finished goods inventory at offsite managed inventory locations were $6.0 million and $4.5 million as of September 30, 2013 and December 31, 2012, respectively. | |||||||||||||||||||||||
Prepaid expenses and other current assets | ||||||||||||||||||||||||
Prepaid expenses and other current assets consist of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Restricted cash | $ | 1,641 | $ | 2,626 | ||||||||||||||||||||
Prepaid expenses | 3,133 | 2,471 | ||||||||||||||||||||||
Other | 5,511 | 5,159 | ||||||||||||||||||||||
$ | 10,285 | $ | 10,256 | |||||||||||||||||||||
Purchased intangible assets | ||||||||||||||||||||||||
Purchased intangible assets consist of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Assets | Amortization | Assets | Assets | Amortization | Assets | |||||||||||||||||||
Technology and patents | $ | 34,517 | $ | (25,176 | ) | $ | 9,341 | $ | 32,176 | $ | (22,869 | ) | $ | 9,307 | ||||||||||
Customer relationships | 15,147 | (9,314 | ) | 5,833 | 11,898 | (8,148 | ) | 3,750 | ||||||||||||||||
Leasehold interest | 1,391 | (256 | ) | 1,135 | 1,355 | (241 | ) | 1,114 | ||||||||||||||||
Noncompete agreements | 950 | (950 | ) | - | 950 | (908 | ) | 42 | ||||||||||||||||
$ | 52,005 | $ | (35,696 | ) | $ | 16,309 | $ | 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 | Nine Months Ended | |||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Cost of goods sold | $ | 738 | $ | 616 | $ | 1,937 | $ | 1,830 | ||||||||||||||||
Operating expenses | 381 | 321 | 1,128 | 996 | ||||||||||||||||||||
Total | $ | 1,119 | $ | 937 | $ | 3,065 | $ | 2,826 | ||||||||||||||||
The estimated future amortization expense of purchased intangible assets as of September 30, 2013, is as follows (in thousands): | ||||||||||||||||||||||||
2013 (remaining 3 months) | $ | 1,120 | ||||||||||||||||||||||
2014 | 4,468 | |||||||||||||||||||||||
2015 | 4,453 | |||||||||||||||||||||||
2016 | 3,706 | |||||||||||||||||||||||
2017 | 846 | |||||||||||||||||||||||
Thereafter | 1,716 | |||||||||||||||||||||||
$ | 16,309 | |||||||||||||||||||||||
Accrued and other current liabilities | ||||||||||||||||||||||||
Accrued and other current liabilities consist of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Employee-related accrued expenses | $ | 10,497 | $ | 12,293 | ||||||||||||||||||||
Other accrued expenses | 13,463 | 7,666 | ||||||||||||||||||||||
$ | 23,960 | $ | 19,959 | |||||||||||||||||||||
Other noncurrent liabilities | ||||||||||||||||||||||||
Other noncurrent liabilities consist of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Revised, see | ||||||||||||||||||||||||
Note 1 | ||||||||||||||||||||||||
Pension and other employee-related | $ | 6,386 | $ | 188 | ||||||||||||||||||||
Penalty payment derivative (Note 9) | 238 | 138 | ||||||||||||||||||||||
Other | 2,148 | 2,189 | ||||||||||||||||||||||
$ | 8,772 | $ | 2,515 | |||||||||||||||||||||
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. The Company accrues for estimated warranty costs based upon historical experience, and for specific items, at the time their existence is known and the amounts are estimable. | ||||||||||||||||||||||||
The table below summarizes the movement in the warranty accrual, which is included in accrued and other current liabilities (in thousands): | ||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Beginning balance | $ | 1,461 | $ | 1,298 | $ | 1,072 | $ | 1,443 | ||||||||||||||||
Warranty accruals | 703 | 98 | 1,137 | 251 | ||||||||||||||||||||
Settlements and adjustments | (219 | ) | (65 | ) | (264 | ) | (363 | ) | ||||||||||||||||
Ending balance | $ | 1,945 | $ | 1,331 | $ | 1,945 | $ | 1,331 | ||||||||||||||||
Debt
Debt | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Debt | ' | |||||||||||||||
Note 7. 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. As of September 30, 2013 the carrying value of the Company’s debt approximated its fair value. The following table provides the components of debt and weighted average interest rates related to the Company’s outstanding debt instruments (in thousands, except percentages): | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Carrying | Weighted | Carrying | Weighted | |||||||||||||
Amount | Average | Amount | Average | |||||||||||||
Interest Rate | Interest Rate | |||||||||||||||
Notes payable | $ | 7,954 | $ | 12,003 | ||||||||||||
Notes payable related to NeoPhotonics Semiconductor acquisition | $ | 3,570 | 1.50 | % | $ | - | ||||||||||
Short-term debt | 7,000 | 2.93 | % | 5,000 | 2.20 | % | ||||||||||
Total short-term debt | $ | 10,570 | $ | 5,000 | ||||||||||||
Long-term notes payable related to NeoPhotonics Semiconductor acquisition | $ | 7,140 | 1.50 | % | $ | - | ||||||||||
Long-term debt | 19,250 | 2.93 | % | 17,167 | 2.20 | % | ||||||||||
Total long-term debt | $ | 26,390 | $ | 17,167 | ||||||||||||
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 September 30, 2013, restricted cash totaled $1.6 million. | ||||||||||||||||
Notes payable related to 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 NeoPhotonics Semiconductor. The obligation bears interest at 1.5% per year and the acquired real estate property is security for the loan to Lapis. | ||||||||||||||||
Bank borrowings | ||||||||||||||||
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, $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 the prior loan and security agreement in its entirety. The components of the available credit facilities as of September 30, 2013 are as follows: | ||||||||||||||||
● | As of September 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 September 30, 2013 the rate on the LIBOR option was 2.68%. | |||||||||||||||
● | As of September 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 September 30, 2013 the rate on the LIBOR option was 2.93%. | |||||||||||||||
The Company’s Credit Agreement requires the maintenance of specified financial covenants, including a liquidity ratio, restricts its ability to incur additional debt or to engage in specified transactions, restricts the payment of dividends and is secured by substantially all of its U.S. assets, other than intellectual property assets. A breach of any of these covenants in the future could have an adverse impact on availability of financial assurances. In addition, the amounts outstanding could also be subject to acceleration of maturity. If such acceleration were to occur, the Company may not have sufficient liquidity available to repay the indebtedness. As of September 30, 2013 and December 31, 2012, the Company was in compliance with the covenants contained in this agreement. | ||||||||||||||||
Subsequent to December 31, 2013, the Company executed a series of amendments to the Credit Agreement that modified certain covenants and extended the delivery date of the Company’s September 30, 2013 quarterly report on form 10-Q and its amended March 31, 2013 and June 30, 2013 quarterly reports on forms 10-Q/A. The amendments also increased the applicable interest margins by 0.25% per annum. Loans under the term loan facility bear interest equal to either the LIBOR rate, plus an applicable margin equal to 3.00% per annum, or a base rate (as defined) plus an applicable margin equal to 2.00% per annum. Loans under the revolving loan facility bear interest at a rate equal to either the LIBOR rate, plus an applicable margin equal to 2.75% per annum, or a base rate (as defined) plus an applicable margin equal to 1.75% per annum. These new interest rate options will be in effect at least until the lender’s review of the Company’s June 30, 2014 financial statements. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies | ' |
Note 8. Commitments and contingencies | |
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. 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. On January 18, 2011, the Company and Finisar 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 September 30, 2013, the Company does not have any material indemnification claims that were probable or reasonably possible. | |
Leases | |
The Company leases various facilities under non-cancelable operating leases. Future minimum payments under these operating leases totaled $5.7 million as of September 30, 2013. Rent expense was $0.5 million and $1.7 million for the three and nine months ended September 30, 2013, respectively, and $0.6 million and $1.7 million for the three and nine months ended September 30, 2012, respectively. | |
Stockholders_Equity_and_Equity
Stockholders' Equity and Equity Incentive Programs | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Stockholders' Equity and Equity Incentive Programs | ' | |||||||||||||||
Note 9. Stockholders’ Equity and Equity Incentive Programs | ||||||||||||||||
Common Stock | ||||||||||||||||
As of September 30, 2013, the Company had reserved 6,132,549 common stock shares for the issuance under the Company’s stock option plans, 594,874 common stock shares for the issuance under the stock purchase plan and 4,482 common stock shares to be issued upon exercise of the outstanding warrants. | ||||||||||||||||
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 estimated fair value of this derivative was $0.2 million and $0.1 million at September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||
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. | ||||||||||||||||
Stock Options | ||||||||||||||||
The Company granted 369,900 and 1,534,030 stock options during the third quarter and first nine months of 2013, respectively, with weighted-average grant-date fair values per share of $7.78 and $5.82, respectively. The Company granted 107,770 and 251,475 stock options during the third quarter and first nine months of 2012, respectively, with weighted-average grant-date fair values per share of $5.00 and $4.90, respectively. | ||||||||||||||||
The fair values of option awards were estimated at each grant date using the Black-Scholes option valuation model. The Black-Scholes model requires the input of assumptions, including the expected stock-price volatility and estimated option life. The expected volatilities utilized were based on the actual volatility of similar entities due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011. The expected lives of options granted were estimated using the Company’s historical and expected future exercise behavior. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values. Assumptions used in the Black-Scholes model are presented below: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
Stock Options | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Weighted-average expected term (years) | 6.55 | 6.78 | 6.48 | 6.77 | ||||||||||||
Weighted-average volatility | 71 | % | 71 | % | 72 | % | 71 | % | ||||||||
Risk-free interest rate | 1.82-1.82 | % | 1.07-1.07 | % | 1.08-1.82 | % | 1.07-1.83 | % | ||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
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. The Company determined that the grant date for these performance options was June 11, 2013 for accounting purposes. During the three months ended September 30, 2013, the Company granted an additional 110,000 shares of performance-based stock options. 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 the 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 its performance options as $5.68 for the three months ended September 30, 2013 using a Monte Carlo simulation model on the date of grant with the assumptions discussed above. The Company recorded $0.2 million and $0.2 million of compensation expense for these options for the three months and nine months ended September 30, 2013, respectively. | ||||||||||||||||
As of September 30, 2013, there were 3,979,813 unexercised stock options outstanding. | ||||||||||||||||
Restricted Stock Units (“RSUs”) | ||||||||||||||||
The Company granted 606,300 and 637,340 RSUs during the third quarter and first nine months of 2013, respectively, with weighted-average grant-date fair values per share of $6.98 and $6.98, respectively. The Company granted 428,000 and 615,609 RSUs during the third quarter and first nine months of 2012, respectively, with weighted-average grant-date fair values per share of $4.96 and $5.27, respectively. As of September 30, 2013, there were 1,135,929 RSUs outstanding. | ||||||||||||||||
Stock appreciation units (“SAUs”) | ||||||||||||||||
The Company granted 25,000 and 275,000 SAUs during the third quarter and first nine months of 2013, with weighted-average grant-date fair values per share of $8.33 and $5.40, respectively. The Company did not grant SAUs during the third quarter and first nine months of 2012. As of September 30, 2013, there were 433,708 SAUs outstanding. SAUs are liability classified share-based awards which are re-measured each reporting period at fair value. | ||||||||||||||||
The fair values of SAUs were estimated at each grant date using the Black-Scholes option valuation model. The expected volatilities utilized were based on the actual volatility of similar entities. Vested SAUs 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 SAUs based on an average of the weighted-average exercise period and the remaining contractual term. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values. Assumptions used in the Black-Scholes model are presented below: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
Stock Appreciation Units | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Weighted-average expected term (years) | 1.92 | 3.1 | 2.29 | 3.27 | ||||||||||||
Weighted-average volatility | 52 | % | 65 | % | 57 | % | 68 | % | ||||||||
Risk-free interest rate | 0.15-0.66 | % | 0.30-0.57 | % | 0.14-0.66 | % | 0.30-1.04 | % | ||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
The Company granted 250,000 shares and 25,000 shares of stock appreciation units to key employees on June 11, 2013 and August 6, 2013, respectively. These performance 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 the 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 $5.41 and $4.81for June 11, 2013 and August 6, 2013, respectively, for the three months ended September 30, 2013 using a Monte Carlo simulation model on the date of grant with the assumptions discussed above. The Company recorded $49,000 and $62,000 of compensation expense for these stock appreciation units for the three and nine months ended September 30, 2013, respectively. | ||||||||||||||||
Employee Stock Purchase Plan (“ESPP”) | ||||||||||||||||
Employees purchased 262,860 shares in the first nine months of 2013 for $1.2 million and 257,335 shares in the first nine months of 2012 for $0.9 million under the ESPP. The value of the ESPP 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. The expected volatilities utilized were based on the actual volatility of similar entities. The expected term represents the period of time from the beginning of the offering period to the purchase date. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values. Assumptions used in the Black-Scholes model are presented below: | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
ESPP | 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 | % | ||||||||
Stock-based compensation expense | ||||||||||||||||
The Company’s stock-based compensation expense was recorded as follows (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Cost of goods sold | $ | 471 | $ | 228 | $ | 845 | $ | 553 | ||||||||
Research and development | 417 | 404 | 1,435 | 1,268 | ||||||||||||
Sales and marketing | 253 | 242 | 835 | 656 | ||||||||||||
General and administrative | 449 | 408 | 1,150 | 958 | ||||||||||||
$ | 1,590 | $ | 1,282 | $ | 4,265 | $ | 3,435 | |||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes | ' |
Note 10. Income taxes | |
The Company’s income tax expense for the three and nine months ended September 30, 2013 was primarily related to income taxes of the Company’s non-U.S. operations. The Company recorded an income tax provision of $0.8 million and $0.9 million for the three months and nine months ended September 30, 2013, as compared to an income tax provision of $0.6 million and $0.9 million for the three and nine months ended September 30, 2012, respectively. | |
The Company conducts its business globally and its 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 its 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 its profitability and the geographic distribution of its profits. Historically, the Company has experienced net losses in the United States and in the short term, 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. The preferential rate applies to 2012-2013, and has been benefited for years 2008-2011 as well and the Company intends to reapply for the preferential rate for 2014 to 2016. | |
Due to historic losses in the US, the Company has a full valuation allowance on the US federal and state deferred tax assets and also has a full valuation allowance on the deferred tax assets of its NeoPhotonics Semiconductor subsidiary. 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 September 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 | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Pension | ' | |||||||
Note 11. Pension | ||||||||
Japan Defined Benefit Plans | ||||||||
We assumed two defined benefit plans that provide retirement benefits to our employees in Japan in connection with our acquisition of NeoPhotonics Semiconductor on March 29, 2013. Under the defined benefit plans in Japan, we calculate 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. The Company is currently in the process of establishing 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. The net pension liability was $6.1 million at September 30, 2013 with anticipated outflows as follows (in thousands): | ||||||||
2013 (remaining 3 months) | $ | 46 | ||||||
2014 | 401 | |||||||
2015 | 194 | |||||||
2016 | 626 | |||||||
2017 | 844 | |||||||
Thereafter | 3,991 | |||||||
$ | 6,102 | |||||||
Net periodic pension costs for the three months and nine months periods ended September 30, 2013 included the following (in thousands): | ||||||||
Three months ended | Nine months ended | |||||||
September 30, | September 30, | |||||||
2013 | 2013 | |||||||
Service costs | $ | 85 | $ | 173 | ||||
Interest cost | 20 | 40 | ||||||
Expected return on plan assets | (11 | ) | (22 | ) | ||||
Net periodic pension costs | $ | 94 | $ | 191 | ||||
The Company had contributed $0.3 million to the benefit plans as of September 30, 2013 and contributed an additional $0.2 million during the period from October 1, 2013 to December 31, 2013. |
Restructuring_Charges
Restructuring Charges | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restructuring Charges | ' | |||||||||||||||
Note 12. 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 in operating expenses related to the facility impairment of approximately $0.3 million. As of September 30, 2013, the remaining balance on this restructuring obligation was $0.2 million, which the Company expects to pay through 2015. | ||||||||||||||||
In the third quarter of 2013, the Company approved and implemented a restructuring plan to reduce its workforce and close a facility in China and to exit its contract manufacturing activities in Malaysia. The workforce reduction affected 67 employees, or approximately 3% of the Company’s total workforce, all of which were terminated prior to September 30, 2013. The Company recorded a restructuring charge of $1.1 million in the quarter ended September 30, 2013 of which $0.5 million was recorded in operating expenses with the remainder recorded in cost of goods sold. | ||||||||||||||||
The following table summarizes activity associated with the restructuring during the nine months ended September 30, 2013 (in thousands): | ||||||||||||||||
Severance | Facilities | Contract | Total | |||||||||||||
Termination | ||||||||||||||||
Restructuring obligations, December 31, 2012 | $ | - | $ | - | $ | - | $ | - | ||||||||
Restructuring costs incurred in 2013 | 699 | 317 | 387 | 1,403 | ||||||||||||
Cash payments | (699 | ) | (152 | ) | - | (851 | ) | |||||||||
Non-cash settlements and other | - | 71 | - | 71 | ||||||||||||
Restructuring obligations, September 30, 2013 | $ | - | $ | 236 | $ | 387 | $ | 623 | ||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Note 13. Subsequent Event | |
Settlement with Santur | |
In January 2014, the Company reached a non-binding verbal understanding for the terms of a settlement agreement (“Settlement”) covering the outstanding claims in connection with its 2011 acquisition of Santur Corporation (“Santur”). The Settlement is subject to the execution of a definitive written agreement between the Company and the other parties. Under the Settlement, a net amount of $1.9 million will be paid to the Company from the escrow account that was set up under the original merger agreement. This amount comprises $3.9 million related to certain indemnification claims by the Company (“Indemnification Amount”) which were partially offset by $2.0 million related to additional consideration for the business acquisition that was contingent upon Santur’s gross profit performance during 2012 (“Contingent Consideration Amount”). Prior to this Settlement, the Company had recorded $1.0 million as its estimated fair value of the Contingent Consideration Amount. As a result of this Settlement the Company recorded an additional $1.0 million in its operating expenses for the three and nine months ended September 30, 2013 to adjust the fair value of the Contingent Consideration Amount to the full $2.0 million settlement amount, which is included in accrued and other current liabilities on its condensed consolidated balance sheets. Because it is considered to be a contingent gain, the $3.9 million Indemnification Amount will not be recognized as other income until paid. | |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Basis of Presentation and Consolidation | ' | |||||||||||||||
Basis of Presentation and Consolidation | ||||||||||||||||
The condensed consolidated financial statements of NeoPhotonics Corporation (“NeoPhotonics” or the “Company”) as of September 30, 2013 and December 31, 2012 and for the three and nine months ended September 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 nine months ended September 30, 2013 are not necessarily indicative of the results expected for the entire fiscal year. All significant intercompany accounts and transactions have been eliminated. | ||||||||||||||||
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 useful lives of property, plant and equipment and intangible assets as well as future cash flows to be generated by those assets; fair values of identifiable assets acquired and liabilities assumed in business combinations; allowances for doubtful accounts; valuation allowances for deferred tax assets; write off of excess and obsolete inventories and the valuations and recognition of stock-based compensation, among others. Actual results could differ from these estimates. | ||||||||||||||||
Revision of Prior Period Balance Sheet | ' | |||||||||||||||
Revision of Prior Period Balance Sheet | ||||||||||||||||
As further described in Note 9, 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 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 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 | ||||||||||||||
Reported | Revised | |||||||||||||||
Other noncurrent liabilities | $ | 2,377 | -1 | $ | 2,515 | -1 | ||||||||||
Redeemable common stock | 5,000 | — | ||||||||||||||
Additional paid-in capital | 433,996 | 438,858 | ||||||||||||||
-1 | Includes long-term deferred tax liabilities of $653 to conform to the September 30, 2013 presentation. | |||||||||||||||
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 on the Company’s consolidated financial statements. | ||||||||||||||||
In July 2013, the FASB issued amendments to the FASB 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 on the Company’s consolidated financial statements. | ||||||||||||||||
Earnings Per Share | ' | |||||||||||||||
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. | ||||||||||||||||
Cash and Cash Equivalents and Short-term Investments | ' | |||||||||||||||
The Company may sell its marketable securities in the future to fund future operating needs. As a result, the Company recorded all of its marketable securities as short-term as of September 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 nine months ended September 30, 2013 and 2012 were immaterial. The Company did not recognize any impairment losses on its marketable securities during the three and nine months ended September 30, 2013 and 2012. As of September 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. | ||||||||||||||||
Business Combination Policy | ' | |||||||||||||||
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. The estimated fair values of the identifiable assets acquired and liabilities assumed approximated the purchase price; therefore, no goodwill was recorded. | ||||||||||||||||
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 | $ | 13,128 | ||||||||||||||
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. 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. | ||||||||||||||||
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. The Company accrues for estimated warranty costs based upon historical experience, and for specific items, at the time their existence is known and the amounts are estimable. | ||||||||||||||||
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. As of September 30, 2013 the carrying value of the Company’s debt approximated its fair value. | ||||||||||||||||
Share-based Compensation, Option and Incentive Plans Policy | ' | |||||||||||||||
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 estimated fair value of this derivative was $0.2 million and $0.1 million at September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||
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. | ||||||||||||||||
Stock Options | ||||||||||||||||
The Company granted 369,900 and 1,534,030 stock options during the third quarter and first nine months of 2013, respectively, with weighted-average grant-date fair values per share of $7.78 and $5.82, respectively. The Company granted 107,770 and 251,475 stock options during the third quarter and first nine months of 2012, respectively, with weighted-average grant-date fair values per share of $5.00 and $4.90, respectively. | ||||||||||||||||
The fair values of option awards were estimated at each grant date using the Black-Scholes option valuation model. The Black-Scholes model requires the input of assumptions, including the expected stock-price volatility and estimated option life. The expected volatilities utilized were based on the actual volatility of similar entities due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011. The expected lives of options granted were estimated using the Company’s historical and expected future exercise behavior. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values. Assumptions used in the Black-Scholes model are presented below: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
Stock Options | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Weighted-average expected term (years) | 6.55 | 6.78 | 6.48 | 6.77 | ||||||||||||
Weighted-average volatility | 71 | % | 71 | % | 72 | % | 71 | % | ||||||||
Risk-free interest rate | 1.82-1.82 | % | 1.07-1.07 | % | 1.08-1.82 | % | 1.07-1.83 | % | ||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
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. The Company determined that the grant date for these performance options was June 11, 2013 for accounting purposes. During the three months ended September 30, 2013, the Company granted an additional 110,000 shares of performance-based stock options. 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 the 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 its performance options as $5.68 for the three months ended September 30, 2013 using a Monte Carlo simulation model on the date of grant with the assumptions discussed above. The Company recorded $0.2 million and $0.2 million of compensation expense for these options for the three months and nine months ended September 30, 2013, respectively. | ||||||||||||||||
As of September 30, 2013, there were 3,979,813 unexercised stock options outstanding. | ||||||||||||||||
Restricted Stock Units (“RSUs”) | ||||||||||||||||
The Company granted 606,300 and 637,340 RSUs during the third quarter and first nine months of 2013, respectively, with weighted-average grant-date fair values per share of $6.98 and $6.98, respectively. The Company granted 428,000 and 615,609 RSUs during the third quarter and first nine months of 2012, respectively, with weighted-average grant-date fair values per share of $4.96 and $5.27, respectively. As of September 30, 2013, there were 1,135,929 RSUs outstanding. | ||||||||||||||||
Stock appreciation units (“SAUs”) | ||||||||||||||||
The Company granted 25,000 and 275,000 SAUs during the third quarter and first nine months of 2013, with weighted-average grant-date fair values per share of $8.33 and $5.40, respectively. The Company did not grant SAUs during the third quarter and first nine months of 2012. As of September 30, 2013, there were 433,708 SAUs outstanding. SAUs are liability classified share-based awards which are re-measured each reporting period at fair value. | ||||||||||||||||
The fair values of SAUs were estimated at each grant date using the Black-Scholes option valuation model. The expected volatilities utilized were based on the actual volatility of similar entities. Vested SAUs 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 SAUs based on an average of the weighted-average exercise period and the remaining contractual term. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values. Assumptions used in the Black-Scholes model are presented below: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
Stock Appreciation Units | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Weighted-average expected term (years) | 1.92 | 3.1 | 2.29 | 3.27 | ||||||||||||
Weighted-average volatility | 52 | % | 65 | % | 57 | % | 68 | % | ||||||||
Risk-free interest rate | 0.15-0.66 | % | 0.30-0.57 | % | 0.14-0.66 | % | 0.30-1.04 | % | ||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
The Company granted 250,000 shares and 25,000 shares of stock appreciation units to key employees on June 11, 2013 and August 6, 2013, respectively. These performance 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 the 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 $5.41 and $4.81for June 11, 2013 and August 6, 2013, respectively, for the three months ended September 30, 2013 using a Monte Carlo simulation model on the date of grant with the assumptions discussed above. The Company recorded $49,000 and $62,000 of compensation expense for these stock appreciation units for the three and nine months ended September 30, 2013, respectively. | ||||||||||||||||
Employee Stock Purchase Plan (“ESPP”) | ||||||||||||||||
Employees purchased 262,860 shares in the first nine months of 2013 for $1.2 million and 257,335 shares in the first nine months of 2012 for $0.9 million under the ESPP. The value of the ESPP 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. The expected volatilities utilized were based on the actual volatility of similar entities. The expected term represents the period of time from the beginning of the offering period to the purchase date. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values. Assumptions used in the Black-Scholes model are presented below: | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
ESPP | 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 | % | ||||||||
Income Taxes | ' | |||||||||||||||
The Company conducts its business globally and its 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 its 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 its profitability and the geographic distribution of its profits. Historically, the Company has experienced net losses in the United States and in the short term, 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. The preferential rate applies to 2012-2013, and has been benefited for years 2008-2011 as well and the Company intends to reapply for the preferential rate for 2014 to 2016. | ||||||||||||||||
Due to historic losses in the US, the Company has a full valuation allowance on the US federal and state deferred tax assets and also has a full valuation allowance on the deferred tax assets of its NeoPhotonics Semiconductor subsidiary. 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. |
Recovered_Sheet1
Basis of presentation and significant accounting policies (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Effect of Reclassification on Balance Sheet | ' | |||||||||||
As further described in Note 9, 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 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 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 | ||||||||||
Reported | Revised | |||||||||||
Other noncurrent liabilities | $ | 2,377 | -1 | $ | 2,515 | -1 | ||||||
Redeemable common stock | 5,000 | — | ||||||||||
Additional paid-in capital | 433,996 | 438,858 | ||||||||||
-1 | Includes long-term deferred tax liabilities of $653 to conform to the September 30, 2013 presentation. |
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 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 | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Numerator: | ||||||||||||||||
Income (loss) from continuing operations | $ | (9,363 | ) | $ | 723 | $ | (29,887 | ) | $ | (14,711 | ) | |||||
Income from discontinued operations | - | - | - | 170 | ||||||||||||
Net income (loss) | $ | (9,363 | ) | $ | 723 | $ | (29,887 | ) | $ | (14,541 | ) | |||||
Denominator: | ||||||||||||||||
Weighted average shares used to compute basic net income (loss) per share | 31,184,958 | 30,215,144 | 30,848,478 | 27,838,292 | ||||||||||||
Weighted average shares used to compute diluted net income (loss) per share | 31,184,958 | 30,611,304 | 30,848,478 | 27,838,292 | ||||||||||||
Basic and diluted net income (loss) per share: | ||||||||||||||||
Continuing operations | $ | (0.30 | ) | $ | 0.02 | $ | (0.97 | ) | $ | (0.53 | ) | |||||
Discontinued operations | $ | - | $ | - | $ | - | $ | 0.01 | ||||||||
Net income (loss) | $ | (0.30 | ) | $ | 0.02 | $ | (0.97 | ) | $ | (0.52 | ) | |||||
Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | ' | |||||||||||||||
The Company has excluded the impact of the following outstanding stock awards from the computation of diluted net income (loss) per share attributable to NeoPhotonics Corporation common stockholders, as their effect would have been antidilutive: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Employee stock options | 3,979,813 | 1,454,417 | 3,979,813 | 2,725,525 | ||||||||||||
Restricted stock units | 1,135,929 | 37 | 1,135,929 | 914,587 | ||||||||||||
Employee stock purchase plan | 236,423 | - | 236,423 | 269,514 | ||||||||||||
Common stock warrants | 4,482 | 4,482 | 4,482 | 4,482 | ||||||||||||
5,356,647 | 1,458,936 | 5,356,647 | 3,914,108 | |||||||||||||
Cash_Equivalents_and_Investmen1
Cash Equivalents and Investments and Fair Value Disclosures (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 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 September 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 equivalents | |||||||||||||||||||||||||||||||||
Money market funds | $ | 11 | $ | - | $ | - | $ | 11 | $ | 11 | $ | - | $ | - | $ | 11 | |||||||||||||||||
Short-term investments | |||||||||||||||||||||||||||||||||
Money market funds | 12,217 | - | - | 12,217 | 7,259 | - | - | 7,259 | |||||||||||||||||||||||||
Corporate bonds | 7,645 | 14 | - | 7,659 | 23,151 | 43 | (1 | ) | 23,193 | ||||||||||||||||||||||||
U.S. federal agencies | - | - | - | - | 27,241 | 10 | - | 27,251 | |||||||||||||||||||||||||
Foreign bonds and notes | 5,230 | 5 | (3 | ) | 5,232 | 4,682 | 14 | - | 4,696 | ||||||||||||||||||||||||
Municipal obligations | 1,800 | - | - | 1,800 | 1,902 | - | - | 1,902 | |||||||||||||||||||||||||
Total short-term investments | 26,892 | 19 | (3 | ) | 26,908 | 64,235 | 67 | (1 | ) | 64,301 | |||||||||||||||||||||||
Total investments | $ | 26,903 | $ | 19 | $ | (3 | ) | $ | 26,919 | (1) | $ | 64,246 | $ | 67 | $ | (1 | ) | $ | 64,312 | (1) | |||||||||||||
(1)Interest income receivable included in total investment balance was $0.2 million and $0.4 million at September 30, 2013 and December 31, 2012, respectively. | |||||||||||||||||||||||||||||||||
Maturities of Investments | ' | ||||||||||||||||||||||||||||||||
As of September 30, 2013, maturities of investments are as follows (in thousands): | |||||||||||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||||||||||
Less than 1 year | $ | 23,114 | |||||||||||||||||||||||||||||||
Due in 1 to 2 years | - | ||||||||||||||||||||||||||||||||
Due in 2 to 5 years | 2,005 | ||||||||||||||||||||||||||||||||
Due after 5 years | 1,800 | ||||||||||||||||||||||||||||||||
Total | $ | 26,919 | |||||||||||||||||||||||||||||||
Fair Value of Financial Assets | ' | ||||||||||||||||||||||||||||||||
The following table sets forth the fair value of the Company’s financial assets as of the date presented (in thousands): | |||||||||||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Money market funds | $ | 12,228 | $ | - | $ | - | $ | 12,228 | $ | 7,270 | $ | - | $ | - | $ | 7,270 | |||||||||||||||||
Marketable securities | |||||||||||||||||||||||||||||||||
Corporate bonds | - | 7,659 | - | 7,659 | - | 23,193 | - | 23,193 | |||||||||||||||||||||||||
U.S. federal agencies | - | - | - | - | - | 27,251 | - | 27,251 | |||||||||||||||||||||||||
Foreign bonds and notes | - | 5,232 | - | 5,232 | - | 4,696 | - | 4,696 | |||||||||||||||||||||||||
Municipal obligations | - | 1,800 | - | 1,800 | - | 1,902 | - | 1,902 | |||||||||||||||||||||||||
$ | 12,228 | $ | 14,691 | $ | - | $ | 26,919 | $ | 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 September 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Contingent consideration (Note 13) | $ | — | $ | — | $ | 1,985 | $ | 1,985 | $ | — | $ | — | $ | 959 | $ | 959 | |||||||||||||||||
Penalty payment derivative (Note 9) | $ | — | $ | — | $ | 238 | $ | 238 | $ | — | $ | — | $ | 138 | $ | 138 | |||||||||||||||||
Business_Combination_Tables
Business Combination (Tables) | 9 Months Ended | |||||||||||||||
Sep. 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 | $ | 13,128 | ||||||||||||||
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 | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | $ | 76,814 | $ | 81,816 | $ | 220,558 | $ | 228,158 | ||||||||
Net income (loss) | $ | (8,146 | ) | $ | 3,499 | $ | (18,942 | ) | $ | (10,822 | ) | |||||
Basic net income (loss) per share | $ | (0.26 | ) | $ | 0.12 | $ | (0.61 | ) | $ | (0.39 | ) | |||||
Diluted net income (loss) per share | $ | (0.26 | ) | $ | 0.11 | $ | (0.61 | ) | $ | (0.39 | ) | |||||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Accounts Receivable, Net | ' | |||||||||||||||||||||||
Accounts receivable, net consists of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Accounts receivable | $ | 73,418 | $ | 66,338 | ||||||||||||||||||||
Trade notes receivable | 6,327 | 4,979 | ||||||||||||||||||||||
Allowance for doubtful accounts | (847 | ) | (963 | ) | ||||||||||||||||||||
$ | 78,898 | $ | 70,354 | |||||||||||||||||||||
Inventories | ' | |||||||||||||||||||||||
Inventories consist of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Raw materials | $ | 19,282 | $ | 20,520 | ||||||||||||||||||||
Work in process | 22,132 | 8,603 | ||||||||||||||||||||||
Finished goods (1) | 22,273 | 14,670 | ||||||||||||||||||||||
$ | 63,687 | $ | 43,793 | |||||||||||||||||||||
-1 | Finished goods inventory at offsite managed inventory locations were $6.0 million and $4.5 million as of September 30, 2013 and December 31, 2012, respectively. | |||||||||||||||||||||||
Prepaid Expenses and Other Current Assets | ' | |||||||||||||||||||||||
Prepaid expenses and other current assets | ||||||||||||||||||||||||
Prepaid expenses and other current assets consist of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Restricted cash | $ | 1,641 | $ | 2,626 | ||||||||||||||||||||
Prepaid expenses | 3,133 | 2,471 | ||||||||||||||||||||||
Other | 5,511 | 5,159 | ||||||||||||||||||||||
$ | 10,285 | $ | 10,256 | |||||||||||||||||||||
Purchased Intangible Assets | ' | |||||||||||||||||||||||
Purchased intangible assets consist of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Assets | Amortization | Assets | Assets | Amortization | Assets | |||||||||||||||||||
Technology and patents | $ | 34,517 | $ | (25,176 | ) | $ | 9,341 | $ | 32,176 | $ | (22,869 | ) | $ | 9,307 | ||||||||||
Customer relationships | 15,147 | (9,314 | ) | 5,833 | 11,898 | (8,148 | ) | 3,750 | ||||||||||||||||
Leasehold interest | 1,391 | (256 | ) | 1,135 | 1,355 | (241 | ) | 1,114 | ||||||||||||||||
Noncompete agreements | 950 | (950 | ) | - | 950 | (908 | ) | 42 | ||||||||||||||||
$ | 52,005 | $ | (35,696 | ) | $ | 16,309 | $ | 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 | Nine Months Ended | |||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Cost of goods sold | $ | 738 | $ | 616 | $ | 1,937 | $ | 1,830 | ||||||||||||||||
Operating expenses | 381 | 321 | 1,128 | 996 | ||||||||||||||||||||
Total | $ | 1,119 | $ | 937 | $ | 3,065 | $ | 2,826 | ||||||||||||||||
Estimated Future Amortization Expense of Purchased Intangible Assets | ' | |||||||||||||||||||||||
The estimated future amortization expense of purchased intangible assets as of September 30, 2013, is as follows (in thousands): | ||||||||||||||||||||||||
2013 (remaining 3 months) | $ | 1,120 | ||||||||||||||||||||||
2014 | 4,468 | |||||||||||||||||||||||
2015 | 4,453 | |||||||||||||||||||||||
2016 | 3,706 | |||||||||||||||||||||||
2017 | 846 | |||||||||||||||||||||||
Thereafter | 1,716 | |||||||||||||||||||||||
$ | 16,309 | |||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||||||||||||||||||
Accrued and other current liabilities consist of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Employee-related accrued expenses | $ | 10,497 | $ | 12,293 | ||||||||||||||||||||
Other accrued expenses | 13,463 | 7,666 | ||||||||||||||||||||||
$ | 23,960 | $ | 19,959 | |||||||||||||||||||||
Other Noncurrent Liabilities | ' | |||||||||||||||||||||||
Other noncurrent liabilities consist of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Revised, see | ||||||||||||||||||||||||
Note 1 | ||||||||||||||||||||||||
Pension and other employee-related | $ | 6,386 | $ | 188 | ||||||||||||||||||||
Penalty payment derivative (Note 9) | 238 | 138 | ||||||||||||||||||||||
Other | 2,148 | 2,189 | ||||||||||||||||||||||
$ | 8,772 | $ | 2,515 | |||||||||||||||||||||
Summary of Movement in Warranty Accrual | ' | |||||||||||||||||||||||
The table below summarizes the movement in the warranty accrual, which is included in accrued and other current liabilities (in thousands): | ||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Beginning balance | $ | 1,461 | $ | 1,298 | $ | 1,072 | $ | 1,443 | ||||||||||||||||
Warranty accruals | 703 | 98 | 1,137 | 251 | ||||||||||||||||||||
Settlements and adjustments | (219 | ) | (65 | ) | (264 | ) | (363 | ) | ||||||||||||||||
Ending balance | $ | 1,945 | $ | 1,331 | $ | 1,945 | $ | 1,331 | ||||||||||||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||||||||||
Sep. 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. As of September 30, 2013 the carrying value of the Company’s debt approximated its fair value. The following table provides the components of debt and weighted average interest rates related to the Company’s outstanding debt instruments (in thousands, except percentages): | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Carrying | Weighted | Carrying | Weighted | |||||||||||||
Amount | Average | Amount | Average | |||||||||||||
Interest Rate | Interest Rate | |||||||||||||||
Notes payable | $ | 7,954 | $ | 12,003 | ||||||||||||
Notes payable related to NeoPhotonics Semiconductor acquisition | $ | 3,570 | 1.50 | % | $ | - | ||||||||||
Short-term debt | 7,000 | 2.93 | % | 5,000 | 2.20 | % | ||||||||||
Total short-term debt | $ | 10,570 | $ | 5,000 | ||||||||||||
Long-term notes payable related to NeoPhotonics Semiconductor acquisition | $ | 7,140 | 1.50 | % | $ | - | ||||||||||
Long-term debt | 19,250 | 2.93 | % | 17,167 | 2.20 | % | ||||||||||
Total long-term debt | $ | 26,390 | $ | 17,167 | ||||||||||||
Stockholders_Equity_and_Equity1
Stockholders' Equity and Equity Incentive Programs (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Stock Option | ' | |||||||||||||||
Estimated Fair Value of All Employee Stock Options Using Black-Scholes Valuation Model | ' | |||||||||||||||
The fair values of option awards were estimated at each grant date using the Black-Scholes option valuation model. The Black-Scholes model requires the input of assumptions, including the expected stock-price volatility and estimated option life. The expected volatilities utilized were based on the actual volatility of similar entities due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011. The expected lives of options granted were estimated using the Company’s historical and expected future exercise behavior. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values. Assumptions used in the Black-Scholes model are presented below: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
Stock Options | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Weighted-average expected term (years) | 6.55 | 6.78 | 6.48 | 6.77 | ||||||||||||
Weighted-average volatility | 71 | % | 71 | % | 72 | % | 71 | % | ||||||||
Risk-free interest rate | 1.82-1.82 | % | 1.07-1.07 | % | 1.08-1.82 | % | 1.07-1.83 | % | ||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Stock Appreciation Rights (SARs) | ' | |||||||||||||||
Estimated Fair Value of All Employee Stock Options Using Black-Scholes Valuation Model | ' | |||||||||||||||
The fair values of SAUs were estimated at each grant date using the Black-Scholes option valuation model. The expected volatilities utilized were based on the actual volatility of similar entities. Vested SAUs 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 SAUs based on an average of the weighted-average exercise period and the remaining contractual term. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values. Assumptions used in the Black-Scholes model are presented below: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
Stock Appreciation Units | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Weighted-average expected term (years) | 1.92 | 3.1 | 2.29 | 3.27 | ||||||||||||
Weighted-average volatility | 52 | % | 65 | % | 57 | % | 68 | % | ||||||||
Risk-free interest rate | 0.15-0.66 | % | 0.30-0.57 | % | 0.14-0.66 | % | 0.30-1.04 | % | ||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Employee Stock Purchase Plan | ' | |||||||||||||||
Estimated Fair Value of All Employee Stock Options Using Black-Scholes Valuation Model | ' | |||||||||||||||
Employees purchased 262,860 shares in the first nine months of 2013 for $1.2 million and 257,335 shares in the first nine months of 2012 for $0.9 million under the ESPP. The value of the ESPP 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. The expected volatilities utilized were based on the actual volatility of similar entities. The expected term represents the period of time from the beginning of the offering period to the purchase date. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values. Assumptions used in the Black-Scholes model are presented below: | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
ESPP | 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 | % | ||||||||
Stock Based Compensation Expense | ' | |||||||||||||||
Stock-Based Compensation Expense Recorded | ' | |||||||||||||||
The Company’s stock-based compensation expense was recorded as follows (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Cost of goods sold | $ | 471 | $ | 228 | $ | 845 | $ | 553 | ||||||||
Research and development | 417 | 404 | 1,435 | 1,268 | ||||||||||||
Sales and marketing | 253 | 242 | 835 | 656 | ||||||||||||
General and administrative | 449 | 408 | 1,150 | 958 | ||||||||||||
$ | 1,590 | $ | 1,282 | $ | 4,265 | $ | 3,435 | |||||||||
Pension_Tables
Pension (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Defined Benefit Plans Anticipated Outflows | ' | |||||||
2013 (remaining 3 months) | $ | 46 | ||||||
2014 | 401 | |||||||
2015 | 194 | |||||||
2016 | 626 | |||||||
2017 | 844 | |||||||
Thereafter | 3,991 | |||||||
$ | 6,102 | |||||||
Net Periodic Pension Costs | ' | |||||||
Net periodic pension costs for the three months and nine months periods ended September 30, 2013 included the following (in thousands): | ||||||||
Three months ended | Nine months ended | |||||||
September 30, | September 30, | |||||||
2013 | 2013 | |||||||
Service costs | $ | 85 | $ | 173 | ||||
Interest cost | 20 | 40 | ||||||
Expected return on plan assets | (11 | ) | (22 | ) | ||||
Net periodic pension costs | $ | 94 | $ | 191 | ||||
Restructuring_Charges_Table
Restructuring Charges (Table) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restructuring and Related Costs | ' | |||||||||||||||
The following table summarizes activity associated with the restructuring during the nine months ended September 30, 2013 (in thousands): | ||||||||||||||||
Severance | Facilities | Contract | Total | |||||||||||||
Termination | ||||||||||||||||
Restructuring obligations, December 31, 2012 | $ | - | $ | - | $ | - | $ | - | ||||||||
Restructuring costs incurred in 2013 | 699 | 317 | 387 | 1,403 | ||||||||||||
Cash payments | (699 | ) | (152 | ) | - | (851 | ) | |||||||||
Non-cash settlements and other | - | 71 | - | 71 | ||||||||||||
Restructuring obligations, September 30, 2013 | $ | - | $ | 236 | $ | 387 | $ | 623 | ||||||||
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Organization And Basis Of Presentation [Line Items] | ' | ' |
Additional paid-in capital | $444,552,000 | $438,858,000 |
Penalty payment derivative | 238,000 | 138,000 |
Previously Reported | ' | ' |
Organization And Basis Of Presentation [Line Items] | ' | ' |
Temporary Equity, Redemption Value | ' | 5,000,000 |
Additional paid-in capital | ' | 433,996,000 |
Private Placement | Embedded Derivative Financial Instruments | ' | ' |
Organization And Basis Of Presentation [Line Items] | ' | ' |
Other non-current liability | ' | 5,000,000 |
Additional paid-in capital | ' | $4,900,000 |
Effect_of_Reclassification_on_
Effect of Reclassification on Balance Sheet (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Other noncurrent liabilities | $8,772,000 | $2,515,000 |
Additional paid-in capital | 444,552,000 | 438,858,000 |
Previously Reported | ' | ' |
Other noncurrent liabilities | ' | 2,377,000 |
Temporary Equity, Redemption Value | ' | 5,000,000 |
Additional paid-in capital | ' | 433,996,000 |
Restatement Adjustment | ' | ' |
Other noncurrent liabilities | ' | 2,515,000 |
Additional paid-in capital | ' | $438,858,000 |
Effect_of_Reclassification_on_1
Effect of Reclassification on Balance Sheet (Parenthetical) (Detail) (USD $) | Sep. 30, 2013 |
Deferred Tax Liabilities, Net, Noncurrent | $653 |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Net Loss Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Numerator: | ' | ' | ' | ' |
Income (loss) from continuing operations | ($9,363) | $723 | ($29,887) | ($14,711) |
Income from discontinued operations, net of tax (including gain on disposal of $636, net of tax, for the nine months ended September 30, 2012) | ' | ' | ' | 170 |
Net income (loss) | ($9,363) | $723 | ($29,887) | ($14,541) |
Denominator: | ' | ' | ' | ' |
Basic | 31,184,958 | 30,215,144 | 30,848,478 | 27,838,292 |
Diluted | 31,184,958 | 30,611,304 | 30,848,478 | 27,838,292 |
Basic and diluted net income (loss) per share: | ' | ' | ' | ' |
Continuing operations | ($0.30) | $0.02 | ($0.97) | ($0.53) |
Discontinued operations | ' | ' | ' | $0.01 |
Net income (loss) | ($0.30) | $0.02 | ($0.97) | ($0.52) |
Potentially_Dilutive_Securitie
Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 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 | 5,356,647 | 1,458,936 | 5,356,647 | 3,914,108 |
Employee Stock Options | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive securities, excluded from computation of diluted net income (loss) per share | 3,979,813 | 1,454,417 | 3,979,813 | 2,725,525 |
Restricted Stock Units | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive securities, excluded from computation of diluted net income (loss) per share | 1,135,929 | 37 | 1,135,929 | 914,587 |
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 | 236,423 | ' | 236,423 | 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 | 4,482 | 4,482 |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2012 |
Discontinued Operations [Line Items] | ' |
Disposal Group Including Discontinued Operation Revenue | $0.60 |
Summary_of_Unrealized_Gains_an
Summary of Unrealized Gains and Losses Related to Cash Equivalents and Investments in Marketable Securities (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | $26,903 | $64,246 | ||
Gross Unrealized Gains | 19 | 67 | ||
Gross Unrealized Losses | -3 | -1 | ||
Fair Value | 26,919 | [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 | 26,892 | 64,235 | ||
Gross Unrealized Gains | 19 | 67 | ||
Gross Unrealized Losses | -3 | -1 | ||
Fair Value | 26,908 | 64,301 | ||
Short-term Investments | Money Market Funds | ' | ' | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 12,217 | 7,259 | ||
Gross Unrealized Gains | ' | ' | ||
Gross Unrealized Losses | ' | ' | ||
Fair Value | 12,217 | 7,259 | ||
Short-term Investments | Corporate Bond Securities | ' | ' | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 7,645 | 23,151 | ||
Gross Unrealized Gains | 14 | 43 | ||
Gross Unrealized Losses | ' | -1 | ||
Fair Value | 7,659 | 23,193 | ||
Short-term Investments | U.S. Federal Agencies | ' | ' | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | ' | 27,241 | ||
Gross Unrealized Gains | ' | 10 | ||
Gross Unrealized Losses | ' | ' | ||
Fair Value | ' | 27,251 | ||
Short-term Investments | Foreign Bonds and Notes | ' | ' | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 5,230 | 4,682 | ||
Gross Unrealized Gains | 5 | 14 | ||
Gross Unrealized Losses | -3 | ' | ||
Fair Value | 5,232 | 4,696 | ||
Short-term Investments | Municipal Obligations | ' | ' | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' | ||
Amortized Cost | 1,800 | 1,902 | ||
Gross Unrealized Gains | ' | ' | ||
Gross Unrealized Losses | ' | ' | ||
Fair Value | $1,800 | $1,902 | ||
[1] | Interest income receivable included in total investment balance was $0.2 million and $0.4 million at September 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 $) | Sep. 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_Investments_Deta
Maturities of Investments (Detail) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Schedule Of Investments [Line Items] | ' |
Less than 1 year | $23,114 |
Due in 1 to 2 years | ' |
Due in 2 to 5 years | 2,005 |
Due after 5 years | 1,800 |
Total | $26,919 |
Cash_Equivalents_and_Investmen2
Cash Equivalents and Investments and Fair Value Disclosures - Additional information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Schedule Of Investments [Line Items] | ' | ' | ' | ' | ' |
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net | $0 | $0 | $0 | $0 | ' |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Loss | 0 | 0 | 0 | 0 | ' |
Assets, fair value | 26,919,000 | ' | 26,919,000 | ' | 64,312,000 |
Fair Value, Inputs, Level 2 | ' | ' | ' | ' | ' |
Schedule Of Investments [Line Items] | ' | ' | ' | ' | ' |
Assets, fair value | 14,691,000 | ' | 14,691,000 | ' | 57,042,000 |
Cash and Cash Equivalents | Bank Time Deposits | Fair Value, Inputs, Level 2 | ' | ' | ' | ' | ' |
Schedule Of Investments [Line Items] | ' | ' | ' | ' | ' |
Assets, fair value | $6,500,000 | ' | $6,500,000 | ' | $14,700,000 |
Fair_Value_of_Financial_Assets
Fair Value of Financial Assets (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | $26,919 | $64,312 |
Money Market Funds | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 12,228 | 7,270 |
Corporate Bond Securities | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 7,659 | 23,193 |
U.S. Federal Agencies | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | 27,251 |
Foreign Bonds and Notes | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 5,232 | 4,696 |
Municipal Obligations | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 1,800 | 1,902 |
Fair Value, Inputs, Level 1 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 12,228 | 7,270 |
Fair Value, Inputs, Level 1 | Money Market Funds | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 12,228 | 7,270 |
Fair Value, Inputs, Level 1 | Corporate Bond Securities | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Fair Value, Inputs, Level 1 | U.S. Federal Agencies | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Fair Value, Inputs, Level 1 | Foreign Bonds and Notes | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Fair Value, Inputs, Level 1 | Municipal Obligations | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 14,691 | 57,042 |
Fair Value, Inputs, Level 2 | Money Market Funds | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Fair Value, Inputs, Level 2 | Corporate Bond Securities | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 7,659 | 23,193 |
Fair Value, Inputs, Level 2 | U.S. Federal Agencies | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | 27,251 |
Fair Value, Inputs, Level 2 | Foreign Bonds and Notes | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 5,232 | 4,696 |
Fair Value, Inputs, Level 2 | Municipal Obligations | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 1,800 | 1,902 |
Fair Value, Inputs, Level 3 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Fair Value, Inputs, Level 3 | Money Market Funds | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Fair Value, Inputs, Level 3 | Corporate Bond Securities | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Fair Value, Inputs, Level 3 | U.S. Federal Agencies | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Fair Value, Inputs, Level 3 | Foreign Bonds and Notes | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Fair Value, Inputs, Level 3 | Municipal Obligations | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Fair_Value_of_Financial_Liabil
Fair Value of Financial Liabilities (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 1 | ' | ' |
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 | ' | ' |
Contingent Consideration | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | 1,985 | 959 |
Contingent Consideration | Fair Value, Inputs, Level 1 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | ' | ' |
Contingent Consideration | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | ' | ' |
Contingent Consideration | Fair Value, Inputs, Level 3 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | 1,985 | 959 |
Penalty Payment Derivative | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | 238 | 138 |
Penalty Payment Derivative | Fair Value, Inputs, Level 1 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | ' | ' |
Penalty Payment Derivative | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | ' | ' |
Penalty Payment Derivative | Fair Value, Inputs, Level 3 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | $238 | $138 |
Acquisition_Accounting_and_Tan
Acquisition Accounting and Tangible and Intangible Assets Acquired (Detail) | 9 Months Ended | 1 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | |
USD ($) | NeoPhotonics Semiconductor | Developed Technology | Customer relationships | Notes Payable | Notes Payable | Other Liability | ||
USD ($) | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | To be paid in three equal installments | To be paid in three equal installments | NeoPhotonics Semiconductor | |||
USD ($) | USD ($) | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | USD ($) | ||||
USD ($) | JPY (¥) | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | |
Cash paid | $13,128 | $13,128 | ' | ' | ' | ' | ' | |
Liabilities assumed | ' | ' | ' | ' | 11,130 | 1,050,000 | 8,819 | |
Fair value of assets acquired including goodwill | ' | 24,258 | ' | ' | ' | ' | ' | |
Pension and retirement obligations | ' | ' | ' | ' | ' | ' | 6,471 | |
Other compensation-related liabilities | ' | ' | ' | ' | ' | ' | 1,083 | |
Other current liabilities | ' | ' | ' | ' | ' | ' | 1,265 | |
Inventory | ' | 13,309 | ' | ' | ' | ' | ' | |
Other current assets | ' | 35 | ' | ' | ' | ' | ' | |
Land, property, plant and equipment | ' | 14,433 | [1] | ' | ' | ' | ' | ' |
Intangible assets acquired | ' | ' | 2,120 | 3,180 | ' | ' | ' | |
Fair Value of assets acquired | ' | $33,077 | ' | ' | ' | ' | ' | |
[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) (USD $) | Mar. 29, 2013 |
In Millions, unless otherwise specified | |
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 | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
NeoPhotonics Semiconductor | ' | ' | ' | ' |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' |
Revenue | $76,814 | $81,816 | $220,558 | $228,158 |
Net income (loss) | ($8,146) | $3,499 | ($18,942) | ($10,822) |
Basic net income (loss) per share | ($0.26) | $0.12 | ($0.61) | ($0.39) |
Diluted net income (loss) per share | ($0.26) | $0.11 | ($0.61) | ($0.39) |
Business_Combination_Additiona
Business Combination - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||||||||||
Mar. 29, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Mar. 29, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | Pro Forma | Pro Forma | Pro Forma | Elimination | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | Notes Payable | Notes Payable | ||
Change in value of inventory as a result of acquisition accounting | Change in value of inventory as a result of acquisition accounting | Change in value of inventory as a result of acquisition accounting | Pro Forma | USD ($) | USD ($) | USD ($) | Pro Forma | Pro Forma | Pro Forma | Customer relationships | Minimum | Minimum | Maximum | Maximum | To be paid in three equal installments | To be paid in three equal installments | ||||||
USD ($) | USD ($) | USD ($) | Change in value of inventory as a result of acquisition accounting | One Time Charges and Amortization of Fair Value Adjustments | One Time Charges and Amortization of Fair Value Adjustments | One Time Charges and Amortization of Fair Value Adjustments | Developed Technology | Developed Technology | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | ||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | JPY (¥) | |||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | $24,258,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Withheld and placed into escrow | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,130,000 | 1,050,000,000 |
Percentage of notes unpaid balance per year | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable, Number of Installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related transaction costs | ' | 126,000 | 240,000 | 5,317,000 | 912,000 | ' | ' | ' | 5,300,000 | ' | ' | 5,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,000,000 | 25,300,000 | -1,500,000 | -1,900,000 | -2,900,000 | ' | ' | ' | ' | ' | ' | ' |
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 | ' | 58,635,000 | 45,536,000 | 162,330,000 | 136,190,000 | -1,100,000 | -2,900,000 | 4,200,000 | ' | ' | ' | ' | -1,300,000 | -1,800,000 | -2,500,000 | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts_Receivable_Net_Detail
Accounts Receivable, Net (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Notes And Loans Receivable [Line Items] | ' | ' |
Accounts receivable | $73,418 | $66,338 |
Trade notes receivable | 6,327 | 4,979 |
Allowance for doubtful accounts | -847 | -963 |
Accounts receivable, Net ,Total | $78,898 | $70,354 |
Inventory_Detail
Inventory (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Inventory [Line Items] | ' | ' | ||
Raw materials | $19,282 | $20,520 | ||
Work in process | 22,132 | 8,603 | ||
Finished goods | 22,273 | [1] | 14,670 | [1] |
Inventories | $63,687 | $43,793 | ||
[1] | Finished goods inventory at offsite managed inventory locations were $6.0 million and $4.5 million as of September 30, 2013 and December 31, 2012, respectively. |
Inventory_Parenthetical_Detail
Inventory (Parenthetical) (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Finished goods, at vendor managed inventory locations | $6 | $4.50 |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Prepaid Expenses And Other Current Assets [Line Items] | ' | ' |
Restricted cash | $1,641 | $2,626 |
Prepaid expenses | 3,133 | 2,471 |
Other | 5,511 | 5,159 |
Prepaid expenses and other current assets | $10,285 | $10,256 |
Purchased_Intangible_Assets_De
Purchased Intangible Assets (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | $52,005 | $46,379 |
Accumulated Amortization | -35,696 | -32,166 |
Net Assets | 16,309 | 14,213 |
Technology and patents | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | 34,517 | 32,176 |
Accumulated Amortization | -25,176 | -22,869 |
Net Assets | 9,341 | 9,307 |
Customer relationships | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | 15,147 | 11,898 |
Accumulated Amortization | -9,314 | -8,148 |
Net Assets | 5,833 | 3,750 |
Leasehold interest | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | 1,391 | 1,355 |
Accumulated Amortization | -256 | -241 |
Net Assets | 1,135 | 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 | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Finite Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Cost of goods sold | $738 | $616 | $1,937 | $1,830 |
Operating expenses | 381 | 321 | 1,128 | 996 |
Total | $1,119 | $937 | $3,065 | $2,826 |
Estimated_Future_Amortization_
Estimated Future Amortization Expense of Purchased Intangible Assets (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Expected Amortization Expense [Line Items] | ' | ' |
2013 (remaining 3 months) | $1,120 | ' |
2014 | 4,468 | ' |
2015 | 4,453 | ' |
2016 | 3,706 | ' |
2017 | 846 | ' |
Thereafter | 1,716 | ' |
Net Assets | $16,309 | $14,213 |
Accrued_and_Other_Current_Liab
Accrued and Other Current Liabilities (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Payable And Accrued Liabilities [Line Items] | ' | ' |
Employee-related accrued expenses | $10,497 | $12,293 |
Other accrued expenses | 13,463 | 7,666 |
Accrued and other current liabilities | $23,960 | $19,959 |
Other_Noncurrent_Liabilities_D
Other Noncurrent Liabilities (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other Non Current Liabilities [Line Items] | ' | ' |
Pension and other employee-related | $6,386 | $188 |
Penalty payment derivative (Note 9) | 238 | 138 |
Other | 2,148 | 2,189 |
Other noncurrent liabilities | $8,772 | $2,515 |
Summary_of_Movement_in_Warrant
Summary of Movement in Warranty Accrual (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Product Liability Contingency [Line Items] | ' | ' | ' | ' |
Beginning balance | $1,461 | $1,298 | $1,072 | $1,443 |
Warranty accruals | 703 | 98 | 1,137 | 251 |
Settlements and adjustments | -219 | -65 | -264 | -363 |
Ending balance | $1,945 | $1,331 | $1,945 | $1,331 |
Balance_Sheet_Components_Addit
Balance Sheet Components - Additional Information (Detail) | 9 Months Ended |
Sep. 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 $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Notes payable, carrying amount | $7,954 | $12,003 |
Short-term debt, carrying amount | 7,000 | 5,000 |
Total short-term debt, carrying amount | 10,570 | 5,000 |
Long-term debt, carrying amount | 19,250 | 17,167 |
Long term debt, non-current portion, carrying amount | 26,390 | 17,167 |
Short-term Debt | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted Average Interest Rate | 2.93% | 2.20% |
Long-term Debt | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted Average Interest Rate | 2.93% | 2.20% |
NeoPhotonics Semiconductor | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Notes payable, carrying amount | 3,570 | ' |
Long-term notes payable, carrying amount | $7,140 | ' |
NeoPhotonics Semiconductor | Notes Payable | Short-term Debt | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted Average Interest Rate | 1.50% | ' |
NeoPhotonics Semiconductor | Notes Payable | Long-term Debt | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted Average Interest Rate | 1.50% | ' |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 29, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 29, 2013 | Mar. 29, 2013 | |
USD ($) | Subsequent Event | Term Loan | Equipment | Libor Plus Rate | Libor Plus Rate | Libor Plus Rate | Libor Plus Rate | Capital expenditure, authorized | Prime Rate | Base Rate | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Credit Facility | 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 | Notes Payable | Notes Payable | ||
USD ($) | USD ($) | Term Loan | Term Loan | Equipment | Term Loan | Term Loan | USD ($) | USD ($) | Libor Plus Rate | Libor Plus Rate | Libor Plus Rate | Prime Rate | Base Rate | USD ($) | Libor Plus Rate | Capital expenditure, authorized | Credit Facility | To be paid in three equal installments | To be paid in three equal installments | |||||||
Subsequent Event | Subsequent Event | Subsequent Event | Equipment | Subsequent Event | USD ($) | Libor Plus Rate | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | ||||||||||||||||||
USD ($) | USD ($) | JPY (¥) | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11,130,000 | ¥ 1,050,000,000 |
Obligation bear 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 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 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 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, marginal interest rate | ' | ' | ' | ' | ' | ' | ' | 2.75% | 3.00% | ' | 1.75% | 2.00% | ' | 2.00% | 2.50% | 2.75% | 2.00% | 1.50% | 1.75% | ' | ' | ' | ' | 2.00% | ' | ' |
Credit facility outstanding balance | ' | ' | ' | 26,300,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,200,000 | ' | ' | ' | ' | ' |
Line of credit facility, interest rate | ' | ' | ' | ' | ' | ' | ' | 2.93% | ' | ' | ' | ' | ' | ' | 2.68% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, expiration date | ' | ' | ' | '2017-06 | ' | ' | ' | ' | ' | ' | ' | ' | '2016-03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Covenant Compliance | 'The Company’s Credit Agreement requires the maintenance of specified financial covenants, including a liquidity ratio, restricts its ability to incur additional debt or to engage in specified transactions, restricts the payment of dividends and is secured by substantially all of its U.S. assets, other than intellectual property assets. A breach of any of these covenants in the future could have an adverse impact on availability of financial assurances. In addition, the amounts outstanding could also be subject to acceleration of maturity. If such acceleration were to occur, the Company may not have sufficient liquidity available to repay the indebtedness. As of September 30, 2013 and December 31, 2012, the Company was in compliance with the covenants contained in this agreement | 'The Company’s Credit Agreement requires the maintenance of specified financial covenants, including a liquidity ratio, restricts its ability to incur additional debt or to engage in specified transactions, restricts the payment of dividends and is secured by substantially all of its U.S. assets, other than intellectual property assets. A breach of any of these covenants in the future could have an adverse impact on availability of financial assurances. In addition, the amounts outstanding could also be subject to acceleration of maturity. If such acceleration were to occur, the Company may not have sufficient liquidity available to repay the indebtedness. As of September 30, 2013 and December 31, 2012, the Company was in compliance with the covenants contained in this agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | $1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in margin | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | 5-May-10 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' |
Agreement period not to refile claims | '90 days | ' | ' | ' | ' |
Operating Leases, Future Minimum Payments Due, Total | ' | $5.70 | ' | $5.70 | ' |
Rent expense | ' | $0.50 | $0.60 | $1.70 | $1.70 |
Fair_Value_of_All_Employee_Sto
Fair Value of All Employee Stock Options (Detail) (Employee Stock Option) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 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 6 months 18 days | '6 years 9 months 11 days | '6 years 5 months 23 days | '6 years 9 months 7 days |
Weighted-average volatility | 71.00% | 71.00% | 72.00% | 71.00% |
Risk-free interest rate Minimum | 1.82% | 1.07% | 1.08% | 1.07% |
Risk-free interest rate Maximum | 1.82% | 1.07% | 1.82% | 1.83% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
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 | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 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) | '1 year 11 months 1 day | '3 years 1 month 6 days | '2 years 3 months 15 days | '3 years 3 months 7 days |
Weighted-average volatility | 52.00% | 65.00% | 57.00% | 68.00% |
Risk-free interest rate Minimum | 0.15% | 0.30% | 0.14% | 0.30% |
Risk-free interest rate Maximum | 0.66% | 0.57% | 0.66% | 1.04% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Call_Option_and_Put_Option_wer
Call Option and Put Option were Valued Using Black-Scholes Option Pricing Model (Detail) (Employee Stock Purchase Plan) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Employee Stock Purchase Plan | ' | ' | ' | ' |
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% |
StockBased_Compensation_Expens
Stock-Based Compensation Expense (Detail) (Stock Based Compensation Expense, USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $1,590,000 | $1,282,000 | $4,265,000 | $3,435,000 |
Cost of Goods Sold | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 471,000 | 228,000 | 845,000 | 553,000 |
Research and Development Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 417,000 | 404,000 | 1,435,000 | 1,268,000 |
Selling and Marketing Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 253,000 | 242,000 | 835,000 | 656,000 |
General and Administrative Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $449,000 | $408,000 | $1,150,000 | $958,000 |
Stockholders_Equity_and_Equity2
Stockholders Equity and Equity Incentive Programs - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Apr. 27, 2012 | Sep. 30, 2013 | Apr. 27, 2012 | Apr. 27, 2012 | Apr. 27, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 06, 2013 | Jul. 11, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 06, 2013 | Jul. 11, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | |
Private Placement | Private Placement | Private Placement | Private Placement | Private Placement | Private Placement | Minimum | Employee Stock Option | Employee Stock Option | Employee Stock Option | Employee Stock Option | Employee Stock Purchase Plan | Employee Stock Purchase Plan | Employee Stock Purchase Plan | Employee Stock Purchase Plan | Employee Stock Purchase Plan | Common Stock Warrants | Performance Vested Stock Options | Performance Vested Stock Options | Performance Vested Stock Options | Performance Vested Stock Options | Performance Vested Stock Options | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | |||
Performance Guarantee | Capital Addition Purchase Commitments | Research and Development Arrangement | Embedded Derivative Financial Instruments | Private Placement | Discounted Employee Stock Purchase Plan | Call Option | Put Option | ||||||||||||||||||||||||||
July 31, 2014 to March 31, 2015 | |||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,132,549 | ' | 6,132,549 | ' | 594,874 | ' | ' | ' | ' | 4,482 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | 369,900 | 107,770 | 1,534,030 | 251,475 | ' | ' | ' | ' | ' | ' | 110,000 | 1,060,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.78 | $5 | $5.82 | $4.90 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of days for stock price to be traded above mentioned price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' |
Minimum closing stock price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15 | ' | ' | ' | ' | ' | ' | ' | ' | $15 | ' | ' | ' |
Fair Value of options granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.68 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' |
Allocated share based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | ' | $200,000 | ' | ' | ' | ' | ' | ' | $49,000 | ' | $62,000 |
Unexercised stock options outstanding | 3,979,813 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 606,300 | 428,000 | 637,340 | 615,609 | 25,000 | 250,000 | 25,000 | ' | 275,000 |
Weighted average exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.98 | $4.96 | $6.98 | $5.27 | $4.81 | ' | $8.33 | $5.41 | $5.40 |
Shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,135,929 | ' | 1,135,929 | ' | ' | ' | 433,708 | ' | 433,708 |
Shares purchased under the ESPP | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 262,860 | 257,335 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of shares purchased under the ESPP | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage on the stock purchase right | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 85.00% | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Transfer Restriction Period | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Targeted expansion completion date | ' | ' | ' | 31-Jul-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extended date for achievement of Investment Obligation | ' | ' | ' | 31-Mar-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected aggregate revenue from sales of its products in the Russian Federation | ' | ' | ' | ' | ' | ' | ' | ' | 26,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Penalty payment derivative | 238,000 | 138,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other non-current liability | ' | ' | ' | ' | 30,000,000 | 15,000,000 | 15,000,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional paid-in capital | 444,552,000 | 438,858,000 | ' | ' | ' | ' | ' | 4,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated deficit subject to restriction | 6,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated profits | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued | ' | ' | 4,970,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issue Price | ' | ' | $8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of common stock, net of issuance costs | ' | ' | $39,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of investment obligation that must be spent inside Russia | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Taxes [Line Items] | ' | ' | ' | ' |
Income tax provision | $777 | $571 | $870 | $888 |
Subsidiaries | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Statutory Tax Rate | ' | ' | 25.00% | ' |
Effective income tax rate | ' | ' | 15.00% | ' |
Defined_Benefit_Plans_Anticipa
Defined Benefit Plans Anticipated Outflows (Detail) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Defined Benefit Plan Disclosure [Line Items] | ' |
2013 (remaining 3 months) | $46 |
2014 | 401 |
2015 | 194 |
2016 | 626 |
2017 | 844 |
Thereafter | 3,991 |
Expected amount of future benefit obligation | $6,102 |
Net_Periodic_Pension_Costs_Det
Net Periodic Pension Costs (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 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 | $85 | $173 |
Interest cost | 20 | 40 |
Expected return on plan assets | -11 | -22 |
Net periodic pension costs | $94 | $191 |
Pension_Additional_Information
Pension - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2013 | Mar. 29, 2013 | |
CompensationPlan | |||
Pension And Other Postretirement Benefits Disclosure [Line Items] | ' | ' | ' |
Number of Defined Benefit Pension Plans | ' | ' | 2 |
Expected amount of future benefit obligation | $6,102,000 | ' | ' |
Contribution benefit paid | 300,000 | 200,000 | ' |
Lapis Semiconductor Co Ltd | Noncurrent Assets | ' | ' | ' |
Pension And Other Postretirement Benefits Disclosure [Line Items] | ' | ' | ' |
Plan assets | $1,900,000 | ' | ' |
Restructuring_Charges_Detail
Restructuring Charges (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Restructuring Cost And Reserve [Line Items] | ' |
Restructuring obligations, December 31, 2012 | ' |
Restructuring costs incurred in 2013 | 1,403 |
Cash payments | -851 |
Non-cash settlements and other | 71 |
Restructuring obligations, September 30, 2013 | 623 |
Severance | ' |
Restructuring Cost And Reserve [Line Items] | ' |
Restructuring obligations, December 31, 2012 | ' |
Restructuring costs incurred in 2013 | 699 |
Cash payments | -699 |
Non-cash settlements and other | ' |
Restructuring obligations, September 30, 2013 | ' |
Facilities | ' |
Restructuring Cost And Reserve [Line Items] | ' |
Restructuring obligations, December 31, 2012 | ' |
Restructuring costs incurred in 2013 | 317 |
Cash payments | -152 |
Non-cash settlements and other | 71 |
Restructuring obligations, September 30, 2013 | 236 |
Contract Termination | ' |
Restructuring Cost And Reserve [Line Items] | ' |
Restructuring obligations, December 31, 2012 | ' |
Restructuring costs incurred in 2013 | 387 |
Cash payments | ' |
Non-cash settlements and other | ' |
Restructuring obligations, September 30, 2013 | $387 |
Restructuring_Charges_Addition
Restructuring Charges - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Sep. 30, 2013 | |
Employee | Employee | Facility | Cost of Goods Sold | Facilities | Facilities | Restructuring | Restructuring | ||
Restructuring Cost And Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges related to factory impairment | ' | ' | ' | ' | ' | ' | ' | $300,000 | ' |
Number of facilities closed | ' | ' | 1 | ' | ' | ' | ' | ' | ' |
Restructuring Obligation | 623,000 | 623,000 | ' | ' | ' | 236,000 | ' | ' | ' |
Number of employees reduced | 67 | 67 | ' | ' | ' | ' | ' | ' | ' |
Percentage of Employees reduced | 3.00% | 3.00% | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | $450,000 | $775,000 | ' | ' | $500,000 | ' | ' | ' | $1,100,000 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Subsequent Event [Line Items] | ' | ' | ' | ' |
Adjustment to fair value of contingent consideration | $1,026,000 | ($850,000) | $1,026,000 | ($246,000) |
Operating Expenses | 26,695,000 | 19,488,000 | 73,635,000 | 60,902,000 |
Subsequent Event | ' | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' | ' |
Year of acquisition | ' | ' | '2011 | ' |
Amount received from escrow ,net | ' | ' | 1,900,000 | ' |
Amount of indemnification claims by the company | 3,900,000 | ' | 3,900,000 | ' |
Adjustment to fair value of contingent consideration | ' | ' | 2,000,000 | ' |
Operating Expenses | 1,000,000 | ' | 1,000,000 | ' |
Prior to Agreement | ' | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' | ' |
Estimated fair value of contingent consideration amount | $1,000,000 | ' | $1,000,000 | ' |