Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | 27-May-14 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'NPTN | ' | ' |
Entity Registrant Name | 'NEOPHOTONICS CORP | ' | ' |
Entity Central Index Key | '0001227025 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 31,780,761 | ' |
Entity Public Float | ' | ' | $178,623,115 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Current assets: | ' | ' | |
Cash and cash equivalents | $57,101 | $36,940 | [1] |
Short-term investments | 17,916 | 64,301 | [1] |
Restricted cash | 2,138 | 2,626 | [1] |
Accounts receivable, net of allowance for doubtful accounts of $531 and $963 at December 31, 2013 and 2012, respectively | 64,533 | 70,354 | [1] |
Inventories | 64,908 | 43,793 | [1] |
Prepaid expenses and other current assets | 9,977 | 7,630 | [1] |
Total current assets | 216,573 | 225,644 | [1] |
Property, plant and equipment, net | 68,851 | 54,440 | [1] |
Purchased intangible assets, net | 15,005 | 14,213 | [1] |
Other long-term assets | 1,798 | 1,335 | [1] |
Total assets | 302,227 | 295,632 | [1] |
Current liabilities: | ' | ' | |
Accounts payable | 48,569 | 36,308 | [1] |
Notes payable | 9,738 | 12,003 | [1] |
Current portion of long-term debt | 10,325 | 5,000 | [1] |
Accrued and other current liabilities | 23,643 | 19,959 | [1] |
Total current liabilities | 92,275 | 73,270 | [1] |
Long-term debt, net of current portion | 24,150 | 17,167 | [1] |
Deferred income tax liabilities | 1,004 | 653 | [1] |
Other noncurrent liabilities | 7,987 | 1,862 | [1] |
Total liabilities | 125,416 | 92,952 | [1] |
Commitments and contingencies (Note 13) | ' | ' | [1] |
Stockholders’ equity: | ' | ' | |
Preferred stock, $0.0025 par value, 10,000,000 shares authorized, no shares issued or outstanding | ' | ' | [1] |
Common stock, $0.0025 par value, 100,000,000 shares authorized At December 31, 2013, 31,571,584 shares issued and outstanding; At December 31, 2012, 30,546,155 shares issued and outstanding | 79 | 76 | [1] |
Additional paid-in capital | 447,467 | 438,858 | [1] |
Accumulated other comprehensive income | 11,687 | 11,829 | [1] |
Accumulated deficit | -282,422 | -248,083 | [1] |
Total stockholders’ equity | 176,811 | 202,680 | [1] |
Total liabilities and stockholders’ equity | $302,227 | $295,632 | [1] |
[1] | Revised |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, Net allowance for doubtful accounts | $531 | $963 |
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 | 31,571,584 | 30,546,155 |
Common stock, shares outstanding | 31,571,584 | 30,546,155 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue | $282,242 | $245,423 | $201,029 |
Cost of goods sold | 217,069 | 184,163 | 150,944 |
Gross profit | 65,173 | 61,260 | 50,085 |
Operating expenses: | ' | ' | ' |
Research and development | 45,853 | 38,288 | 30,855 |
Sales and marketing | 14,242 | 13,241 | 11,686 |
General and administrative | 30,012 | 24,361 | 20,911 |
Acquisition-related transaction costs | 5,406 | 1,447 | 989 |
Amortization of purchased intangible assets | 1,532 | 1,316 | 994 |
Adjustment to fair value of contingent consideration | 1,026 | -554 | -1,287 |
Goodwill impairment charges | 0 | 0 | 13,106 |
Restructuring charges | 775 | 68 | 1,297 |
Total operating expenses | 98,846 | 78,167 | 78,551 |
Loss from operations | -33,673 | -16,907 | -28,466 |
Interest income | 348 | 592 | 407 |
Interest expense | -996 | -568 | -422 |
Other income (expense), net | 1,186 | 575 | 14,246 |
Total interest and other income (expense), net | 538 | 599 | 14,231 |
Loss before income taxes | -33,135 | -16,308 | -14,235 |
Provision for income taxes | -1,204 | -1,364 | -1,155 |
Loss from continuing operations | -34,339 | -17,672 | -15,390 |
Income from discontinued operations, net of tax | ' | 142 | 636 |
Net loss | -34,339 | -17,530 | -14,754 |
Deemed dividend on beneficial conversion of Series X redeemable convertible preferred stock | ' | ' | -17,049 |
Accretion of redeemable convertible preferred stock | ' | ' | -7 |
Net loss attributable to NeoPhotonics Corporation common stockholders | ($34,339) | ($17,530) | ($31,810) |
Basic and diluted net income (loss) per share attributable to NeoPhotonics Corporation common stockholders: | ' | ' | ' |
Continuing operations | ($1.11) | ($0.62) | ($1.45) |
Discontinued operations | ' | ' | $0.03 |
Net loss | ($1.11) | ($0.62) | ($1.42) |
Basic and diluted weighted average shares used to compute net loss per share attributable to NeoPhotonics Corporation common stockholders | 31,000,325 | 28,529,849 | 22,359,802 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Net loss | ($34,339) | ($17,530) | ($14,754) |
Other comprehensive income (loss) | ' | ' | ' |
Foreign currency translation adjustments (net of zero tax) | 41 | 101 | 3,265 |
Defined benefit pension plans adjustment (net of tax of $73) | -118 | ' | ' |
Total other comprehensive income (loss) | -142 | 476 | -1,454 |
Comprehensive loss | -34,481 | -17,054 | -16,208 |
Available-for-Sale Securities | ' | ' | ' |
Other comprehensive income (loss) | ' | ' | ' |
Unrealized gains (losses) | -65 | 375 | -307 |
Sale of Equity Investment | ' | ' | ' |
Other comprehensive income (loss) | ' | ' | ' |
Unrealized gains (losses) | ' | ' | 8,291 |
Less: Reclassification adjustment for gain on sale of equity investment included in net income (net of zero tax) | ' | ' | ($12,703) |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Loss (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Foreign currency translation adjustments, tax | $0 | $0 | $0 |
Defined benefit pension plans adjustment, Tax | 73 | ' | ' |
Available-for-Sale Securities | ' | ' | ' |
Unrealized gains (losses), tax | 0 | 0 | 0 |
Sale of Equity Investment | ' | ' | ' |
Unrealized gains (losses), tax | 0 | 0 | 0 |
Reclassification adjustment for gain on sale of equity investment, tax | $0 | $0 | $0 |
Consolidated_Statements_of_Red
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (USD $) | Total | Redeemable convertible preferred stock | Common Stock | Additional paid-in capital | Accumulated other comprehensive income | Accumulated deficit | |
In Thousands, except Share data | |||||||
Balances at Dec. 31, 2010 | ($109,638) | $211,541 | $5 | $93,349 | $12,807 | ($215,799) | |
Beginning (in shares) at Dec. 31, 2010 | ' | 6,658,010 | 1,955,280 | ' | ' | ' | |
Comprehensive loss | -16,208 | ' | ' | ' | -1,454 | -14,754 | |
Accretion of preferred stock to redemption value | -7 | 7 | ' | -7 | ' | ' | |
Deemed dividend on beneficial conversion of Series X redeemable convertible preferred stock | -17,049 | 17,049 | ' | -17,049 | ' | ' | |
Issuance of common stock upon initial public offering at $11.00 per share, net of issuance costs of $4,263 | 83,971 | ' | 22 | 83,949 | ' | ' | |
Issuance of common stock upon initial public offering at $11.00 per share, net of issuance costs of $4,263 (in shares) | ' | ' | 8,625,000 | ' | ' | ' | |
Conversion of preferred stock into shares of common stock | 228,597 | -228,597 | 35 | 228,562 | ' | ' | |
Conversion of preferred stock into shares of common stock (in shares) | ' | -6,658,010 | 14,038,489 | ' | ' | ' | |
Issuance of common stock upon exercise of stock options | 340 | ' | ' | 340 | ' | ' | |
Issuance of common stock upon exercise of stock options (in shares) | ' | ' | 79,144 | ' | ' | ' | |
Repurchase of common stock | ' | ' | ' | ' | ' | ' | |
Repurchase of common stock (in shares) | ' | ' | -51 | ' | ' | ' | |
Issuance of common stock under employee stock purchase plan | 863 | ' | ' | 863 | ' | ' | |
Issuance of common stock under employee stock purchase plan (in shares) | ' | ' | 164,723 | ' | ' | ' | |
Vesting of early exercised stock options | 19 | ' | ' | 19 | ' | ' | |
Stock-based compensation expense | 2,766 | ' | ' | 2,766 | ' | ' | |
Balances at Dec. 31, 2011 | 173,654 | ' | 62 | 392,792 | 11,353 | -230,553 | |
Beginning (in shares) at Dec. 31, 2011 | ' | ' | 24,862,585 | ' | ' | ' | |
Comprehensive loss | -17,054 | ' | ' | ' | 476 | -17,530 | |
Initial public offering cost adjustment | 63 | ' | ' | 63 | ' | ' | |
Issuance of common stock for investment (revised, see Note 1) | 39,401 | ' | 12 | 39,389 | ' | ' | |
Issuance of common stock for investment (revised, see Note 1) (in shares) | ' | ' | 4,972,905 | ' | ' | ' | |
Issuance of common stock upon exercise of stock options | 102 | ' | 1 | 101 | ' | ' | |
Issuance of common stock upon exercise of stock options (in shares) | ' | ' | 190,554 | ' | ' | ' | |
Issuance of common stock under employee stock purchase plan | 1,866 | ' | 1 | 1,865 | ' | ' | |
Issuance of common stock under employee stock purchase plan (in shares) | ' | ' | 520,111 | ' | ' | ' | |
Stock-based compensation expense | 4,648 | ' | ' | 4,648 | ' | ' | |
Balances at Dec. 31, 2012 | 202,680 | [1] | ' | 76 | 438,858 | 11,829 | -248,083 |
Beginning (in shares) at Dec. 31, 2012 | ' | ' | 30,546,155 | ' | ' | ' | |
Comprehensive loss | -34,481 | ' | ' | ' | -142 | -34,339 | |
Issuance of common stock upon exercise of stock options | 1,213 | ' | 1 | 1,212 | ' | ' | |
Issuance of common stock upon exercise of stock options (in shares) | 260,604 | ' | 260,604 | ' | ' | ' | |
Issuance of common stock under employee stock purchase plan | 2,157 | ' | 2 | 2,155 | ' | ' | |
Issuance of common stock under employee stock purchase plan (in shares) | ' | ' | 487,856 | ' | ' | ' | |
Issuance of common stock for vested restricted stock units | ' | ' | ' | ' | ' | ' | |
Issuance of common stock for vested restricted stock units (in shares) | ' | ' | 276,969 | ' | ' | ' | |
Tax withholding related to vesting of restricted stock units | -565 | ' | ' | -565 | ' | ' | |
Stock-based compensation expense | 5,807 | ' | ' | 5,807 | ' | ' | |
Balances at Dec. 31, 2013 | $176,811 | ' | $79 | $447,467 | $11,687 | ($282,422) | |
Beginning (in shares) at Dec. 31, 2013 | ' | ' | 31,571,584 | ' | ' | ' | |
[1] | Revised |
Consolidated_Statements_of_Red1
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2011 |
Issuance of common stock upon initial public offering, per share | $11 |
Issuance of common stock upon initial public offering, issuance cost | $4,263 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Cash flows from operating activities | ' | ' | ' | ||
Net loss | ($34,339) | ($17,530) | ($14,754) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' | ' | ||
Depreciation and amortization | 20,381 | 18,716 | 12,931 | ||
Goodwill impairment charges | 0 | 0 | 13,106 | ||
Stock-based compensation expense | 5,736 | 4,777 | 3,156 | ||
Deferred taxes | -469 | 221 | -452 | ||
Investment-related amortization and accrued interest | 1,003 | 585 | 345 | ||
Loss on disposal of property and equipment | 710 | 152 | 224 | ||
Adjustment to fair value of contingent consideration | 1,026 | -554 | -1,287 | ||
Adjustment to fair value of penalty payment derivative | 101 | ' | ' | ||
Gain on sale of an unconsolidated investee, net of direct cost | ' | ' | -13,867 | ||
Gain on discontinued operations | ' | -750 | ' | ||
Allowance for doubtful accounts | -253 | 312 | 535 | ||
Write-down of inventories | 3,207 | 3,132 | 680 | ||
Others | -667 | ' | ' | ||
Change in assets and liabilities, net of effects of acquisitions: | ' | ' | ' | ||
Accounts receivable | 7,234 | -1,802 | -2,750 | ||
Inventories | -10,458 | -11,828 | -8,508 | ||
Prepaid expenses and other assets | -1,795 | -199 | 1,795 | ||
Accounts payable | 7,712 | -2,992 | -452 | ||
Accrued and other liabilities | 5,382 | -1,030 | -3,212 | ||
Net cash provided by (used in) operating activities | 4,511 | -8,790 | -12,510 | ||
Cash flows from investing activities | ' | ' | ' | ||
Purchase of property, plant and equipment | -19,566 | -12,738 | -11,677 | ||
Proceeds from disposition of property, plant and equipment | 92 | ' | ' | ||
Purchase of marketable securities | -58,860 | -155,887 | -172,972 | ||
Proceeds from sale of marketable securities | 53,847 | 104,258 | 113,909 | ||
Proceeds from maturity of securities | 50,358 | 40,935 | 4,623 | ||
Decrease (increase) in restricted cash | 561 | 608 | -48 | ||
Acquisitions, net of cash acquired | -13,128 | ' | -38,986 | ||
Proceeds received on sale of discontinued operations, net of tax | ' | 1,825 | ' | ||
Proceeds from sale of an unconsolidated investee | ' | ' | 21,288 | ||
Net cash provided by (used in) investing activities | 13,304 | -20,999 | -83,863 | ||
Cash flows from financing activities | ' | ' | ' | ||
Proceeds from initial public offering of common stock, net of issuance costs | ' | ' | 86,412 | ||
Proceeds from issuance of common stock, net of issuance costs | ' | 39,636 | ' | ||
Proceeds from exercise of stock options and issuance of stock under ESPP | 3,370 | 2,070 | 1,204 | ||
Tax withholding on restricted stock units | -565 | ' | ' | ||
Proceeds from bank loans | 26,443 | ' | 28,000 | ||
Repayment of bank loans | -24,110 | -5,000 | -14,214 | ||
Proceeds from issuance of notes payable | 19,543 | 25,959 | 29,390 | ||
Repayment of notes payable | -22,166 | -28,601 | -28,157 | ||
Net cash provided by financing activities | 2,515 | 34,064 | 102,635 | ||
Effect of exchange rates on cash and cash equivalents | -169 | 180 | 758 | ||
Net increase in cash and cash equivalents | 20,161 | 4,455 | 7,020 | ||
Cash and cash equivalents at the beginning of the period | 36,940 | [1] | 32,485 | 25,465 | |
Cash and cash equivalents at the end of the period | 57,101 | 36,940 | [1] | 32,485 | |
Supplemental disclosure of cash flow information: | ' | ' | ' | ||
Cash paid for interest | 837 | 571 | 368 | ||
Cash paid for income taxes | 1,013 | 531 | 1,532 | ||
Supplemental disclosure of noncash investing and financing activities: | ' | ' | ' | ||
Changes in accounts payable and accrued liabilities related to property and equipment purchases | -1,397 | 2,551 | 986 | ||
Issuance of notes to the seller of acquired business | 11,130 | ' | ' | ||
Accretion of redeemable convertible preferred stock | ' | ' | 7 | ||
Conversion of preferred stock to common stock upon IPO | ' | ' | $228,597 | ||
[1] | Revised |
The_Company_and_Basis_of_Prese
The Company and Basis of Presentation | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
The Company and Basis of Presentation | ' | ||||||||
1. The Company and basis of presentation | |||||||||
Business and organization | |||||||||
NeoPhotonics Corporation and its subsidiaries (NeoPhotonics or the Company) is a leading designer and manufacturer of PIC-based modules and subsystems for bandwidth-intensive, high-speed communications networks. | |||||||||
Certain Significant Risks and Uncertainties | |||||||||
The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, any of the following areas could have a negative effect on the Company in terms of its future financial position, results of operations or cash flows: the general state of the U.S. and world economies, the highly cyclical nature of the industries the Company serves; the loss of any of a small number of its larger customers; ability to obtain additional financing; inability to meet certain debt covenants; failure to successfully integrate completed acquisitions; fundamental changes in the technology underlying the Company’s products; the hiring, training and retention of key employees; successful and timely completion of product design efforts; and new product design introductions by competitors. | |||||||||
Revision of Prior Period Balance Sheet | |||||||||
As further described in Note 14, 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 in April 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 revised to correctly classify $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 Company has assessed the impact of the correction on the 2012 interim and annual consolidated balance sheets and has concluded that the correction is not material to the previously reported consolidated balance sheets. The effect on the Company’s balance sheet at December 31, 2012 for this matter was as follows: | |||||||||
December 31, 2012 | |||||||||
(in thousands) | Previously | As Revised | |||||||
Reported | |||||||||
Other noncurrent liabilities | $ | 1,724 | $ | 1,862 | |||||
Redeemable common stock | 5,000 | — | |||||||
Additional paid-in capital | 433,996 | 438,858 | |||||||
Discontinued operations | |||||||||
In January 2012, the Company entered into a purchase agreement with a third party to divest its 100% equity interest in Shenzhen Photon Broadband Technology Co., Ltd. (Broadband), a subsidiary in China, for a total cash consideration of RMB 13.0 million ($2.1 million), and the transaction closed in March 2012. As such, the results of operations associated with Broadband are presented as discontinued operations in the Company’s consolidated statements of operations for 2011 and 2012. Unless otherwise indicated, all discussions herein relate to the Company’s continuing operations. | |||||||||
Consolidation | |||||||||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2013 | |||
Summary of Significant Accounting Policies | ' | ||
2. Summary of significant accounting policies | |||
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. | |||
Concentration of credit risk and significant customers | |||
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and trade accounts receivable. The Company’s investment policy requires cash and cash equivalents to be placed with high-credit quality institutions and limits on the amount of credit risk from any one issuer. The Company performs ongoing credit evaluations of its customers’ financial condition whenever deemed necessary and generally does not require collateral. The Company maintains an allowance for doubtful accounts based upon the expected collectability of all accounts receivable, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness and current economic trends. | |||
For the year ended December 2013, three customers accounted for 27%, 16% and 14% of the Company’s total revenue. For the year ended December 31, 2012, three customers accounted for 36%, 16% and 15% of the Company’s total revenue. For the year ended December 31, 2011, a single customer accounted for 51% of the Company’s total revenue. No other customers accounted for 10% or more of total revenue in any year presented. | |||
As of December 31, 2013, two customers accounted for 14% and 10% for the Company’s total accounts receivable and as of December 31, 2012, two customers accounted for 42% and 16% of the Company’s total accounts receivable. No other customers accounted for 10% or more of total accounts receivable as of December 31, 2013 or 2012. | |||
Restricted cash | |||
As a condition of the notes payable lending arrangements of the Company’s subsidiaries in China, these subsidiaries are 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. These balances have been excluded from the Company’s cash and cash equivalents balance and are classified as restricted cash on the Company’s consolidated balance sheets. As of December 31, 2013 and 2012, the amount of restricted cash was $2.1 million and $2.6 million, respectively. | |||
Cash, cash equivalents and investments | |||
Highly liquid investments with a maturity of 90 days or less at the date of purchase are considered cash equivalents. Cash and cash equivalents consist primarily of bank deposits. The Company’s policy is to classify money market accounts as short-term investments other than minor amounts included in cash equivalents for administrative purposes. | |||
The Company regularly reviews its investment portfolio to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether a loss is other-than-temporary include: the length of time and extent to which the fair market value has been lower than the cost basis, the financial condition and near-term prospects of the investee, credit quality, likelihood of recovery, and the Company’s ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair market value. | |||
Unrealized gains and losses, net of tax, are included in accumulated other comprehensive income as a separate component of stockholders’ equity on the consolidated balance sheets. The amortization of premiums and discounts on the investments, and realized gains and losses on available-for-sale securities are included in other income (expense), net in the consolidated statements of operations. The Company uses the specific-identification method to determine cost in calculating realized gains and losses upon sale of its marketable securities. | |||
Marketable securities are reported at fair value and are classified as available-for-sale investments in our current assets because they represent investments of cash available for current operations. | |||
Fair Value Measurements | |||
Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative accounting guidance describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable. These levels of inputs are as follows: | |||
Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. | |||
Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |||
Level 3—Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. | |||
For marketable securities measured at fair value using Level 2 inputs, we review trading activity and pricing for these investments as of the measurement date. When sufficient quoted pricing for identical securities is not available, we use market pricing and other observable market inputs for similar securities obtained from various third party data providers. These inputs either represent quoted prices for similar assets in active markets or have been derived from observable market data. | |||
Accounts receivable | |||
Accounts receivable include trade receivables and notes receivable from customers. The Company receives notes receivable in exchange for accounts receivable from certain customers in China that are secured by the customer’s affiliated financial institution. The notes are generally due within 6 months. | |||
An allowance for doubtful accounts is calculated based on the aging of the Company’s trade receivables, historical experience, and management judgment. The Company writes off trade receivables against the allowance when management determines a balance is uncollectible and no longer actively pursues collection of the receivable. | |||
Inventories | |||
Inventories consist of on-hand raw materials, work-in-progress inventories and finished goods. Raw materials and work-in-process inventories are stored mainly on the Company’s premises. Finished goods are stored on the Company’s premises as well as on consignment at certain customer sites. | |||
Inventories are stated at the lower of standard cost, which approximates actual cost determined on the weighted average basis, or market value. Inventories are recorded using the first-in, first-out method. The Company routinely evaluates quantities and values of inventories in light of current market conditions and market trends, and records a write-down for quantities in excess of demand and product obsolescence. The evaluation may take into consideration historic usage, expected demand, anticipated sales price, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence, customer concentrations, product merchantability and other factors. Market conditions are subject to change and actual consumption of inventory could differ from forecasted demand. The Company also regularly reviews the cost of inventories against their estimated market value and records a lower of cost or market write-down for inventories that have a cost in excess of estimated market value, resulting in a new cost basis for the related inventories which is not reversed. | |||
Business Combinations | |||
We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. | |||
Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships and acquired patents and developed technology; and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. | |||
Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. | |||
Goodwill | |||
Goodwill is reviewed for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company will first assess the qualitative factors to determine whether it is more likely than not that the fair value of our single reporting operating unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment under Accounting Standards Update (ASU) No. 2011-08, Goodwill and Other (Topic 350): Testing Goodwill for Impairment, issued by the Financial Accounting Standards Board (FASB). If the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the two-step goodwill impairment test is performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step would need to be performed; otherwise, no further steps are required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the applied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. The Company recognized a goodwill impairment charge of $13.1 million in 2011 and did not have any goodwill on its consolidated balance sheets at December 31, 2013 or 2012. | |||
Long-lived assets | |||
Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the following estimated useful lives: | |||
Buildings | 20-30 years | ||
Machinery and equipment | 2-7 years | ||
Furniture, fixtures and office equipment | 3-5 years | ||
Software | 5-7 years | ||
Leasehold improvements | life of the asset or lease term, if shorter | ||
Repairs and maintenance costs are expensed as incurred. | |||
Intangible assets acquired in a business combination are recorded at fair value. Identifiable finite-lived intangible assets are amortized over the period of estimated benefit using the straight-line method, reflecting the pattern of economic benefits associated with these assets. The estimated useful lives of the Company’s intangible assets generally range from five to seven years, except for acquired land use rights in China, which have an estimated useful life of 45 years. | |||
The carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances, both internally and externally, that may suggest impairment. Some factors which the Company considers to be triggering events for impairment review include a significant decrease in the market value of an asset, a significant change in the extent or manner in which an asset is used, a significant adverse change in the business climate that could affect the value of an asset, an accumulation of costs for an asset in excess of the amount originally expected, a current period operating loss or cash flow decline combined with a history of operating loss or cash flow uses or a projection that demonstrates continuing losses and a current expectation that, it is more likely than not, a long-lived asset will be disposed of at a loss before the end of its estimated useful life. | |||
If one or more of such facts or circumstances exist, the Company will evaluate the carrying value of long-lived assets to determine if impairment exists, by comparing it to estimated undiscounted future cash flows over the remaining useful life of the assets. If the carrying value of the assets is greater than the estimated future cash flow, the assets are written down to the estimated fair value. The Company’s cash flow estimates contain management’s best estimates, using appropriate and customary assumptions and projections at the time. Any write-down would be treated as a permanent reduction in the carrying amount of the asset and an operating loss would be recognized. | |||
Revenue recognition | |||
Revenue is derived from the sale of the Company’s products. The Company recognizes revenue provided that persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. Contracts and/or customer purchase orders are used to determine the existence of an arrangement. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. The price is equal to the amount invoiced to the customer and is not subject to adjustment and customers do not have the right of return. The Company evaluates the creditworthiness of its customers to determine that appropriate credit limits are established prior to the acceptance of an order. | |||
Revenue is recognized when the product is shipped and title has transferred to the buyer. The Company bears all costs and risks of loss or damage to the goods up to that point. On most orders, the Company’s shipment terms provide that title passes to the buyer upon shipment by the Company. Other shipment terms may provide that title passes to the buyer upon delivery of the goods to the buyer. Revenue related to the sale of consignment inventory at customer vendor managed locations is not recognized until the product is pulled from inventory stock by customers. Shipping and handling costs are included in the cost of goods sold. The Company presents revenue net of sales taxes and any similar assessments. | |||
Product warranties | |||
The Company provides warranties to cover defects in workmanship, materials and manufacturing for a period of one to two years to meet the stated functionality as agreed to in each sales arrangement. Products are tested against specified functionality requirements prior to delivery, but the Company nevertheless from time to time experiences claims under its warranty guarantees. The Company accrues for estimated warranty costs under those guarantees based upon historical experience, and for specific items, at the time their existence is known and the amounts are determinable. | |||
Research and development | |||
Research and development expense consists of personnel costs, including stock-based compensation expense, for the Company’s research and development personnel and product development costs, including engineering services, development software and hardware tools, depreciation of capital equipment and facility costs. Research and development costs are expensed as incurred. | |||
Advertising costs | |||
Advertising costs are expensed as incurred and, to date, have not been significant. | |||
Stock-based compensation | |||
The Company grants stock options, stock purchase rights, stock appreciation units and restricted stock units to employees, consultants and directors. The stock-based awards are accounted for at fair value. | |||
The Company generally determines the fair value of stock options on the date of grant utilizing the Black-Scholes-Merton option-pricing model. The fair value of the options is recognized over the period during which an employee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. | |||
Stock purchase rights are accounted for at fair value, utilizing the Black-Scholes-Merton option-pricing model. The expense for each purchase period is recognized on a straight-line basis over the requisite service period, from the beginning of the offering period through the respective purchase date. | |||
The Company records an expense (credit) and an equal adjustment to the liability for stock appreciation units equal to the fair value of the vested portion of the awards as of each period end. Each reporting period thereafter, compensation expense will be recorded, based on the remaining service period and the then fair value of the award until vesting of the award is completed. After vesting is completed, the Company will continue to re-measure the fair value of the liability until the award is exercised or expires, with changes in the fair value of the liability recorded in the consolidated statements of operations. | |||
Restricted stock units are valued at the closing sales price as quoted on the New York Stock Exchange on the date of grant, and are converted into shares of common stock upon vesting on a one-for-one basis. Vesting of restricted stock units is subject to the employee’s continuing service to the Company. The compensation expense related to the restricted stock units is determined using the fair value of common stock on the date of grant, and the expense is recognized on a straight-line basis over the vesting period. | |||
Stock-based compensation expense recognized at fair value includes the impact of estimated forfeitures. The Company estimates future forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||
Income taxes | |||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. | |||
The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. In preparing the Company’s consolidated financial statements, the Company is required to estimate its taxes in each of the jurisdictions in which it operates. The Company estimates actual current tax exposure as well as assesses temporary differences resulting from different treatment of items, such as accruals and allowances not currently deductible for tax purposes. These differences result in deferred tax assets which represent future tax benefits to be received when certain expenses previously recognized in the financial statements become deductible expenses under applicable income tax laws, or loss credit carryforwards are utilized. | |||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of a deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. A valuation allowance is recorded for loss carryforwards and other deferred tax assets where it is more likely than not that such deferred tax assets will not be realized. | |||
Foreign currency | |||
Generally the functional currency of the Company’s international subsidiaries is the local currency. The Company translates the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders’ equity. Net gains (losses) resulting from foreign exchange transactions were $0.9 million, ($0.2) million, and ($0.1) million for the years ended December 31, 2013, 2012, and 2011, respectively. These gains and losses were recorded as other income (expense), net in our consolidated statements of operations. | |||
Net income (loss) per share attributable to NeoPhotonics Corporation common stockholders | |||
The Company applies the two-class method for calculating and presenting net income (loss) per share attributable to NeoPhotonics Corporation common stockholders. Under the two-class method, net income (loss) is allocated between common shares and other participating securities based on their participating rights. Participating securities are defined as securities that participate in dividends with common shares according to a predetermined formula. Basic net income (loss) per share attributable to NeoPhotonics Corporation common stockholders is calculated by dividing net income (loss) attributable to NeoPhotonics Corporation common stockholders by the weighted average number of shares outstanding for the period. Diluted net income (loss) per share attributable to NeoPhotonics Corporation common stockholders is calculated by dividing net income (loss) attributable to NeoPhotonics Corporation common stockholders and income allocable to participating securities to the extent it is dilutive, by the weighted average number of common shares and potential dilutive common share equivalents outstanding during the period if the effect is dilutive. | |||
Recent accounting pronouncements | |||
In February 2013, the 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 were effective prospectively for fiscal years beginning after December 15, 2013. Early adoption is permitted. The adoption of this guidance did not have an 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 exist. This guidance was effective for reporting periods beginning after December 15, 2013. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. | |||
In April 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08") which raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. | |||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company is in the process of evaluating the impact of adoption on its consolidated financial statements. | |||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Discontinued Operations | ' | |||||||
3. Discontinued Operations | ||||||||
The Company entered into a purchase agreement to dispose of its 100% equity interest in Shenzhen Photon Broadband Technology Co., Ltd. (“Broadband”), a subsidiary in China, for total cash consideration of RMB 13.0 million ($2.1 million). The transaction closed on March 13, 2012. The Company recognized a gain of $0.6 million on the sale of Broadband, representing the difference between the consideration received and the net assets transferred to the buyer, net of tax, which was included in its consolidated statement of operations in 2012. | ||||||||
The results of operations associated with Broadband are presented as discontinued operations in the Company’s consolidated statements of operations for the years ended December 31, 2012 and 2011. Revenue and the components of net income related to the discontinued operations were as follows (in thousands): | ||||||||
2012 | 2011 | |||||||
Revenue | $ | 590 | $ | 5,085 | ||||
Income from discontinued operations before income taxes | $ | 256 | $ | 318 | ||||
Benefit from (provision for) income taxes | (114 | ) | 318 | |||||
Net income from discontinued operations | $ | 142 | $ | 636 | ||||
Cash_Cash_Equivalents_and_Shor
Cash, Cash Equivalents and Short-Term Investments | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Cash, Cash Equivalents and Short-Term Investments | ' | |||||||||||||||||||||||||||||||
4. Cash, cash equivalents and short-term investments | ||||||||||||||||||||||||||||||||
The following table summarizes the Company’s unrealized gains and losses related to the cash, cash equivalents and investments in marketable securities designated as available-for-sale (in thousands): | ||||||||||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Fair | Amortized | Gross | Gross | Fair | |||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Value | Cost | Unrealized | Unrealized | Value | |||||||||||||||||||||||||
Gains | Losses | Gains | Losses | |||||||||||||||||||||||||||||
Cash and cash equivalents | ||||||||||||||||||||||||||||||||
Money market funds | $ | 11 | $ | — | $ | — | $ | 11 | $ | 11 | $ | — | $ | — | $ | 11 | ||||||||||||||||
Short-term investments | ||||||||||||||||||||||||||||||||
Money market funds | 4,577 | — | — | 4,577 | 7,259 | — | — | 7,259 | ||||||||||||||||||||||||
Corporate bonds | 6,708 | 3 | (5 | ) | 6,706 | 23,151 | 43 | (1 | ) | 23,193 | ||||||||||||||||||||||
U.S. federal agencies | — | — | — | — | 27,241 | 10 | — | 27,251 | ||||||||||||||||||||||||
Foreign bonds and notes | 4,827 | 5 | — | 4,832 | 4,682 | 14 | — | 4,696 | ||||||||||||||||||||||||
Variable rate demand notes | 1,801 | — | — | 1,801 | 1,902 | — | — | 1,902 | ||||||||||||||||||||||||
Total short-term investments | 17,913 | 8 | (5 | ) | 17,916 | 64,235 | 67 | (1 | ) | 64,301 | ||||||||||||||||||||||
Total | $ | 17,924 | $ | 8 | $ | (5 | ) | $ | 17,927 | $ | 64,246 | $ | 67 | $ | (1 | ) | $ | 64,312 | ||||||||||||||
Realized gains and losses on the sale of marketable securities during the years ended December 31, 2013 and 2012 were immaterial. Variable rate demand notes (VRDNs) are floating rate municipal bonds with embedded put options that allow the bondholder to sell the security at par plus accrued interest. All of the put options are secured by a pledged liquidity source. While they are classified as short-term investments, the put option allows the VRDNs to be liquidated at par on a seven day settlement basis. | ||||||||||||||||||||||||||||||||
The following table summarizes the estimated fair value of the short-term investments in marketable securities designated as available-for-sale and classified by the contractual maturity date of the security as of December 31, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||
Less than 1 year | $ | 14,118 | $ | 51,861 | ||||||||||||||||||||||||||||
Due in 1 to 2 years | 2,008 | 10,550 | ||||||||||||||||||||||||||||||
Due in 2 to 5 years | — | — | ||||||||||||||||||||||||||||||
Due after 5 years | 1,801 | 1,901 | ||||||||||||||||||||||||||||||
Total | $ | 17,927 | $ | 64,312 | ||||||||||||||||||||||||||||
There were no securities in a continuous loss position for 12 months or longer as of December 31, 2013 or 2012. | ||||||||||||||||||||||||||||||||
Other investments | ||||||||||||||||||||||||||||||||
In the second quarter of 2011, the Company sold all of its shares in Ignis, a Norwegian company, for gross proceeds of $21.3 million and recognized a gain of $13.8 million. The gain was included in other income (expense), net in the Company’s consolidated statement of operations for the year ended December 31, 2011. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||||||||||||||
5. Fair value measurements | ||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | ||||||||||||||||||||||||||||||||
The following table presents the Company’s assets that are measured at fair value on a recurring basis (in thousands): | ||||||||||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Cash, cash equivalents and short-term investments: | ||||||||||||||||||||||||||||||||
Money market funds | $ | 4,588 | $ | — | $ | — | $ | 4,588 | $ | 7,270 | $ | — | $ | — | $ | 7,270 | ||||||||||||||||
Corporate bonds | — | 6,706 | — | 6,706 | — | 23,193 | — | 23,193 | ||||||||||||||||||||||||
U.S. federal agencies | — | — | — | — | — | 27,251 | — | 27,251 | ||||||||||||||||||||||||
Foreign bonds and notes | — | 4,832 | — | 4,832 | — | 4,696 | — | 4,696 | ||||||||||||||||||||||||
Variable rate demand notes | — | 1,801 | — | 1,801 | — | 1,902 | — | 1,902 | ||||||||||||||||||||||||
Mutual funds held in Rabbi Trust | 442 | — | — | 442 | 188 | — | — | 188 | ||||||||||||||||||||||||
Additionally, the Company’s cash equivalents at December 31, 2013 and 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 Company offers a Non-Qualified Deferred Compensation Plan (“NQDC Plan”) to a select group of its highly compensated employees. The NQDC Plan provides participants the opportunity to defer payment of certain compensation as defined in the NQDC Plan. A Rabbi Trust has been established to fund the NQDC Plan obligation, which was fully funded at December 31, 2013. The assets held by the Rabbi Trust are substantially in the form of exchange traded mutual funds and are included in the Company’s other long-term assets on its consolidated balance sheets at December 31, 2013 and 2012. | ||||||||||||||||||||||||||||||||
The following table presents the Company’s liabilities that are measured at fair value on a recurring basis (in thousands): | ||||||||||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 1,985 | $ | 1,985 | $ | — | $ | — | $ | 959 | $ | 959 | ||||||||||||||||
(Note 13) | ||||||||||||||||||||||||||||||||
Penalty payment derivative | $ | — | $ | — | $ | 239 | $ | 239 | $ | — | $ | — | $ | 138 | $ | 138 | ||||||||||||||||
(Note 14) | ||||||||||||||||||||||||||||||||
There were no transfers between levels of the fair value hierarchy during either 2013 or 2012. | ||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||||||||||||||||||||
Certain of the Company’s assets, including intangible assets and goodwill are re-measured at fair value if impairment is indicated. | ||||||||||||||||||||||||||||||||
During 2011, the Company recorded a goodwill impairment charge of $13.1 million (See Note 8). This fair value measurement was calculated using unobservable inputs, using both the income and market approach, which are classified as Level 3 within the fair value hierarchy. Inputs for the income approach included the amount and timing of future cash flows based on the Company’s operational budgets, strategic plans, terminal growth rates assumptions and other estimates. The primary input for the market approach included market multiples for guideline companies that operate in a similar business environment. | ||||||||||||||||||||||||||||||||
Assets and Liabilities Not Measured at Fair Value | ||||||||||||||||||||||||||||||||
The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and notes payable approximate their fair values due to the short-term nature and liquidity of these financial instruments. | ||||||||||||||||||||||||||||||||
The fair values of the Company’s long-term debt have been calculated using an estimate of the interest rate the Company would have had to pay on the issuance of liabilities with a similar maturity and discounting the cash flows at that rate which it considers to be a level 2 fair value measurement. The fair values do not necessarily give an indication of the amount that the Company would currently have to pay to extinguish any of this debt. | ||||||||||||||||||||||||||||||||
The fair value of the Company’s variable rate bank borrowings was not materially different than its carrying value at December 31, 2013 as the interest rates approximated rates currently available to the Company and was approximately $21.2 million (carrying value of $22.2 million) at December 31, 2012. The fair value of the Company’s acquisition-related debt was approximately $10.0 million (carrying value of $9.975 million) at December 31, 2013. |
Net_Income_Loss_per_Share_Attr
Net Income (Loss) per Share Attributable to NeoPhotonics Corporation Common Stockholders | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Net Income (Loss) per Share Attributable to NeoPhotonics Corporation Common Stockholders | ' | |||||||||||
6. Net income (loss) per share attributable to NeoPhotonics Corporation common stockholders | ||||||||||||
The following table sets forth the computation of the basic and diluted loss per share attributable to NeoPhotonics Corporation common stockholders for the periods indicated (in thousands, except share and per share amounts): | ||||||||||||
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Loss from continuing operations | $ | (34,339 | ) | $ | (17,672 | ) | $ | (15,390 | ) | |||
Less: Accretion of redeemable convertible preferred stock | — | — | (7 | ) | ||||||||
Less: deemed dividend on beneficial conversion of Series X redeemable convertible preferred stock | — | — | (17,049 | ) | ||||||||
Loss from continuing operations attributable to NeoPhotonics Corporation common stockholders | (34,339 | ) | (17,672 | ) | (32,446 | ) | ||||||
Income from discontinued operations | — | 142 | 636 | |||||||||
Loss attributable to NeoPhotonics Corporation common stockholders | $ | (34,339 | ) | $ | (17,530 | ) | $ | (31,810 | ) | |||
Denominator: | ||||||||||||
Weighted average shares used to compute basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders | 31,000,325 | 28,529,849 | 22,359,802 | |||||||||
Basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders: | ||||||||||||
Continuing operations | $ | (1.11 | ) | $ | (0.62 | ) | $ | (1.45 | ) | |||
Discontinued operations | $ | — | $ | — | $ | 0.03 | ||||||
Net income (loss) | $ | (1.11 | ) | $ | (0.62 | ) | $ | (1.42 | ) | |||
The Company has excluded the impact of outstanding employee stock options, restricted stock units, common stock warrants and shares expected to be issued under its employee stock purchase plan from the computation of diluted net loss per share attributable to NeoPhotonics Corporation common stockholders, as their effect would have been antidilutive. The shares potentially issuable for each of these outstanding awards at December 31, 2013, 2012 and 2011 were as follows: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Employee stock options | 4,103,454 | 2,773,887 | 2,631,524 | |||||||||
Restricted stock units | 1,169,649 | 924,823 | 517,445 | |||||||||
Employee stock purchase plan | 403,329 | 475,592 | 505,324 | |||||||||
Common stock warrants | 4,482 | 4,482 | 4,482 | |||||||||
5,680,914 | 4,178,784 | 3,658,775 | ||||||||||
Business_Combination
Business Combination | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Combination | ' | |||||||
7. Business Combinations | ||||||||
Acquisition of NeoPhotonics Semiconductor | ||||||||
On March 29, 2013 (the “closing date”) the Company acquired certain assets and assumed certain liabilities related to the semiconductor 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. 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 $5.4 million in acquisition-related 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 are included in operating expenses in the Company’s 2013 consolidated statement of operations. | ||||||||
The results of operations of NeoPhotonics Semiconductor and the estimated fair values of the assets acquired and liabilities assumed have been included in the Company’s consolidated financial statements since the date of the acquisition. For the year ended December 31, 2013, NeoPhotonics Semiconductor‘s contribution to total revenues was $40.4 million. 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 | 14,433 | |||||||
Intangible assets acquired: | ||||||||
Developed technology | 2,120 | |||||||
Customer relationships | 3,180 | |||||||
$ | 33,077 | |||||||
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 20 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 intangible assets acquired is 5.4 years. | ||||||||
The following unaudited supplemental pro forma information presents the combined results of operations of NeoPhotonics Corporation and NeoPhotonics Semiconductor for the years ended December 31, 2013 and 2012 as if the NeoPhotonics Semiconductor acquisition had been completed at the beginning of 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 from its sales to the Company prior to the acquisition. As a result of the elimination adjustments, revenues were reduced by $1.9 million and $4.4 million for 2013 and 2012, respectively, and cost of goods sold was reduced by $1.8 million and $3.9 million for 2013 and 2012, respectively. The pro forma financial information for 2013 also included elimination of $5.4 million in transaction costs and cost of goods sold was decreased by $3.2 million and increased by $4.3 million for 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): | ||||||||
Year ended December 31, | ||||||||
2013 | 2012 | |||||||
Revenue | $ | 294,933 | $ | 305,286 | ||||
Net loss | $ | (23,340 | ) | $ | (11,014 | ) | ||
Basic and diluted net loss per share | $ | (0.75 | ) | $ | (0.39 | ) | ||
The unaudited 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. | ||||||||
Acquisition of Santur | ||||||||
In 2011, the Company acquired Santur, a leading designer and manufacturer of Indium Phosphide (InP)-based PIC products, for total cash consideration of $44.4 million, including $6.0 million that was withheld and placed into escrow to cover certain indemnity obligations. In addition, the sellers were entitled to receive up to $7.5 million based on Santur’s quarterly gross profit during 2012 (see Note 13). | ||||||||
The Company accounted for its acquisition of Santur as a business combination. Santur’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 excess purchase price over the value of the net assets acquired was recorded as goodwill. The following table summarizes the purchase accounting and the net tangible assets acquired as of the date of acquisition (in thousands): | ||||||||
Total purchase consideration: | ||||||||
Cash transferred upon closing | $ | 44,396 | ||||||
Fair value of contingent consideration | 2,800 | |||||||
47,196 | ||||||||
Less the fair value of net assets acquired: | ||||||||
Net tangible assets acquired | 21,243 | |||||||
Intangible assets acquired: | ||||||||
Developed technology | 11,800 | |||||||
Customer relationships | 5,000 | |||||||
In-process research and development | 370 | |||||||
38,413 | ||||||||
Goodwill | $ | 8,783 | ||||||
Details of the net assets acquired are as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 5,410 | ||||||
Accounts receivable, net | 10,253 | |||||||
Inventories | 7,578 | |||||||
Prepaid and other current assets. | 1,329 | |||||||
Property, plant and equipment | 13,500 | |||||||
Other non-current assets | 453 | |||||||
Accounts payable | (8,371 | ) | ||||||
Other accrued liabilities | (8,798 | ) | ||||||
Lease obligation | (111 | ) | ||||||
Total net tangible assets acquired | $ | 21,243 | ||||||
The adjustments to measure the assets acquired and liabilities assumed at fair value are described below: | ||||||||
Net Tangible Assets | ||||||||
Santur’s tangible assets acquired and liabilities assumed as of October 12, 2011 were recorded at estimated fair value. The Company increased Santur’s historical value of fixed assets by $5.8 million to adjust the fixed assets to an amount equivalent to the fair market value. The fair value of fixed assets acquired was determined using several approaches depending on the nature of the fixed asset including a market approach and cost approach if market data was not available. The Company also increased Santur’s cost of inventory by $0.2 million. The fair value of inventory acquired was determined using an income approach based upon the expected sales value of the inventory, less direct costs associated with the sale of the inventory and an allocation of profit margins between the buyer and seller. | ||||||||
Intangible Assets | ||||||||
Developed technology represents products that have reached technological feasibility. Santur’s current products offerings include tunable lasers and transmitters, integrated tunable laser assemblies with narrow line width, and a family of PIC products that enable high capacity 40Gbps and 100Gbps transceivers. The fair value of developed technology intangibles acquired was determined using an income approach called the multi-period excess-earnings method, which involves forecasting the net earnings to be generated by the asset, reducing them by appropriate returns on contributory assets, and then discounting the resulting net returns to a present value using the Company’s discount rate. The Company amortizes the developed technology intangible asset over an average estimated life of 5 years and amortization expense is recorded to cost of goods sold. | ||||||||
Customer relationships represent the value placed on Santur’s distribution channels and end users. The fair value of customer relationship intangibles were determined based on the incremental cash flow afforded by having the customer relationships in place on the acquisition date versus having no relationships in place and needing to replicate or replace those relationships. The Company amortizes the customer relationships intangible asset over an average estimated life of 5 years and amortization expense is recorded to operating expenses. | ||||||||
In-process research and development represents four Santur research and development projects that had not reached technological feasibility as of the closing date of the acquisition. Acquired in-process research and development was recorded at fair value as an indefinite-lived intangible asset at the acquisition date until the completion or abandonment of the associated research and development efforts. The fair value of in-process research and development, similar to developed technology intangibles acquired, was determined using an income approach called the multi-period excess-earnings approach, with the additional inclusion of estimated costs required to complete the projects. These projects were completed in 2012. The Company amortizes the assets over an average estimated life of 5 years and amortization expense is recorded to cost of goods sold. | ||||||||
Goodwill | ||||||||
Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets, and represents the assembled workforce, the ability to generate new products and services as a combined company and expected synergistic benefits of the transaction. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or, more frequently if certain indicators are present. | ||||||||
Santur’s results of operations from October 12, 2011 through December 31, 2011 were included in the Company’s consolidated statement of operations for the year ended December 31, 2011. During the year ended December 31, 2011, Santur contributed $5.8 million of revenue and $13.8 million of operating loss, which included the impact from purchase accounting related adjustments, such as the amortization of purchased intangibles, amortization of acquisition related fixed asset and inventory step-up, adjustment to the fair value of contingent consideration, retention expense, and acquisition related costs. The following table presents pro forma results of operations of the Company and Santur, as if the companies had been combined as of the beginning of 2011. The unaudited pro forma results of operations are not necessarily indicative of results that would have occurred had the acquisition taken place on January 1, 2011, or of future results. Pro-forma results include: (i) amortization of intangible assets related to the acquisition, (ii) depreciation expense associated with the fair value adjustment to Santur’s property, plant and equipment, (iii) stock-based compensation expense, and (iv) interest income (expense) associated with Santur’s debt eliminated in connection with the acquisition. The pro forma information for the year ended December 31, 2011 is as follows (in thousands, except per share amounts): | ||||||||
Total revenues | $ | 236,449 | ||||||
Net loss | (29,352 | ) | ||||||
Net loss attributable to NeoPhotonics Corporation | (29,352 | ) | ||||||
Net loss attributable to NeoPhotonics Corporation common stockholders | (46,408 | ) | ||||||
Basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders | (2.08 | ) | ||||||
Goodwill_and_Purchased_Intangi
Goodwill and Purchased Intangible Assets | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Purchased Intangible Assets | ' | |||||||||||||||||||||||
8. Goodwill and purchased intangible assets | ||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||
In the fourth quarter of 2011, the Company recognized a goodwill impairment charge of $13.1 million. As a result, the Company does not have any goodwill on its consolidated balance sheets as of December 31, 2013 or 2012. | ||||||||||||||||||||||||
Both an income and market approach were used to estimate the fair value of the reporting unit. For the income approach, the Company used a discounted cash flow analysis, which included assumptions about future revenue, operating expenses, taxes and working capital and capital asset requirements. Material assumptions used for the income approach were eleven years of projected net cash flows, a discount rate of 18%, and a long-term growth rate of 5%. For the market approach, the Company used a market capitalization analysis, guideline public company analysis and a guideline transactions analysis. The market capitalization approach used the mid-point of the range of closing share prices of the Company’s common stock as of the valuation date and for the three months prior to the valuation date and applied a 40% control premium. The guideline public company analysis measured the enterprise value of eleven companies and also applied a 40% control premium. The guideline transactions analysis looked at thirteen transactions in the optical components industry over the last 3.5 years. | ||||||||||||||||||||||||
The resulting analyses were weighted as follows in measuring the fair value of the reporting unit: | ||||||||||||||||||||||||
Discounted cash flow | 16.7 | % | ||||||||||||||||||||||
Market capitalization | 50 | % | ||||||||||||||||||||||
Guideline public company | 16.7 | % | ||||||||||||||||||||||
Guideline transactions | 16.7 | % | ||||||||||||||||||||||
The market capitalization analysis was weighted higher than the other approaches, as the Company believes that the value indication provided by the market is highly relevant to the valuation of the reporting unit. | ||||||||||||||||||||||||
Purchased intangible assets | ||||||||||||||||||||||||
Purchased intangible assets consist of the following (in thousands): | ||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Assets | Amortization | Assets | Assets | Amortization | Assets | |||||||||||||||||||
Technology and patents | $ | 34,524 | $ | (25,931 | ) | $ | 8,593 | $ | 32,176 | $ | (22,869 | ) | $ | 9,307 | ||||||||||
Customer relationships | 15,004 | (9,732 | ) | 5,272 | 11,898 | (8,148 | ) | 3,750 | ||||||||||||||||
Leasehold interest | 1,406 | (266 | ) | 1,140 | 1,355 | (241 | ) | 1,114 | ||||||||||||||||
Non-compete agreements | 950 | (950 | ) | — | 950 | (908 | ) | 42 | ||||||||||||||||
$ | 51,884 | $ | (36,879 | ) | $ | 15,005 | $ | 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 non-compete agreements within operating expenses. The following table presents details of the amortization expense of the Company’s purchased intangible assets as reported in the consolidated statements of operations (in thousands): | ||||||||||||||||||||||||
Years ended December 31, | ||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||
Cost of goods sold | $ | 2,543 | $ | 2,472 | $ | 598 | ||||||||||||||||||
Operating expenses | 1,532 | 1,316 | 994 | |||||||||||||||||||||
Total | $ | 4,075 | $ | 3,788 | $ | 1,592 | ||||||||||||||||||
The estimated future amortization expense of purchased intangible assets as of December 31, 2013, is as follows (in thousands): | ||||||||||||||||||||||||
2014 | $ | 4,402 | ||||||||||||||||||||||
2015 | 4,386 | |||||||||||||||||||||||
2016 | 3,640 | |||||||||||||||||||||||
2017 | 793 | |||||||||||||||||||||||
2018 | 580 | |||||||||||||||||||||||
Thereafter | 1,204 | |||||||||||||||||||||||
$ | 15,005 | |||||||||||||||||||||||
Balance_Sheet_Components
Balance Sheet Components | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Balance Sheet Components | ' | |||||||||||
9. Balance sheet components | ||||||||||||
Accounts receivable, net | ||||||||||||
Accounts receivable, net consists of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Accounts receivable | $ | 57,010 | $ | 66,338 | ||||||||
Trade notes receivable | 8,054 | 4,979 | ||||||||||
Allowance for doubtful accounts | (531 | ) | (963 | ) | ||||||||
$ | 64,533 | $ | 70,354 | |||||||||
The table below summarizes the movement in the Company’s allowance for doubtful accounts (in thousands): | ||||||||||||
Balance at December 31, 2010 | $ | (1,582 | ) | |||||||||
Provision for bad debt | (196 | ) | ||||||||||
Write-offs, net of recoveries | 1,272 | |||||||||||
Balance at December 31, 2011 | (506 | ) | ||||||||||
Provision for bad debt | (457 | ) | ||||||||||
Write-offs, net of recoveries | — | |||||||||||
Balance at December 31, 2012 | (963 | ) | ||||||||||
Provision for bad debt | 253 | |||||||||||
Write-offs, net of recoveries | 179 | |||||||||||
Balance at December 31, 2013 | $ | (531 | ) | |||||||||
Inventories | ||||||||||||
Inventories consist of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Raw materials | $ | 26,379 | $ | 19,038 | ||||||||
Work in process | 14,341 | 8,940 | ||||||||||
Finished goods | 24,188 | 15,815 | ||||||||||
$ | 64,908 | $ | 43,793 | |||||||||
Included in finished goods was $5.4 million and $4.5 million of inventory at customer vendor managed inventory locations at December 31, 2013 and 2012, respectively. | ||||||||||||
Property, plant and equipment, net | ||||||||||||
Property, plant and equipment, net consist of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Land | $ | 3,167 | $ | — | ||||||||
Buildings | 23,194 | 16,484 | ||||||||||
Machinery and equipment | 104,287 | 92,139 | ||||||||||
Furniture, fixtures, software and office equipment | 11,441 | 8,300 | ||||||||||
Leasehold improvements | 7,837 | 4,373 | ||||||||||
149,926 | 121,296 | |||||||||||
Less: Accumulated depreciation | (81,075 | ) | (66,856 | ) | ||||||||
$ | 68,851 | $ | 54,440 | |||||||||
Depreciation expense was $16.3 million, $12.4 million and $10.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||
Accrued and other current liabilities | ||||||||||||
Accrued and other current liabilities consist of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Employee-related | $ | 12,297 | $ | 12,293 | ||||||||
Other | 11,346 | 7,666 | ||||||||||
$ | 23,643 | $ | 19,959 | |||||||||
Accrued warranty | ||||||||||||
The table below summarizes the movement in the warranty accrual, which is included in accrued and other current liabilities (in thousands): | ||||||||||||
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Beginning balance | $ | 1,072 | $ | 1,443 | $ | 299 | ||||||
Warranty accruals | 1,514 | 385 | 393 | |||||||||
Assumed warranty from acquisitions | 135 | — | 999 | |||||||||
Settlements and adjustments | (984 | ) | (756 | ) | (248 | ) | ||||||
Ending balance | $ | 1,737 | $ | 1,072 | $ | 1,443 | -1 | |||||
-1 | Included within the ending balance is an accrual of $0.3 million relating to a specific part, for which the liability was assumed as part of the acquisition of Santur. The Company did not experience any claims for this product after October 2011 and it believed warranty claims were remote. Therefore, the Company released this obligation in the fourth quarter of 2012. | |||||||||||
Other noncurrent liabilities | ||||||||||||
Other noncurrent liabilities consist of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Pension and other employee-related | $ | 6,206 | $ | 188 | ||||||||
Penalty payment derivative | 239 | 138 | ||||||||||
Other | 1,542 | 1,536 | ||||||||||
$ | 7,987 | $ | 1,862 | |||||||||
Restructuring
Restructuring | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Restructuring | ' | ||||||||||||||||
10. Restructuring | |||||||||||||||||
During 2013, the Company exited and closed one facility at its headquarters location to align its facilities usage with its current size. Additionally, the Company approved and implemented a restructuring action to reduce its workforce and close a facility in China and to exit its contract manufacturing activities in Malaysia. The Company recorded a restructuring charge of $1.5 million during 2013 related to these actions, of which $0.8 million was recorded in operating expenses with the remainder recorded in cost of goods sold. The remaining balance related to facilities will be paid through 2015. | |||||||||||||||||
The following table summarizes activity associated with the restructuring during the year ended December 31, 2013 (in thousands): | |||||||||||||||||
Severance | Facilities | Contract | Total | ||||||||||||||
Termination | |||||||||||||||||
Restructuring obligations, December 31, 2012 | $ | — | $ | — | $ | — | $ | — | |||||||||
Restructuring costs incurred in 2013 | 699 | 318 | 457 | 1,474 | |||||||||||||
Cash payments | (699 | ) | (178 | ) | (391 | ) | (1,268 | ) | |||||||||
Non-cash settlements and other | — | 71 | — | 71 | |||||||||||||
Restructuring obligations, December 31, 2013 | $ | — | $ | 211 | $ | 66 | $ | 277 | |||||||||
During the fourth quarter of 2011, the Company approved and implemented a restructuring plan, which resulted in the involuntary termination of 37 employees in the U.S. and 43 employees in China. The reduction in workforce was primarily related to cost-cutting measures in research and development. In addition, the Company made reductions in the areas of sales, marketing and administrative functions as a result of redundancy in positions due to the acquisition of Santur in October 2011. The Company recorded a restructuring charge of $1.3 million for severance and benefit costs in 2011. As of December 31, 2012 all of the restructuring expense had been paid. |
Debt
Debt | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Debt | ' | |||||||||||||||
11. Debt | ||||||||||||||||
The table below summarizes the carrying amount and weighted average interest rate of the Company’s notes payable and long-term debt (in thousands, except percentages): | ||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||
Carrying | Weighted | Carrying | Weighted | |||||||||||||
Amount | Average | Amount | Average | |||||||||||||
Interest | Interest | |||||||||||||||
Rate | Rate | |||||||||||||||
Notes payable | $ | 9,738 | — | $ | 12,003 | — | ||||||||||
Long-term debt: | ||||||||||||||||
Acquisition-related | $ | 9,975 | 1.5 | % | $ | — | — | |||||||||
Bank borrowings | 24,500 | 2.92 | % | 22,167 | 2.2 | % | ||||||||||
34,475 | 22,167 | |||||||||||||||
Less: current portion of long-term debt | (10,325 | ) | (5,000 | ) | ||||||||||||
Total long-term debt, net of current portion | $ | 24,150 | $ | 17,167 | ||||||||||||
Notes payable | ||||||||||||||||
The Company frequently issues notes payable to its suppliers in China in exchange for accounts payable. These notes are supported by noninterest bearing bank acceptance drafts and are due three to six months after issuance. As a condition of the notes payable 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 amounts are settled. These balances are classified as restricted cash on the Company’s consolidated balance sheets. As of December 31, 2013 and 2012, restricted cash totaled $2.1 million and $2.6 million, respectively. In May 2014, one of the Company’s subsidiaries in China issued a 90-day bank acceptance draft of approximately $8.0 million to another of the Company’s subsidiaries that required a compensating balance of approximately $2.4 million. This bank acceptance draft can be sold for cash at a discount prior to its expiration. | ||||||||||||||||
At December 31, 2013, the Company’s subsidiaries in China had two short-term line of credit facilities with banking institutions. Amounts requested by the Company were not guaranteed and were subject to the banks’ funds and currency availability. The Company had no amount outstanding under these facilities at December 31, 2013 or 2012. As of June 3, 2014, both credit facilities had expired and were in the process of being renewed. | ||||||||||||||||
Acquisition-related | ||||||||||||||||
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 from LAPIS. | ||||||||||||||||
Bank borrowings | ||||||||||||||||
The Company has a credit agreement with Comerica Bank in the U.S., which has been amended several times. In March 2013, the Company amended and restated its credit agreement in its entirety. The components of the available credit facilities are as follows: | ||||||||||||||||
— | A revolving credit facility under which there was nothing outstanding and $20.0 million available for borrowing at December 31, 2013, subject to covenant requirements. There was $8.0 million outstanding under this line at December 31, 2012. Amounts borrowed are due on or before March 2016 and borrowings bear interest at an interest rate option of a base rate as defined in the agreement plus 1.5% or LIBOR plus 2.5%. As of December 31, 2013 the rate on the LIBOR option was 2.67%. | |||||||||||||||
— | A term loan facility of $28.0 million, under which $24.5 million was outstanding at December 31, 2013. Interest is payable quarterly in arrears and the principal is paid in equal quarterly installments over the term of the loan ending in June 2017. Borrowings under the term loan bear interest at an interest rate option of a base rate as defined in the agreement plus 1.75% or LIBOR plus 2.75%. As of December 31, 2013 the rate on the LIBOR option was 2.92% | |||||||||||||||
Additionally, as of December 31, 2012, there was $14.2 million outstanding under an acquisition advance facility under the previous agreement, which bore interest at a rate of LIBOR plus 2%. | ||||||||||||||||
In connection with the credit agreement, the Company issued a warrant to the lender to purchase 4,482 shares of common stock at an exercise price of $29.00 per share. As of December 31, 2013, the warrant had not been exercised. | ||||||||||||||||
The Company’s credit agreement requires the maintenance of specified financial covenants, including a debt to EBITDA ratio and liquidity ratios. The agreement also restricts the Company’s 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. The Company was not in compliance with the debt to EBITDA covenant at December 31, 2013 and obtained a waiver from the bank with respect to such noncompliance. | ||||||||||||||||
The Company executed a series of amendments to its credit agreement through April 2014 that modified certain covenants and extended the delivery date of certain of its Quarterly Reports on Form 10-Q and this Annual Report on Form 10-K. 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. | ||||||||||||||||
On May 19, 2014 the Company executed an amendment to the credit agreement that waived testing of certain covenants for compliance, including the debt to EBITDA covenant, provided that the Company maintain compensating balances equal to outstanding amounts under the credit agreement in accounts for which the bank will have sole access. The Company intends to work with the bank in the coming months to restructure the credit agreement, including the covenant requirements. In the absence of a restructured agreement, the Company believes it will need to continue to maintain the compensating balances at least through the end of 2014. As of May 19, 2014, the amount of the Company’s cash and short-term investments in these compensating balance accounts was $21.1 million. | ||||||||||||||||
At December 31, 2013, maturities of long-term debt were as follows (in thousands): | ||||||||||||||||
2014 | $ | 10,325 | ||||||||||||||
2015 | 10,325 | |||||||||||||||
2016 | 10,325 | |||||||||||||||
2017 | 3,500 | |||||||||||||||
$ | 34,475 | |||||||||||||||
Japan_Defined_Benefit_Pension_
Japan Defined Benefit Pension Plans | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Japan Defined Benefit Pension Plans | ' | |||||||
12. Japan defined benefit pension plans | ||||||||
In connection with its acquisition of NeoPhotonics Semiconductor on March 29, 2013, the Company assumed responsibility for two defined benefit plans that provide retirement benefits to its NeoPhotonics Semiconductor employees in Japan: the Retirement Allowance Plan (“RAP”) and the Defined Benefit Corporate Pension Plan (“DBCPP”). The RAP is an unfunded plan administered by the Company. The benefits are calculated based on the accumulation of points, years of service and mode of exit. Lump sum benefits are provided upon retirement or upon certain instances of termination. The DBCPP is a funded defined benefit plan sponsored by LAPIS in which the Company has participated. The benefits are calculated based on the accumulation of points, interest and years of service. Lump sum or annuity benefits are provided upon retirement or upon certain instances of termination. | ||||||||
The DBCPP plan assets are currently held by LAPIS. Effective February 28, 2014, the DBCPP was converted to a defined contribution plan (“DCP”). LAPIS will transfer approximately $2.0 million into the newly formed DCP which is the allowable amount that can be transferred according to the Japanese regulations. This $2.0 million is the amount reflected as the plan assets at December 31, 2013 in the table below. Additionally, LAPIS will pay the Company approximately $0.3 million in connection with the conversion of the plan, which the Company has included in prepaid expenses and other current assets at December 31, 2013. The net unfunded projected benefit obligation amount in the DBCPP at the date of conversion will be transferred to the RAP. | ||||||||
The funded status of these plans for the period from March 29, 2013 to December 31, 2013 was as follows (in thousands): | ||||||||
RAP | DBCPP | |||||||
Change in projected benefit obligation: | ||||||||
Projected benefit obligation, March 29, 2013 | $ | 5,795 | $ | 2,706 | ||||
Service cost | 175 | 78 | ||||||
Interest cost | 39 | 18 | ||||||
Benefits paid | (140 | ) | — | |||||
Actuarial (gain)/loss | 177 | (14 | ) | |||||
Currency translation adjustment | (600 | ) | (280 | ) | ||||
Projected benefit obligation, end of period | $ | 5,446 | $ | 2,508 | ||||
Change in plan assets: | ||||||||
Plan assets at fair value, March 29, 2013 | $ | — | $ | 2,037 | ||||
Employer contributions | — | 585 | ||||||
Actual return on plan assets | — | (304 | ) | |||||
Currency translation adjustment | — | (246 | ) | |||||
Plan assets at calculated amount, end of period | $ | — | $ | 2,072 | ||||
Amounts recognized in consolidated balance sheets: | ||||||||
Accrued and other current liabilities | $ | 115 | $ | — | ||||
Other noncurrent liabilities | $ | 5,331 | $ | 436 | ||||
Amount recognized in accumulated other comprehensive loss: | ||||||||
Defined benefit pension plans adjustment | $ | 177 | $ | 319 | ||||
Accumulated benefit obligation, end of period | $ | 4,929 | $ | 2,508 | ||||
Net periodic pension cost associated with these plans for the period from March 29, 2013 to December 31, 2013 included the following components (in thousands): | ||||||||
RAP | DBCPP | |||||||
Service cost | $ | 175 | $ | 78 | ||||
Interest cost | 39 | 18 | ||||||
Expected return on plan assets | — | (30 | ) | |||||
Net periodic pension costs | $ | 214 | $ | 66 | ||||
The projected and accumulated benefit obligations for the plans were calculated as of December 31, 2013 using the following assumptions: | ||||||||
RAP | DBCPP | |||||||
Discount rate | 0.7 | % | 1.6 | % | ||||
Expected return on plan assets | — | % | 1.7 | % | ||||
Salary increase rate | 4.5 | % | 1.2 | % | ||||
The expected return on plan assets was based on the historical return on assets similar to those held in the LAPIS plan. | ||||||||
Estimated future benefit payments under the plans are as follows (in thousands): | ||||||||
RAP | DBCPP | |||||||
2014 | $ | 115 | $ | 85 | ||||
2015 | 126 | 12 | ||||||
2016 | 553 | 19 | ||||||
2017 | 433 | 30 | ||||||
2018 | 634 | 43 | ||||||
2019 - 2023 | 2,456 | 414 | ||||||
$ | 4,317 | $ | 603 | |||||
The Company contributed approximately $15,000 to the DBCPP from January 1, 2014 to February 28, 2014. Because the DBCPP transitioned to the DCP on that date, no further contributions to the DBCPP are required. | ||||||||
In addition to the conversion of the DBCPP to the DCP, the Company made certain changes to the RAP benefit formula and will transfer the net unfunded projected benefit obligation amount from the DBCPP to the RAP at the date of conversion. As a result of these changes, the Company expects to record a curtailment gain of approximately $0.1 million in the quarter ended March 31, 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
13. Commitments and contingencies | |||||
Leases | |||||
The Company leases various facilities under non-cancelable operating leases. As of December 31, 2013, the future minimum commitments under all operating leases are as follows (in thousands): | |||||
Years ending December 31, | |||||
2014 | $ | 1,756 | |||
2015 | 1,343 | ||||
2016 | 744 | ||||
2017 | 500 | ||||
2018 | 520 | ||||
Thereafter | 447 | ||||
$ | 5,310 | ||||
The Company recognizes rent expense on a straight-line basis over the lease period. Rent expense under the Company’s operating leases was $2.2 million, $2.3 million and $1.9 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||
Litigation | |||||
From time to time, the Company is subject to various claims and legal proceedings, either asserted or unasserted, that arise in the ordinary course of business. The Company accrues for legal contingencies if the Company can estimate the potential liability and if the Company believes it is more likely than not that the case will be ruled against us. If a legal claim for which the Company did not accrue is resolved against us, the Company would record the expense in the period in which the ruling was made. The Company currently does not believe that the ultimate amount of liability, if any, for any pending claims of any type (alone or combined) will materially affect our 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 its financial condition and operating results. | |||||
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 December 31, 2013, the Company does not have any material indemnification claims that were probable or reasonably possible. | |||||
Purchase obligations | |||||
The Company has open purchase orders with its suppliers for the purchase of inventory and other items in the ordinary course of its business. As of December 31, 2013, the Company’s estimate of outstanding amounts under these purchase orders was approximately $40.0 million, primarily expected to be purchased within the next 12 months. | |||||
Settlement with Santur | |||||
In May 2014, the Company entered into a settlement agreement covering the outstanding claims in connection with its 2011 acquisition of Santur. Under the terms of the settlement agreement, a net amount of $1.9 million was 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 year ended December 31, 2013 to adjust the fair value of the Contingent Consideration Amount to the full $2.0 million settlement amount. Because it is considered to be a contingent gain, the $3.9 million Indemnification Amount will not be recognized until the quarter ended June 30, 2014. | |||||
The fair value of the Contingent Consideration Amount was originally measured at the date of acquisition in 2011 and was re-measured each reporting period with any changes in the fair value recognized as a gain or loss in the consolidated statements of operations. The Contingent Consideration Amount was valued with level three inputs. Prior to the settlement, the fair value of this liability was estimated using the expected cash flow approach with inputs being probability-weighted revenue and gross margin projections and a discount rate based on a weighted-average cost of capital. As of December 31, 2013, 2012 and 2011, the fair value of the contingent consideration was $2.0 million, $1.0 million and $1.5 million, respectively. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Stockholders' Equity | ' | |||||||||||
14. Stockholders’ Equity | ||||||||||||
Common stock | ||||||||||||
As of December 31, 2013, the Company had reserved the following shares of authorized but unissued common stock: | ||||||||||||
Stock option plans | 6,069,781 | |||||||||||
Stock purchase plans | 369,878 | |||||||||||
Warrants | 4,482 | |||||||||||
6,444,141 | ||||||||||||
Initial Public Offering | ||||||||||||
In February 2011, the Company completed its initial public offering of 8,625,000 shares of its common stock, including the full underwriters’ over-allotment option, at a public offering price of $11.00 per share. Net cash proceeds from the initial public offering were approximately $88.2 million, prior to deducting offering expenses. | ||||||||||||
In connection with the closing of the initial public offering, all of the shares of Series 1, Series 2 and Series 3 preferred stock outstanding automatically converted into 6,639,513 shares of common stock on a 1-for-1 basis and all of the shares of Series X preferred stock outstanding automatically converted into 7,398,976 shares of common stock on a 400-for-1 basis. | ||||||||||||
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 Russia 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, in 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 December 31, 2013 and 2012, respectively. | ||||||||||||
Accumulated Other Comprehensive Income | ||||||||||||
Comprehensive loss consists of two components, net loss and other comprehensive income. Other comprehensive income refers to revenue, expenses, and gains and losses that under GAAP are recorded as an element of stockholders’ equity and are excluded from net income or loss. The Company’s other comprehensive income consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, unrealized gains and losses on marketable securities classified as available-for-sale and certain pension adjustments. | ||||||||||||
The following table shows the components of accumulated other comprehensive income, net of taxes, as of December 31, 2013, 2012 and 2011 (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Foreign currency translation adjustments | $ | 11,802 | $ | 11,761 | $ | 11,660 | ||||||
Unrealized gains/losses on available-for-sale securities | 3 | 68 | (307 | ) | ||||||||
Defined benefit pension plan adjustment | (118 | ) | — | — | ||||||||
$ | 11,687 | $ | 11,829 | $ | 11,353 | |||||||
Accumulated Deficit | ||||||||||||
Approximately $6.5 million of the Company’s accumulated deficit at December 31, 2013 was subject to restriction due to the fact that its 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. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||||||
15. Stock-based compensation | ||||||||||||||||||||
Equity incentive programs | ||||||||||||||||||||
2004 Stock Option Plan | ||||||||||||||||||||
In March 2004, the Company adopted the 2004 Stock Option Plan (the “2004 Plan”) for the benefit of its eligible employees, consultants and independent directors. In February 2011, in connection with the closing of the Company’s initial public offering and execution of the associated underwriting agreement, shares authorized for issuance under the 2004 Plan were cancelled (except for those shares reserved for issuance upon exercise of outstanding stock options). As of December 31, 2013, options to purchase 1,517,048 shares were outstanding under the 2004 Plan and no shares were available for future grant. | ||||||||||||||||||||
2007 Stock Appreciation Grants Plan | ||||||||||||||||||||
In October 2007, the Company adopted its 2007 Stock Appreciation Grants Plan (the “2007 Plan”). The 2007 Plan provides for the grant of units (“stock appreciation units”) entitling the holder upon exercise to receive cash in an amount equal to the amount by which the Company’s common stock has appreciated in value. Each stock appreciation unit entitles a participant to a cash payment in the amount of the excess of the fair market value of a share of common stock on the exercise date over the fair market value of a share of common stock on the award date. | ||||||||||||||||||||
The total appreciation available to a participant from the exercise of an award is equal to the number of stock appreciation units being exercised, multiplied by the amount of appreciation per stock appreciation unit. The stock appreciation units granted under the 2007 Plan were primarily granted to employees or consultants of the Company’s subsidiaries in China. | ||||||||||||||||||||
The Company re-measures the fair value (based on the market price of the Company’s common stock at the relevant period end) of all vested and outstanding stock appreciation units and adjusts compensation expense and corresponding liability accordingly. The Company also recognizes compensation expense for additional vested stock appreciation units. As of December 31, 2013, 160,397 stock appreciation units were outstanding. The Company does not intend to grant additional stock appreciation units under the 2007 Plan. | ||||||||||||||||||||
2010 Equity Incentive Plan | ||||||||||||||||||||
In April 2010, the Company adopted its 2010 Equity Incentive Plan (the “2010 Plan”). The 2010 Plan will terminate on April 13, 2020, unless sooner terminated by the board of directors. | ||||||||||||||||||||
The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, and to non-employee directors and consultants. Additionally, the 2010 Plan provides for the grant of performance-based cash awards. Incentive stock options may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants. | ||||||||||||||||||||
Under the terms of the 2010 Plan, awards may be granted at prices not less than 100% of the fair value of the Company’s common stock, as determined by the Company’s board of directors, on the date of grant for an incentive stock option and not less than 85% of the fair value of the Company’s common stock on the date of grant for a non-qualified stock option. Options vest over a period of time as determined by the board of directors, generally over a three to four year period, and expire ten years from date of grant. | ||||||||||||||||||||
Initially, the aggregate number of shares of the Company’s common stock that may be issued pursuant to stock awards under the 2010 Plan was 865,420 shares. Then, the number of shares of the Company’s common stock reserved for issuance under the 2010 Plan automatically increase on January 1st each year, starting on January 1, 2012 and continuing through January 1, 2020, by 3.5% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, or such lesser number of shares of common stock as determined by the Company’s board of directors. The maximum number of shares that may be issued pursuant to the exercise of incentive stock options under the 2010 Plan is 8,000,000 shares. As of December 31, 2013, stock options to purchase and restricted stock units to convert to a total of 3,358,169 shares of common stock were outstanding under the 2010 Plan and 507,435 shares were reserved for future issuance. | ||||||||||||||||||||
2010 Employee Stock Purchase Plan | ||||||||||||||||||||
In February 2011, the Company adopted its 2010 Employee Stock Purchase Plan (the “2010 ESPP”). The 2010 ESPP was implemented through a series of offerings of purchase rights to eligible U.S. employees. The offering period is for 12 months beginning November 16th of each year, with two purchase dates on May 15th and November 15th. Due to the delay in filing this Annual Report on Form 10-K, in May 2014 the Compensation Committee of the Company’s Board of Directors (the Committee) rescheduled the May 15 purchase date under the current offering period to the date that is three business days after the later of (i) the filing of this Annual Report and (ii) the Company’s general public release of its revenues for the first quarter of 2014. Additionally, the Committee waived the existing purchase limits for the upcoming purchase date only, creating a modification of the purchase price formula for the current offering period. | ||||||||||||||||||||
The 2010 ESPP initially authorized the issuance of 342,568 shares of the Company’s common stock pursuant to purchase rights granted to employees or to employees of designated affiliates. The number of shares of common stock reserved for issuance will automatically increase on January 1st of each year, starting January 1, 2012 and continuing through January 1, 2020, in an amount equal to the lesser of (1) 3.5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, (2) 600,000 shares of common stock or (3) such lesser number of shares of common stock as determined by the Company’s board of directors. As of December 31, 2013, the Company had 369,878 shares reserved for future issuance. The Company issued 487,856 shares during the year ended December 31, 2013. | ||||||||||||||||||||
2011 Inducement Award Plan | ||||||||||||||||||||
In September 2011, the Company adopted its 2011 Inducement Award Plan (the “2011 Plan”). The 2011 Plan provides for awarding options, stock appreciation rights, restricted stock grants, restricted stock units and other awards to new employees of the Company and its affiliates, including as a result of future business acquisitions. All options shall be designated as non-statutory stock options. | ||||||||||||||||||||
The number of shares reserved for issuance under the 2011 Plan is 750,000 shares. The exercise price of awards shall be not less than 100% of the fair market value of the Company’s common stock on the date of grant. Each stock appreciation right grant will be denominated in shares of common stock equivalents. Options and stock appreciation rights have a maximum term of ten years measured from the date of grant, subject to earlier termination following the individual’s cessation of service with the Company. As of December 31, 2013, stock options to purchase a total of 397,886 shares of common stock were outstanding under the 2011 Plan and 317,472 shares were reserved for future issuance. | ||||||||||||||||||||
Determining Fair Value | ||||||||||||||||||||
The Company estimated the fair value of certain stock-based awards using a Black-Scholes-Merton valuation model with the following assumptions: | ||||||||||||||||||||
Years ended December 31, | ||||||||||||||||||||
Stock options | 2013 | 2012 | 2011 | |||||||||||||||||
Weighted-average expected term (years) | 6.49 | 6.77 | 6.69 | |||||||||||||||||
Weighted-average volatility | 74% | 72% | 71% | |||||||||||||||||
Risk-free interest rate | 1.08% – 1.86% | 0.99% – 2.70% | 1.62% – 2.92% | |||||||||||||||||
Expected dividends | — % | — % | — % | |||||||||||||||||
Stock appreciation units | ||||||||||||||||||||
Weighted-average expected term (years) | 1.9 | 2.88 | 3.91 | |||||||||||||||||
Weighted-average volatility | 58% | 68% | 74% | |||||||||||||||||
Risk-free interest rate | 0.10% – 0.63% | 0.21% – 0.63% | 0.36% – 2.42% | |||||||||||||||||
Expected dividends | — % | — % | — % | |||||||||||||||||
ESPP | ||||||||||||||||||||
Weighted-average expected term (years) | 0.73 | 0.75 | 0.71 | |||||||||||||||||
Weighted-average volatility | 48% | 60% | 68% | |||||||||||||||||
Risk-free interest rate | 0.09% – 0.16% | 0.04% – 0.16% | 0.04% – 0.23% | |||||||||||||||||
Expected dividends | — % | — % | — % | |||||||||||||||||
Expected term. The expected term for stock options was estimated using the Company’s historical exercise behavior and expected future exercise behavior. Vested stock appreciation units first became exercisable upon the expiration of the lock-up period associated with the initial public offering. Therefore, the Company estimated the term of the award based on an average of the weighted-average exercise period and the remaining contractual term. The expected term for the ESPP represents the period of time from the beginning of the offering period to the purchase date. | ||||||||||||||||||||
Volatility. Due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011, the expected volatility used by the Company is based on volatility of similar entities. In evaluating similarity, factors such as industry, stage of life cycle, size, and financial leverage are taken into consideration. The term over which volatility was measured was commensurate with the expected term. | ||||||||||||||||||||
Risk-free interest rate. The risk-free rate that the Company uses in the Black-Scholes-Merton option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. | ||||||||||||||||||||
Expected dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. | ||||||||||||||||||||
Stock-Based Compensation Expense | ||||||||||||||||||||
The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2013, 2012 and 2011 (in thousands) | ||||||||||||||||||||
Years ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Cost of goods sold | $ | 924 | $ | 800 | $ | 503 | ||||||||||||||
Research and development | 2,060 | 1,744 | 1,033 | |||||||||||||||||
Sales and marketing | 1,167 | 934 | 647 | |||||||||||||||||
General and administrative | 1,585 | 1,299 | 925 | |||||||||||||||||
$ | 5,736 | $ | 4,777 | $ | 3,108 | |||||||||||||||
Stock Option and Restricted Stock Unit Activity | ||||||||||||||||||||
The following table summarizes the Company’s stock option and restricted stock unit, or RSU, activity during the year ended December 31, 2013: | ||||||||||||||||||||
Stock Options | Restricted Stock Units | |||||||||||||||||||
Shares | Number of | Weighted | Number of | Weighted | ||||||||||||||||
Available | Shares | Average | Units | Average | ||||||||||||||||
for Grant | Exercise | Grant Date | ||||||||||||||||||
Price | Fair Value | |||||||||||||||||||
Balance at December 31, 2012 | 382,668 | 2,773,887 | $ | 5.87 | 924,823 | $ | 5.84 | |||||||||||||
Authorized for issuance | 2,569,115 | — | $ | — | — | $ | — | |||||||||||||
Granted | (2,420,870 | ) | 1,732,130 | $ | 5.92 | 688,740 | $ | 6.96 | ||||||||||||
Exercised/Converted | — | (260,604 | ) | $ | 4.65 | (345,359 | ) | $ | 8.26 | |||||||||||
Forfeited | 265,765 | (141,959 | ) | $ | 7.35 | (98,555 | ) | $ | 6.13 | |||||||||||
Balance at December 31, 2013 | 796,678 | 4,103,454 | $ | 5.92 | 1,169,649 | $ | 6.42 | |||||||||||||
The following table summarizes information about stock options outstanding as of December 31, 2013: | ||||||||||||||||||||
Options Outstanding | ||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||||||||
Shares | Average | Average | Intrinsic Value | |||||||||||||||||
Exercise | Remaining | (in Thousands) | ||||||||||||||||||
Price | Contractual | |||||||||||||||||||
Term (Years) | ||||||||||||||||||||
Vested and expected to vest | 3,729,782 | $ | 5.94 | 6.68 | $ | 5,824 | ||||||||||||||
Exercisable | 1,935,519 | $ | 5.88 | 4.93 | $ | 3,618 | ||||||||||||||
The fair value of options vested during the years ended December 31, 2013, 2012 and 2011 was $1.1 million, $2.1 million and $1.0 million, respectively. The intrinsic value of options vested and expected to vest and exercisable as of December 31, 2013 is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of December 31, 2013. The intrinsic value of options exercised during the years ended December 31, 2013, 2012 and 2011, was $0.7 million, $0.1 million and $0.4 million, respectively. | ||||||||||||||||||||
The weighted-average fair value of options granted was $4.65, $3.33 and $4.15 per share for the years ended December 31, 2013, 2012 and 2011, respectively. At December 31, 2013, there was $7.9 million of unrecognized stock-based compensation expense for stock options that will be recognized over the remaining weighted-average period of 4.4 years. | ||||||||||||||||||||
Included in 2013 grants in the table above are 1.2 million shares of market-based stock options granted to key employees. These options will vest 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 recipients remain in continuous service with the Company through such period, or fully accelerate and vest in December 2019. The Company estimated the fair value of its market-based options as $4.11-$5.97 for 2013 using a Monte Carlo simulation model with the assumptions discussed above. The Company recorded $0.4 million of compensation expense for these options in 2013. | ||||||||||||||||||||
The following table summarizes information about RSUs outstanding as of December 31, 2013: | ||||||||||||||||||||
Restricted Stock Units Outstanding | ||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||||||||
Shares | Average | Average | Intrinsic Value | |||||||||||||||||
Grant Date | Remaining | (in Thousands) | ||||||||||||||||||
Fair Value | Contractual | |||||||||||||||||||
Term (Years) | ||||||||||||||||||||
Vested and expected to vest | 1,102,383 | $ | 6.42 | 1.25 | $ | 7,783 | ||||||||||||||
The fair value of RSUs vested during the years ended December 31, 2013, 2012 and 2011 was $2.1 million, $1.1 million and $0.0, respectively. The intrinsic value of RSUs vested and expected to vest as of December 31, 2013 is calculated based on the fair value of the Company’s common stock as of December 31, 2013. The intrinsic value of RSUs converted during the years ended December 31, 2013, 2012 and 2011, was $2.9 million, $0.8 million and $0.0 respectively. | ||||||||||||||||||||
The weighted-average fair value of RSUs granted was $6.96 and $5.27 per share for the years ended December 31, 2013 and 2012, respectively. At December 31, 2013, the Company had $5.5 million of unrecognized stock-based compensation expense for RSUs that will be recognized over the remaining weighted-average period of 2.0 years. | ||||||||||||||||||||
The majority of the Company’s RSUs that were converted during the years ended December 31, 2013 and 2012 were net share settled. No RSUs were settled in the year ended December 31, 2011. Upon each settlement date, RSUs were withheld to cover the required withholding tax and the remaining amounts were delivered to the recipient as shares of the Company’s common stock. In 2013 and 2012, the Company withheld 68,390 and 28,229 shares, respectively, which represented the employees’ minimum statutory obligation for income and other employment taxes and remitted cash of $0.6 million and $0.1 million, respectively, to the appropriate tax authorities. | ||||||||||||||||||||
Stock Appreciation Unit Activity | ||||||||||||||||||||
The following table summarizes the Company’s stock appreciation unit activity during the year ended December 31, 2013: | ||||||||||||||||||||
Stock | Weighted- | |||||||||||||||||||
Appreciation | Average | |||||||||||||||||||
Units | Exercise | |||||||||||||||||||
Price | ||||||||||||||||||||
Stock appreciation units outstanding as of December 31, 2012 | 212,534 | $ | 7.07 | |||||||||||||||||
Stock appreciation units granted | 275,000 | $ | 5.4 | |||||||||||||||||
Stock appreciation units exercised | (29,263 | ) | $ | 4.36 | ||||||||||||||||
Stock appreciation units cancelled | (37,874 | ) | $ | 7.45 | ||||||||||||||||
Stock appreciation units outstanding as of December 31, 2013 | 420,397 | $ | 6.13 | |||||||||||||||||
The fair value of stock appreciation units vested during the year ended December 31, 2013, 2012 and 2011 was $0.1 million, $0.3 million and $0.1 million, respectively. The intrinsic value of stock appreciation units is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of December 31, 2013. The cash paid for stock appreciation units exercised during the years ended December 31, 2013, 2012 and 2011, was $0.1 million, $0.02 million and $0.02 million, respectively. | ||||||||||||||||||||
Stock appreciation units are re-measured each period at fair value. Due to the contingent nature of the awards prior to the initial public offering, the Company had not recorded any compensation expense associated with these awards. Therefore, in February 2011, the Company recognized compensation expense representing the number of vested stock appreciation units at that date, multiplied by the fair value of the award. Subsequently, the Company recognizes a charge (credit) for any changes in the fair value of the vested awards. | ||||||||||||||||||||
As of December 31, 2013 and 2012, the liability for settlement of stock appreciation units was $0.5 million and $0.4 million, respectively, and was included in accrued and other current liabilities on the consolidated balance sheet. Based on the fair value of the stock appreciation units as of December 31, 2013, the Company has $0.9 million of unrecognized stock-based compensation expense for stock appreciation units that will be recognized over the remaining weighted-average period of 4.0 years. | ||||||||||||||||||||
Included in 2013 grants in the table above are 0.3 million shares of market-based stock appreciation units granted to key employees. These market-based units will vest 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 will fully accelerate and vest in December 2019. The Company estimated the fair value of these market-based units as $4.64 - $5.17 for December 31, 2013 using a Monte Carlo simulation model with the assumptions discussed above. The Company recorded $0.2 million of compensation expense for these stock appreciation units in 2013. | ||||||||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||||||
As of December 31, 2013, there was $0.7 million of unrecognized stock-based compensation expense for stock purchase rights that will be recognized over the remaining offering period, through November 2014. | ||||||||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Taxes | ' | |||||||||||
16. Income taxes | ||||||||||||
The provision for income taxes is based upon the income (loss) before income taxes as follows (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
U.S. operations | $ | (39,618 | ) | $ | (25,599 | ) | $ | (20,712 | ) | |||
Non-U.S. operations | 6,483 | 9,291 | 6,477 | |||||||||
$ | (33,135 | ) | $ | (16,308 | ) | $ | (14,235 | ) | ||||
The components of the provision for income taxes consisted of the following (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current | ||||||||||||
Federal | $ | 7 | $ | (103 | ) | $ | (257 | ) | ||||
State | (11 | ) | — | — | ||||||||
Foreign | (1,658 | ) | (1,119 | ) | (1,350 | ) | ||||||
(1,662 | ) | (1,222 | ) | (1,607 | ) | |||||||
Deferred | ||||||||||||
Federal | — | — | — | |||||||||
State | — | — | — | |||||||||
Foreign | 458 | (142 | ) | 452 | ||||||||
Total provision for income taxes from continuing operations | (1,204 | ) | (1,364 | ) | (1,155 | ) | ||||||
Benefit from (provision for) income taxes from discontinued operations | — | (114 | ) | 318 | ||||||||
Total provision | $ | (1,204 | ) | $ | (1,478 | ) | $ | (837 | ) | |||
The provision for income taxes differs from the amount obtained by applying the U.S. federal statutory tax rate as follows (in thousands, except percentages): | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal statutory rate | 35 | % | 34 | % | 34 | % | ||||||
Tax at federal statutory rate | $ | 11,597 | $ | 5,599 | $ | 4,840 | ||||||
State taxes, net of federal benefit | 1,058 | 967 | 397 | |||||||||
Nondeductible expenses | (260 | ) | 96 | 138 | ||||||||
Stock-based compensation | (385 | ) | (529 | ) | (511 | ) | ||||||
Change in valuation allowance | (13,042 | ) | (7,308 | ) | (811 | ) | ||||||
Research and development | 1,077 | — | 485 | |||||||||
Foreign rate differences | (2,129 | ) | (656 | ) | 3,555 | |||||||
Earn out adjustment not taxable | (359 | ) | 132 | 438 | ||||||||
Foreign income inclusion | — | — | (5,140 | ) | ||||||||
Change in prior year deferred balances | 1,756 | 826 | — | |||||||||
Acquisition-related costs | (391 | ) | (491 | ) | (4,585 | ) | ||||||
Other | (126 | ) | — | 39 | ||||||||
$ | (1,204 | ) | $ | (1,364 | ) | $ | (1,155 | ) | ||||
Deferred income tax assets and liabilities comprise the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred Tax Assets | ||||||||||||
Net operating loss carryforwards | $ | 79,944 | $ | 69,969 | ||||||||
Federal and state credits | 9,357 | 7,747 | ||||||||||
Reserves, accruals and other | 6,091 | 5,498 | ||||||||||
Fixed assets and intangibles | 3,874 | 902 | ||||||||||
Total deferred tax assets | 99,266 | 84,116 | ||||||||||
Valuation allowance | (91,045 | ) | (78,003 | ) | ||||||||
Total deferred tax assets, net of valuation allowance | 8,221 | 6,113 | ||||||||||
Deferred tax liabilities | ||||||||||||
Acquired intangibles | (6,910 | ) | (5,362 | ) | ||||||||
Net deferred tax assets | $ | 1,311 | $ | 751 | ||||||||
Reported as: | ||||||||||||
Current deferred tax assets, included within prepaid expenses and other current assets | $ | 2,315 | $ | 1,333 | ||||||||
Long-term deferred tax assets, included within other long-term assets | — | 71 | ||||||||||
Deferred income tax liabilities | (1,004 | ) | (653 | ) | ||||||||
Net deferred tax assets | $ | 1,311 | $ | 751 | ||||||||
The net valuation allowance increased by $13.0 million, $6.5 million and $15.1 million during the years ended December 31, 2013 2012 and 2011, respectively. The Company did not record a valuation allowance against deferred tax assets in foreign jurisdictions as it believes they were realizable on a more likely than not basis as of December 31, 2013. As of December 31, 2013, the Company had federal and state net operating loss, or NOL, carryforwards of $238.0 million and $155.6 million, respectively. Federal NOL carryforwards start to expire in 2018 and a portion of the state NOL carryforwards will start to expire in 2014. At December 31, 2013, the Company also had federal and state research credit carryovers of $5.1 million and $11.2 million, respectively. The federal credits will begin to expire in 2018 and the state credit can be carried forward indefinitely. Utilization of NOL carryforwards and credits may be subject to substantial annual limitation due to federal and state ownership limitation. The annual limitation may result in the expiration of NOL and tax credit carryforwards before utilization. The deferred tax assets listed above do not include NOL carryforwards that are expected to expire unutilized as a result of existing ownership changes. | ||||||||||||
As of December 31, 2013, the Company’s undistributed earnings of foreign subsidiaries were $26.2 million. Undistributed earnings of the Company’s foreign subsidiaries are considered to be indefinitely reinvested and, accordingly, no provisions for federal and state income taxes have been provided thereon. Upon distribution of those earnings in the form of dividend or otherwise, the Company would be subject to U.S. income taxes (subject to adjustment for foreign tax credits). Determination of the amount of unrecognized deferred income tax liability related to these earnings is not practicable and the amounts are expected to be immaterial. | ||||||||||||
Effective January 1, 2008, the China Enterprise Income Tax Law, or the EIT law, imposed a single uniform income tax rate of 25% on all China enterprises, including foreign invested enterprises, and eliminates or modifies most of the tax exemptions, reductions and preferential treatment available under the previous tax laws and regulations. As a result, the Company’s China subsidiaries may be subject to the uniform income tax rate of 25% unless they are able to qualify for preferential status. Currently, they have qualified for a preferential 15% tax rate that is available for new and high technology enterprises. The Company realized benefits from the reduced tax rate of $0.2 million ($0.01 per share), $0.9 million ($0.03 per share) and $0.5 million ($0.02 per share) in the years ended December 31, 2013, 2012 and 2011, respectively. The Company intends to apply to renew the preferential rate of 15% for 2014. In order to retain the preferential rate, the Company must meet certain operating conditions, satisfy certain product requirements, meet certain headcount requirements and maintain certain levels of research expenditures. The Company believes it will continue to meet the requirements. | ||||||||||||
At December 31, 2013, the Company’s gross unrecognized tax benefits were approximately $16.5 million, of which $0.2 million would impact the effective tax rate if recognized. One or more of these unrecognized tax benefits could be subject to a valuation allowance if and when recognized in a future period, which could impact the timing of any related effective tax rate benefit. The Company does not believe that the amount of unrecognized tax benefits will change significantly in the next twelve months. There were no interest or penalties related to unrecognized tax benefits. The Company’s policy is to classify interest and penalties associated with unrecognized tax benefits as income tax expense. | ||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | ||||||||||||
Balance at December 31, 2010 | $ | 5,101 | ||||||||||
Gross increases for tax positions of prior years | 119 | |||||||||||
Gross increases for tax positions of current year | 3,994 | |||||||||||
Balance at December 31, 2011 | 9,214 | |||||||||||
Gross increases for tax positions of prior years | 70 | |||||||||||
Releases for tax positions of prior years | (26 | ) | ||||||||||
Gross increases for tax positions of current year | 2,735 | |||||||||||
Balance at December 31, 2012 | 11,993 | |||||||||||
Gross increases for tax positions of prior years | 155 | |||||||||||
Gross increases for tax positions of current year | 4,361 | |||||||||||
Reductions resulting from lapse of applicable statute of limitations | (57 | ) | ||||||||||
Balance at December 31, 2013 | $ | 16,452 | ||||||||||
The Company’s material tax jurisdictions are the United States federal, California, Japan and China. As a result of NOL carryforwards, substantially all of the Company’s tax years remain open to US federal and state tax examination. All of Japan’s tax years remain open for Japanese tax examination and tax years for 2008 and forward remain open for Chinese tax examination. |
Segment_and_Geographic_Informa
Segment and Geographic Information | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment and Geographic Information | ' | |||||||||||
17. Segment and geographic information | ||||||||||||
The Company operates in one reportable segment. The Company’s Chief Executive Officer, who is considered to be the chief operating decision maker, manages the Company’s operations as a whole and reviews financial information presented on a consolidated basis for purposes of evaluating financial performance and allocating resources. | ||||||||||||
The following tables set forth the Company’s revenue and asset information by geographic region. Revenue is classified based on the ship to location of the customer. Such classification recognizes that for many customers, including those in North America or in Europe, designated shipping points are often in China or elsewhere in Asia. Long-lived assets in the table below comprise only property, plant and equipment (in thousands): | ||||||||||||
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Revenue: | ||||||||||||
China | $ | 122,387 | $ | 121,236 | $ | 129,390 | ||||||
United States | 45,036 | 66,007 | 31,180 | |||||||||
Japan | 25,451 | 14,771 | 15,085 | |||||||||
Rest of world | 89,368 | 43,409 | 25,374 | |||||||||
Total consolidated revenue | $ | 282,242 | $ | 245,423 | $ | 201,029 | ||||||
As of December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Long-lived assets: | ||||||||||||
China | $ | 32,993 | $ | 31,922 | ||||||||
United States | 20,150 | 21,706 | ||||||||||
Japan | 15,690 | 812 | ||||||||||
Rest of world | 18 | — | ||||||||||
Total long-lived assets | $ | 68,851 | $ | 54,440 | ||||||||
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Selected Quarterly Financial Data | ' | ||||||||||||||||
18. Selected Quarterly Financial Data (unaudited) | |||||||||||||||||
The following tables set forth a summary of the Company’s quarterly financial information for each of the four quarters for the years ended December 31, 2013 and 2012. | |||||||||||||||||
Year ended December 31, 2013 | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(In thousands, except share and per share data) | |||||||||||||||||
Net revenues | $ | 56,063 | $ | 74,990 | $ | 76,814 | $ | 74,375 | |||||||||
Gross profit | 11,757 | 15,601 | 18,179 | 19,636 | |||||||||||||
Net loss | (12,240 | ) | (8,284 | ) | (9,363 | ) | (4,452 | ) | |||||||||
Basic and diluted net loss per share | $ | (0.40 | ) | $ | (0.27 | ) | $ | (0.30 | ) | $ | (0.14 | ) | |||||
Weighted averages shares used to compute basic and diluted net loss per share | 30,574,032 | 30,779,730 | 31,184,958 | 31,450,916 | |||||||||||||
Year ended December 31, 2012 | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(In thousands, except share and per share data) | |||||||||||||||||
Net revenues | $ | 54,223 | $ | 63,025 | $ | 66,152 | $ | 62,023 | |||||||||
Gross profit | 11,406 | 15,188 | 20,616 | 14,050 | |||||||||||||
Income ( loss) from continuing operations | (11,778 | ) | (3,656 | ) | 723 | (2,961 | ) | ||||||||||
Income (loss) from discontinued operations | 170 | — | — | (28 | ) | ||||||||||||
Net income (loss) | (11,608 | ) | (3,656 | ) | 723 | (2,989 | ) | ||||||||||
Basic and diluted net income (loss) per share: | |||||||||||||||||
Continuing operations | $ | (0.47 | ) | $ | (0.13 | ) | $ | 0.02 | $ | (0.10 | ) | ||||||
Discontinued operations | $ | 0.01 | $ | — | $ | — | $ | — | |||||||||
Net income (loss) | $ | (0.46 | ) | $ | (0.13 | ) | $ | 0.02 | $ | (0.10 | ) | ||||||
Weighted averages shares used to compute basic net income (loss) per share | 24,870,684 | 28,402,929 | 30,215,144 | 30,414,735 | |||||||||||||
Weighted averages shares used to compute diluted net income (loss) per share | 24,870,684 | 28,402,929 | 30,611,304 | 30,414,735 | |||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
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. | ||||
Concentration of Credit Risk and Significant Customers | ' | |||
Concentration of credit risk and significant customers | ||||
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and trade accounts receivable. The Company’s investment policy requires cash and cash equivalents to be placed with high-credit quality institutions and limits on the amount of credit risk from any one issuer. The Company performs ongoing credit evaluations of its customers’ financial condition whenever deemed necessary and generally does not require collateral. The Company maintains an allowance for doubtful accounts based upon the expected collectability of all accounts receivable, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness and current economic trends. | ||||
For the year ended December 2013, three customers accounted for 27%, 16% and 14% of the Company’s total revenue. For the year ended December 31, 2012, three customers accounted for 36%, 16% and 15% of the Company’s total revenue. For the year ended December 31, 2011, a single customer accounted for 51% of the Company’s total revenue. No other customers accounted for 10% or more of total revenue in any year presented. | ||||
As of December 31, 2013, two customers accounted for 14% and 10% for the Company’s total accounts receivable and as of December 31, 2012, two customers accounted for 42% and 16% of the Company’s total accounts receivable. No other customers accounted for 10% or more of total accounts receivable as of December 31, 2013 or 2012. | ||||
Restricted Cash | ' | |||
Restricted cash | ||||
As a condition of the notes payable lending arrangements of the Company’s subsidiaries in China, these subsidiaries are 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. These balances have been excluded from the Company’s cash and cash equivalents balance and are classified as restricted cash on the Company’s consolidated balance sheets. As of December 31, 2013 and 2012, the amount of restricted cash was $2.1 million and $2.6 million, respectively. | ||||
Cash, Cash Equivalents and Investments | ' | |||
Cash, cash equivalents and investments | ||||
Highly liquid investments with a maturity of 90 days or less at the date of purchase are considered cash equivalents. Cash and cash equivalents consist primarily of bank deposits. The Company’s policy is to classify money market accounts as short-term investments other than minor amounts included in cash equivalents for administrative purposes. | ||||
The Company regularly reviews its investment portfolio to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether a loss is other-than-temporary include: the length of time and extent to which the fair market value has been lower than the cost basis, the financial condition and near-term prospects of the investee, credit quality, likelihood of recovery, and the Company’s ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair market value. | ||||
Unrealized gains and losses, net of tax, are included in accumulated other comprehensive income as a separate component of stockholders’ equity on the consolidated balance sheets. The amortization of premiums and discounts on the investments, and realized gains and losses on available-for-sale securities are included in other income (expense), net in the consolidated statements of operations. The Company uses the specific-identification method to determine cost in calculating realized gains and losses upon sale of its marketable securities. | ||||
Marketable securities are reported at fair value and are classified as available-for-sale investments in our current assets because they represent investments of cash available for current operations. | ||||
Fair Value Measurements | ' | |||
Fair Value Measurements | ||||
Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative accounting guidance describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable. These levels of inputs are as follows: | ||||
Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. | ||||
Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | ||||
Level 3—Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. | ||||
For marketable securities measured at fair value using Level 2 inputs, we review trading activity and pricing for these investments as of the measurement date. When sufficient quoted pricing for identical securities is not available, we use market pricing and other observable market inputs for similar securities obtained from various third party data providers. These inputs either represent quoted prices for similar assets in active markets or have been derived from observable market data. | ||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis | ||||
Certain of the Company’s assets, including intangible assets and goodwill are re-measured at fair value if impairment is indicated. | ||||
During 2011, the Company recorded a goodwill impairment charge of $13.1 million (See Note 8). This fair value measurement was calculated using unobservable inputs, using both the income and market approach, which are classified as Level 3 within the fair value hierarchy. Inputs for the income approach included the amount and timing of future cash flows based on the Company’s operational budgets, strategic plans, terminal growth rates assumptions and other estimates. The primary input for the market approach included market multiples for guideline companies that operate in a similar business environment. | ||||
Assets and Liabilities Not Measured at Fair Value | ||||
The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and notes payable approximate their fair values due to the short-term nature and liquidity of these financial instruments. | ||||
The fair values of the Company’s long-term debt have been calculated using an estimate of the interest rate the Company would have had to pay on the issuance of liabilities with a similar maturity and discounting the cash flows at that rate which it considers to be a level 2 fair value measurement. The fair values do not necessarily give an indication of the amount that the Company would currently have to pay to extinguish any of this debt. | ||||
The fair value of the Company’s variable rate bank borrowings was not materially different than its carrying value at December 31, 2013 as the interest rates approximated rates currently available to the Company and was approximately $21.2 million (carrying value of $22.2 million) at December 31, 2012. The fair value of the Company’s acquisition-related debt was approximately $10.0 million (carrying value of $9.975 million) at December 31, 2013. | ||||
Accounts Receivable | ' | |||
Accounts receivable | ||||
Accounts receivable include trade receivables and notes receivable from customers. The Company receives notes receivable in exchange for accounts receivable from certain customers in China that are secured by the customer’s affiliated financial institution. The notes are generally due within 6 months. | ||||
An allowance for doubtful accounts is calculated based on the aging of the Company’s trade receivables, historical experience, and management judgment. The Company writes off trade receivables against the allowance when management determines a balance is uncollectible and no longer actively pursues collection of the receivable. | ||||
Inventories | ' | |||
Inventories | ||||
Inventories consist of on-hand raw materials, work-in-progress inventories and finished goods. Raw materials and work-in-process inventories are stored mainly on the Company’s premises. Finished goods are stored on the Company’s premises as well as on consignment at certain customer sites. | ||||
Inventories are stated at the lower of standard cost, which approximates actual cost determined on the weighted average basis, or market value. Inventories are recorded using the first-in, first-out method. The Company routinely evaluates quantities and values of inventories in light of current market conditions and market trends, and records a write-down for quantities in excess of demand and product obsolescence. The evaluation may take into consideration historic usage, expected demand, anticipated sales price, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence, customer concentrations, product merchantability and other factors. Market conditions are subject to change and actual consumption of inventory could differ from forecasted demand. The Company also regularly reviews the cost of inventories against their estimated market value and records a lower of cost or market write-down for inventories that have a cost in excess of estimated market value, resulting in a new cost basis for the related inventories which is not reversed. | ||||
Business Combinations | ' | |||
Business Combinations | ||||
We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. | ||||
Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships and acquired patents and developed technology; and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. | ||||
Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. | ||||
Net Tangible Assets | ||||
Santur’s tangible assets acquired and liabilities assumed as of October 12, 2011 were recorded at estimated fair value. The Company increased Santur’s historical value of fixed assets by $5.8 million to adjust the fixed assets to an amount equivalent to the fair market value. The fair value of fixed assets acquired was determined using several approaches depending on the nature of the fixed asset including a market approach and cost approach if market data was not available. The Company also increased Santur’s cost of inventory by $0.2 million. The fair value of inventory acquired was determined using an income approach based upon the expected sales value of the inventory, less direct costs associated with the sale of the inventory and an allocation of profit margins between the buyer and seller. | ||||
Intangible Assets | ||||
Developed technology represents products that have reached technological feasibility. Santur’s current products offerings include tunable lasers and transmitters, integrated tunable laser assemblies with narrow line width, and a family of PIC products that enable high capacity 40Gbps and 100Gbps transceivers. The fair value of developed technology intangibles acquired was determined using an income approach called the multi-period excess-earnings method, which involves forecasting the net earnings to be generated by the asset, reducing them by appropriate returns on contributory assets, and then discounting the resulting net returns to a present value using the Company’s discount rate. The Company amortizes the developed technology intangible asset over an average estimated life of 5 years and amortization expense is recorded to cost of goods sold. | ||||
Customer relationships represent the value placed on Santur’s distribution channels and end users. The fair value of customer relationship intangibles were determined based on the incremental cash flow afforded by having the customer relationships in place on the acquisition date versus having no relationships in place and needing to replicate or replace those relationships. The Company amortizes the customer relationships intangible asset over an average estimated life of 5 years and amortization expense is recorded to operating expenses. | ||||
In-process research and development represents four Santur research and development projects that had not reached technological feasibility as of the closing date of the acquisition. Acquired in-process research and development was recorded at fair value as an indefinite-lived intangible asset at the acquisition date until the completion or abandonment of the associated research and development efforts. The fair value of in-process research and development, similar to developed technology intangibles acquired, was determined using an income approach called the multi-period excess-earnings approach, with the additional inclusion of estimated costs required to complete the projects. These projects were completed in 2012. The Company amortizes the assets over an average estimated life of 5 years and amortization expense is recorded to cost of goods sold. | ||||
Goodwill | ' | |||
Goodwill | ||||
Goodwill is reviewed for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company will first assess the qualitative factors to determine whether it is more likely than not that the fair value of our single reporting operating unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment under Accounting Standards Update (ASU) No. 2011-08, Goodwill and Other (Topic 350): Testing Goodwill for Impairment, issued by the Financial Accounting Standards Board (FASB). If the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the two-step goodwill impairment test is performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step would need to be performed; otherwise, no further steps are required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the applied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. The Company recognized a goodwill impairment charge of $13.1 million in 2011 and did not have any goodwill on its consolidated balance sheets at December 31, 2013 or 2012. | ||||
Both an income and market approach were used to estimate the fair value of the reporting unit. For the income approach, the Company used a discounted cash flow analysis, which included assumptions about future revenue, operating expenses, taxes and working capital and capital asset requirements. Material assumptions used for the income approach were eleven years of projected net cash flows, a discount rate of 18%, and a long-term growth rate of 5%. For the market approach, the Company used a market capitalization analysis, guideline public company analysis and a guideline transactions analysis. The market capitalization approach used the mid-point of the range of closing share prices of the Company’s common stock as of the valuation date and for the three months prior to the valuation date and applied a 40% control premium. The guideline public company analysis measured the enterprise value of eleven companies and also applied a 40% control premium. The guideline transactions analysis looked at thirteen transactions in the optical components industry over the last 3.5 years. | ||||
The resulting analyses were weighted as follows in measuring the fair value of the reporting unit: | ||||
Discounted cash flow | 16.7 | % | ||
Market capitalization | 50 | % | ||
Guideline public company | 16.7 | % | ||
Guideline transactions | 16.7 | % | ||
The market capitalization analysis was weighted higher than the other approaches, as the Company believes that the value indication provided by the market is highly relevant to the valuation of the reporting unit. | ||||
Long-Lived Assets | ' | |||
Long-lived assets | ||||
Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the following estimated useful lives: | ||||
Buildings | 20-30 years | |||
Machinery and equipment | 2-7 years | |||
Furniture, fixtures and office equipment | 3-5 years | |||
Software | 5-7 years | |||
Leasehold improvements | life of the asset or lease term, if shorter | |||
Repairs and maintenance costs are expensed as incurred. | ||||
Intangible assets acquired in a business combination are recorded at fair value. Identifiable finite-lived intangible assets are amortized over the period of estimated benefit using the straight-line method, reflecting the pattern of economic benefits associated with these assets. The estimated useful lives of the Company’s intangible assets generally range from five to seven years, except for acquired land use rights in China, which have an estimated useful life of 45 years. | ||||
The carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances, both internally and externally, that may suggest impairment. Some factors which the Company considers to be triggering events for impairment review include a significant decrease in the market value of an asset, a significant change in the extent or manner in which an asset is used, a significant adverse change in the business climate that could affect the value of an asset, an accumulation of costs for an asset in excess of the amount originally expected, a current period operating loss or cash flow decline combined with a history of operating loss or cash flow uses or a projection that demonstrates continuing losses and a current expectation that, it is more likely than not, a long-lived asset will be disposed of at a loss before the end of its estimated useful life. | ||||
If one or more of such facts or circumstances exist, the Company will evaluate the carrying value of long-lived assets to determine if impairment exists, by comparing it to estimated undiscounted future cash flows over the remaining useful life of the assets. If the carrying value of the assets is greater than the estimated future cash flow, the assets are written down to the estimated fair value. The Company’s cash flow estimates contain management’s best estimates, using appropriate and customary assumptions and projections at the time. Any write-down would be treated as a permanent reduction in the carrying amount of the asset and an operating loss would be recognized. | ||||
Revenue Recognition | ' | |||
Revenue recognition | ||||
Revenue is derived from the sale of the Company’s products. The Company recognizes revenue provided that persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. Contracts and/or customer purchase orders are used to determine the existence of an arrangement. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. The price is equal to the amount invoiced to the customer and is not subject to adjustment and customers do not have the right of return. The Company evaluates the creditworthiness of its customers to determine that appropriate credit limits are established prior to the acceptance of an order. | ||||
Revenue is recognized when the product is shipped and title has transferred to the buyer. The Company bears all costs and risks of loss or damage to the goods up to that point. On most orders, the Company’s shipment terms provide that title passes to the buyer upon shipment by the Company. Other shipment terms may provide that title passes to the buyer upon delivery of the goods to the buyer. Revenue related to the sale of consignment inventory at customer vendor managed locations is not recognized until the product is pulled from inventory stock by customers. Shipping and handling costs are included in the cost of goods sold. The Company presents revenue net of sales taxes and any similar assessments. | ||||
Product Warranties | ' | |||
Product warranties | ||||
The Company provides warranties to cover defects in workmanship, materials and manufacturing for a period of one to two years to meet the stated functionality as agreed to in each sales arrangement. Products are tested against specified functionality requirements prior to delivery, but the Company nevertheless from time to time experiences claims under its warranty guarantees. The Company accrues for estimated warranty costs under those guarantees based upon historical experience, and for specific items, at the time their existence is known and the amounts are determinable. | ||||
Research and Development | ' | |||
Research and development | ||||
Research and development expense consists of personnel costs, including stock-based compensation expense, for the Company’s research and development personnel and product development costs, including engineering services, development software and hardware tools, depreciation of capital equipment and facility costs. Research and development costs are expensed as incurred. | ||||
Advertising Costs | ' | |||
Advertising costs | ||||
Advertising costs are expensed as incurred and, to date, have not been significant. | ||||
Stock-Based Compensation | ' | |||
Stock-based compensation | ||||
The Company grants stock options, stock purchase rights, stock appreciation units and restricted stock units to employees, consultants and directors. The stock-based awards are accounted for at fair value. | ||||
The Company generally determines the fair value of stock options on the date of grant utilizing the Black-Scholes-Merton option-pricing model. The fair value of the options is recognized over the period during which an employee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. | ||||
Stock purchase rights are accounted for at fair value, utilizing the Black-Scholes-Merton option-pricing model. The expense for each purchase period is recognized on a straight-line basis over the requisite service period, from the beginning of the offering period through the respective purchase date. | ||||
The Company records an expense (credit) and an equal adjustment to the liability for stock appreciation units equal to the fair value of the vested portion of the awards as of each period end. Each reporting period thereafter, compensation expense will be recorded, based on the remaining service period and the then fair value of the award until vesting of the award is completed. After vesting is completed, the Company will continue to re-measure the fair value of the liability until the award is exercised or expires, with changes in the fair value of the liability recorded in the consolidated statements of operations. | ||||
Restricted stock units are valued at the closing sales price as quoted on the New York Stock Exchange on the date of grant, and are converted into shares of common stock upon vesting on a one-for-one basis. Vesting of restricted stock units is subject to the employee’s continuing service to the Company. The compensation expense related to the restricted stock units is determined using the fair value of common stock on the date of grant, and the expense is recognized on a straight-line basis over the vesting period. | ||||
Stock-based compensation expense recognized at fair value includes the impact of estimated forfeitures. The Company estimates future forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||
Expected term. The expected term for stock options was estimated using the Company’s historical exercise behavior and expected future exercise behavior. Vested stock appreciation units first became exercisable upon the expiration of the lock-up period associated with the initial public offering. Therefore, the Company estimated the term of the award based on an average of the weighted-average exercise period and the remaining contractual term. The expected term for the ESPP represents the period of time from the beginning of the offering period to the purchase date. | ||||
Volatility. Due to the limited history of the trading of the Company’s common stock since the initial public offering in February 2011, the expected volatility used by the Company is based on volatility of similar entities. In evaluating similarity, factors such as industry, stage of life cycle, size, and financial leverage are taken into consideration. The term over which volatility was measured was commensurate with the expected term. | ||||
Risk-free interest rate. The risk-free rate that the Company uses in the Black-Scholes-Merton option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. | ||||
Expected dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. | ||||
Income Taxes | ' | |||
Income taxes | ||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. | ||||
The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. In preparing the Company’s consolidated financial statements, the Company is required to estimate its taxes in each of the jurisdictions in which it operates. The Company estimates actual current tax exposure as well as assesses temporary differences resulting from different treatment of items, such as accruals and allowances not currently deductible for tax purposes. These differences result in deferred tax assets which represent future tax benefits to be received when certain expenses previously recognized in the financial statements become deductible expenses under applicable income tax laws, or loss credit carryforwards are utilized. | ||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of a deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. A valuation allowance is recorded for loss carryforwards and other deferred tax assets where it is more likely than not that such deferred tax assets will not be realized. | ||||
At December 31, 2013, the Company’s gross unrecognized tax benefits were approximately $16.5 million, of which $0.2 million would impact the effective tax rate if recognized. One or more of these unrecognized tax benefits could be subject to a valuation allowance if and when recognized in a future period, which could impact the timing of any related effective tax rate benefit. The Company does not believe that the amount of unrecognized tax benefits will change significantly in the next twelve months. There were no interest or penalties related to unrecognized tax benefits. The Company’s policy is to classify interest and penalties associated with unrecognized tax benefits as income tax expense. | ||||
Foreign Currency Translations | ' | |||
Foreign currency | ||||
Generally the functional currency of the Company’s international subsidiaries is the local currency. The Company translates the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders’ equity. Net gains (losses) resulting from foreign exchange transactions were $0.9 million, ($0.2) million, and ($0.1) million for the years ended December 31, 2013, 2012, and 2011, respectively. These gains and losses were recorded as other income (expense), net in our consolidated statements of operations. | ||||
Net Income (loss) per Share Attributable to NeoPhotonics Corporation Common Stockholders | ' | |||
Net income (loss) per share attributable to NeoPhotonics Corporation common stockholders | ||||
The Company applies the two-class method for calculating and presenting net income (loss) per share attributable to NeoPhotonics Corporation common stockholders. Under the two-class method, net income (loss) is allocated between common shares and other participating securities based on their participating rights. Participating securities are defined as securities that participate in dividends with common shares according to a predetermined formula. Basic net income (loss) per share attributable to NeoPhotonics Corporation common stockholders is calculated by dividing net income (loss) attributable to NeoPhotonics Corporation common stockholders by the weighted average number of shares outstanding for the period. Diluted net income (loss) per share attributable to NeoPhotonics Corporation common stockholders is calculated by dividing net income (loss) attributable to NeoPhotonics Corporation common stockholders and income allocable to participating securities to the extent it is dilutive, by the weighted average number of common shares and potential dilutive common share equivalents outstanding during the period if the effect is dilutive. | ||||
Recent Accounting Pronouncements | ' | |||
Recent accounting pronouncements | ||||
In February 2013, the 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 were effective prospectively for fiscal years beginning after December 15, 2013. Early adoption is permitted. The adoption of this guidance did not have an 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 exist. This guidance was effective for reporting periods beginning after December 15, 2013. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. | ||||
In April 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08") which raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. | ||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company is in the process of evaluating the impact of adoption on its consolidated financial statements. | ||||
The_Company_and_Basis_of_Prese1
The Company and Basis of Presentation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Effect of Reclassification on Balance Sheet | ' | ||||||||
As further described in Note 14, 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 in April 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 revised to correctly classify $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 Company has assessed the impact of the correction on the 2012 interim and annual consolidated balance sheets and has concluded that the correction is not material to the previously reported consolidated balance sheets. The effect on the Company’s balance sheet at December 31, 2012 for this matter was as follows: | |||||||||
December 31, 2012 | |||||||||
(in thousands) | Previously | As Revised | |||||||
Reported | |||||||||
Other noncurrent liabilities | $ | 1,724 | $ | 1,862 | |||||
Redeemable common stock | 5,000 | — | |||||||
Additional paid-in capital | 433,996 | 438,858 | |||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Estimated Useful Lives of Property, Plant and Equipment | ' | ||
Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the following estimated useful lives: | |||
Buildings | 20-30 years | ||
Machinery and equipment | 2-7 years | ||
Furniture, fixtures and office equipment | 3-5 years | ||
Software | 5-7 years | ||
Leasehold improvements | life of the asset or lease term, if shorter | ||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Revenue and Components of Net Income Related to Discontinued Operations | ' | |||||||
The results of operations associated with Broadband are presented as discontinued operations in the Company’s consolidated statements of operations for the years ended December 31, 2012 and 2011. Revenue and the components of net income related to the discontinued operations were as follows (in thousands): | ||||||||
2012 | 2011 | |||||||
Revenue | $ | 590 | $ | 5,085 | ||||
Income from discontinued operations before income taxes | $ | 256 | $ | 318 | ||||
Benefit from (provision for) income taxes | (114 | ) | 318 | |||||
Net income from discontinued operations | $ | 142 | $ | 636 | ||||
Cash_Cash_Equivalents_and_Shor1
Cash, Cash Equivalents and Short-Term Investments (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Summary of Unrealized Gains and Losses Related to Cash Equivalents and Investments in Marketable Securities | ' | |||||||||||||||||||||||||||||||
The following table summarizes the Company’s unrealized gains and losses related to the cash, cash equivalents and investments in marketable securities designated as available-for-sale (in thousands): | ||||||||||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Fair | Amortized | Gross | Gross | Fair | |||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Value | Cost | Unrealized | Unrealized | Value | |||||||||||||||||||||||||
Gains | Losses | Gains | Losses | |||||||||||||||||||||||||||||
Cash and cash equivalents | ||||||||||||||||||||||||||||||||
Money market funds | $ | 11 | $ | — | $ | — | $ | 11 | $ | 11 | $ | — | $ | — | $ | 11 | ||||||||||||||||
Short-term investments | ||||||||||||||||||||||||||||||||
Money market funds | 4,577 | — | — | 4,577 | 7,259 | — | — | 7,259 | ||||||||||||||||||||||||
Corporate bonds | 6,708 | 3 | (5 | ) | 6,706 | 23,151 | 43 | (1 | ) | 23,193 | ||||||||||||||||||||||
U.S. federal agencies | — | — | — | — | 27,241 | 10 | — | 27,251 | ||||||||||||||||||||||||
Foreign bonds and notes | 4,827 | 5 | — | 4,832 | 4,682 | 14 | — | 4,696 | ||||||||||||||||||||||||
Variable rate demand notes | 1,801 | — | — | 1,801 | 1,902 | — | — | 1,902 | ||||||||||||||||||||||||
Total short-term investments | 17,913 | 8 | (5 | ) | 17,916 | 64,235 | 67 | (1 | ) | 64,301 | ||||||||||||||||||||||
Total | $ | 17,924 | $ | 8 | $ | (5 | ) | $ | 17,927 | $ | 64,246 | $ | 67 | $ | (1 | ) | $ | 64,312 | ||||||||||||||
Maturities of Investments | ' | |||||||||||||||||||||||||||||||
The following table summarizes the estimated fair value of the short-term investments in marketable securities designated as available-for-sale and classified by the contractual maturity date of the security as of December 31, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||
Less than 1 year | $ | 14,118 | $ | 51,861 | ||||||||||||||||||||||||||||
Due in 1 to 2 years | 2,008 | 10,550 | ||||||||||||||||||||||||||||||
Due in 2 to 5 years | — | — | ||||||||||||||||||||||||||||||
Due after 5 years | 1,801 | 1,901 | ||||||||||||||||||||||||||||||
Total | $ | 17,927 | $ | 64,312 | ||||||||||||||||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Fair Value of Financial Assets | ' | |||||||||||||||||||||||||||||||
The following table presents the Company’s assets that are measured at fair value on a recurring basis (in thousands): | ||||||||||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Cash, cash equivalents and short-term investments: | ||||||||||||||||||||||||||||||||
Money market funds | $ | 4,588 | $ | — | $ | — | $ | 4,588 | $ | 7,270 | $ | — | $ | — | $ | 7,270 | ||||||||||||||||
Corporate bonds | — | 6,706 | — | 6,706 | — | 23,193 | — | 23,193 | ||||||||||||||||||||||||
U.S. federal agencies | — | — | — | — | — | 27,251 | — | 27,251 | ||||||||||||||||||||||||
Foreign bonds and notes | — | 4,832 | — | 4,832 | — | 4,696 | — | 4,696 | ||||||||||||||||||||||||
Variable rate demand notes | — | 1,801 | — | 1,801 | — | 1,902 | — | 1,902 | ||||||||||||||||||||||||
Mutual funds held in Rabbi Trust | 442 | — | — | 442 | 188 | — | — | 188 | ||||||||||||||||||||||||
Fair Value of Financial Liabilities | ' | |||||||||||||||||||||||||||||||
The following table presents the Company’s liabilities that are measured at fair value on a recurring basis (in thousands): | ||||||||||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 1,985 | $ | 1,985 | $ | — | $ | — | $ | 959 | $ | 959 | ||||||||||||||||
(Note 13) | ||||||||||||||||||||||||||||||||
Penalty payment derivative | $ | — | $ | — | $ | 239 | $ | 239 | $ | — | $ | — | $ | 138 | $ | 138 | ||||||||||||||||
(Note 14) | ||||||||||||||||||||||||||||||||
Net_Income_Loss_per_Share_Attr1
Net Income (Loss) per Share Attributable to NeoPhotonics Corporation Common Stockholders (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Computation of Basic and Diluted Net Loss per Share | ' | |||||||||||
The following table sets forth the computation of the basic and diluted loss per share attributable to NeoPhotonics Corporation common stockholders for the periods indicated (in thousands, except share and per share amounts): | ||||||||||||
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Loss from continuing operations | $ | (34,339 | ) | $ | (17,672 | ) | $ | (15,390 | ) | |||
Less: Accretion of redeemable convertible preferred stock | — | — | (7 | ) | ||||||||
Less: deemed dividend on beneficial conversion of Series X redeemable convertible preferred stock | — | — | (17,049 | ) | ||||||||
Loss from continuing operations attributable to NeoPhotonics Corporation common stockholders | (34,339 | ) | (17,672 | ) | (32,446 | ) | ||||||
Income from discontinued operations | — | 142 | 636 | |||||||||
Loss attributable to NeoPhotonics Corporation common stockholders | $ | (34,339 | ) | $ | (17,530 | ) | $ | (31,810 | ) | |||
Denominator: | ||||||||||||
Weighted average shares used to compute basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders | 31,000,325 | 28,529,849 | 22,359,802 | |||||||||
Basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders: | ||||||||||||
Continuing operations | $ | (1.11 | ) | $ | (0.62 | ) | $ | (1.45 | ) | |||
Discontinued operations | $ | — | $ | — | $ | 0.03 | ||||||
Net income (loss) | $ | (1.11 | ) | $ | (0.62 | ) | $ | (1.42 | ) | |||
Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders | ' | |||||||||||
The Company has excluded the impact of outstanding employee stock options, restricted stock units, common stock warrants and shares expected to be issued under its employee stock purchase plan from the computation of diluted net loss per share attributable to NeoPhotonics Corporation common stockholders, as their effect would have been antidilutive. The shares potentially issuable for each of these outstanding awards at December 31, 2013, 2012 and 2011 were as follows: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Employee stock options | 4,103,454 | 2,773,887 | 2,631,524 | |||||||||
Restricted stock units | 1,169,649 | 924,823 | 517,445 | |||||||||
Employee stock purchase plan | 403,329 | 475,592 | 505,324 | |||||||||
Common stock warrants | 4,482 | 4,482 | 4,482 | |||||||||
5,680,914 | 4,178,784 | 3,658,775 | ||||||||||
Business_Combination_Tables
Business Combination (Tables) | 12 Months Ended | |||||||
Dec. 31, 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 | 14,433 | |||||||
Intangible assets acquired: | ||||||||
Developed technology | 2,120 | |||||||
Customer relationships | 3,180 | |||||||
$ | 33,077 | |||||||
The following table summarizes the purchase accounting and the net tangible assets acquired as of the date of acquisition (in thousands): | ||||||||
Total purchase consideration: | ||||||||
Cash transferred upon closing | $ | 44,396 | ||||||
Fair value of contingent consideration | 2,800 | |||||||
47,196 | ||||||||
Less the fair value of net assets acquired: | ||||||||
Net tangible assets acquired | 21,243 | |||||||
Intangible assets acquired: | ||||||||
Developed technology | 11,800 | |||||||
Customer relationships | 5,000 | |||||||
In-process research and development | 370 | |||||||
38,413 | ||||||||
Goodwill | $ | 8,783 | ||||||
Details of the net assets acquired are as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 5,410 | ||||||
Accounts receivable, net | 10,253 | |||||||
Inventories | 7,578 | |||||||
Prepaid and other current assets. | 1,329 | |||||||
Property, plant and equipment | 13,500 | |||||||
Other non-current assets | 453 | |||||||
Accounts payable | (8,371 | ) | ||||||
Other accrued liabilities | (8,798 | ) | ||||||
Lease obligation | (111 | ) | ||||||
Total net tangible assets acquired | $ | 21,243 | ||||||
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): | ||||||||
Year ended December 31, | ||||||||
2013 | 2012 | |||||||
Revenue | $ | 294,933 | $ | 305,286 | ||||
Net loss | $ | (23,340 | ) | $ | (11,014 | ) | ||
Basic and diluted net loss per share | $ | (0.75 | ) | $ | (0.39 | ) | ||
The pro forma information for the year ended December 31, 2011 is as follows (in thousands, except per share amounts): | ||||||||
Total revenues | $ | 236,449 | ||||||
Net loss | (29,352 | ) | ||||||
Net loss attributable to NeoPhotonics Corporation | (29,352 | ) | ||||||
Net loss attributable to NeoPhotonics Corporation common stockholders | (46,408 | ) | ||||||
Basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders | (2.08 | ) | ||||||
Goodwill_and_Purchased_Intangi1
Goodwill and Purchased Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Weighted Analyses of Measuring Fair Value of Reporting Unit | ' | |||||||||||||||||||||||
The resulting analyses were weighted as follows in measuring the fair value of the reporting unit: | ||||||||||||||||||||||||
Discounted cash flow | 16.7 | % | ||||||||||||||||||||||
Market capitalization | 50 | % | ||||||||||||||||||||||
Guideline public company | 16.7 | % | ||||||||||||||||||||||
Guideline transactions | 16.7 | % | ||||||||||||||||||||||
Purchased Intangible Assets | ' | |||||||||||||||||||||||
Purchased intangible assets consist of the following (in thousands): | ||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Assets | Amortization | Assets | Assets | Amortization | Assets | |||||||||||||||||||
Technology and patents | $ | 34,524 | $ | (25,931 | ) | $ | 8,593 | $ | 32,176 | $ | (22,869 | ) | $ | 9,307 | ||||||||||
Customer relationships | 15,004 | (9,732 | ) | 5,272 | 11,898 | (8,148 | ) | 3,750 | ||||||||||||||||
Leasehold interest | 1,406 | (266 | ) | 1,140 | 1,355 | (241 | ) | 1,114 | ||||||||||||||||
Non-compete agreements | 950 | (950 | ) | — | 950 | (908 | ) | 42 | ||||||||||||||||
$ | 51,884 | $ | (36,879 | ) | $ | 15,005 | $ | 46,379 | $ | (32,166 | ) | $ | 14,213 | |||||||||||
Amortization Expense of Purchased Intangible Assets | ' | |||||||||||||||||||||||
The following table presents details of the amortization expense of the Company’s purchased intangible assets as reported in the consolidated statements of operations (in thousands): | ||||||||||||||||||||||||
Years ended December 31, | ||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||
Cost of goods sold | $ | 2,543 | $ | 2,472 | $ | 598 | ||||||||||||||||||
Operating expenses | 1,532 | 1,316 | 994 | |||||||||||||||||||||
Total | $ | 4,075 | $ | 3,788 | $ | 1,592 | ||||||||||||||||||
Estimated Future Amortization Expense of Purchased Intangible Assets | ' | |||||||||||||||||||||||
The estimated future amortization expense of purchased intangible assets as of December 31, 2013, is as follows (in thousands): | ||||||||||||||||||||||||
2014 | $ | 4,402 | ||||||||||||||||||||||
2015 | 4,386 | |||||||||||||||||||||||
2016 | 3,640 | |||||||||||||||||||||||
2017 | 793 | |||||||||||||||||||||||
2018 | 580 | |||||||||||||||||||||||
Thereafter | 1,204 | |||||||||||||||||||||||
$ | 15,005 | |||||||||||||||||||||||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Accounts Receivable, Net | ' | |||||||||||
Accounts receivable, net consists of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Accounts receivable | $ | 57,010 | $ | 66,338 | ||||||||
Trade notes receivable | 8,054 | 4,979 | ||||||||||
Allowance for doubtful accounts | (531 | ) | (963 | ) | ||||||||
$ | 64,533 | $ | 70,354 | |||||||||
Summary of Movement in Allowance for Doubtful Accounts | ' | |||||||||||
The table below summarizes the movement in the Company’s allowance for doubtful accounts (in thousands): | ||||||||||||
Balance at December 31, 2010 | $ | (1,582 | ) | |||||||||
Provision for bad debt | (196 | ) | ||||||||||
Write-offs, net of recoveries | 1,272 | |||||||||||
Balance at December 31, 2011 | (506 | ) | ||||||||||
Provision for bad debt | (457 | ) | ||||||||||
Write-offs, net of recoveries | — | |||||||||||
Balance at December 31, 2012 | (963 | ) | ||||||||||
Provision for bad debt | 253 | |||||||||||
Write-offs, net of recoveries | 179 | |||||||||||
Balance at December 31, 2013 | $ | (531 | ) | |||||||||
Inventories | ' | |||||||||||
Inventories consist of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Raw materials | $ | 26,379 | $ | 19,038 | ||||||||
Work in process | 14,341 | 8,940 | ||||||||||
Finished goods | 24,188 | 15,815 | ||||||||||
$ | 64,908 | $ | 43,793 | |||||||||
Property, Plant and Equipment, Net | ' | |||||||||||
Property, plant and equipment, net consist of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Land | $ | 3,167 | $ | — | ||||||||
Buildings | 23,194 | 16,484 | ||||||||||
Machinery and equipment | 104,287 | 92,139 | ||||||||||
Furniture, fixtures, software and office equipment | 11,441 | 8,300 | ||||||||||
Leasehold improvements | 7,837 | 4,373 | ||||||||||
149,926 | 121,296 | |||||||||||
Less: Accumulated depreciation | (81,075 | ) | (66,856 | ) | ||||||||
$ | 68,851 | $ | 54,440 | |||||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||||||
Accrued and other current liabilities consist of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Employee-related | $ | 12,297 | $ | 12,293 | ||||||||
Other | 11,346 | 7,666 | ||||||||||
$ | 23,643 | $ | 19,959 | |||||||||
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): | ||||||||||||
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Beginning balance | $ | 1,072 | $ | 1,443 | $ | 299 | ||||||
Warranty accruals | 1,514 | 385 | 393 | |||||||||
Assumed warranty from acquisitions | 135 | — | 999 | |||||||||
Settlements and adjustments | (984 | ) | (756 | ) | (248 | ) | ||||||
Ending balance | $ | 1,737 | $ | 1,072 | $ | 1,443 | -1 | |||||
-1 | Included within the ending balance is an accrual of $0.3 million relating to a specific part, for which the liability was assumed as part of the acquisition of Santur. The Company did not experience any claims for this product after October 2011 and it believed warranty claims were remote. Therefore, the Company released this obligation in the fourth quarter of 2012. | |||||||||||
Other Noncurrent Liabilities | ' | |||||||||||
Other noncurrent liabilities consist of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Pension and other employee-related | $ | 6,206 | $ | 188 | ||||||||
Penalty payment derivative | 239 | 138 | ||||||||||
Other | 1,542 | 1,536 | ||||||||||
$ | 7,987 | $ | 1,862 | |||||||||
Restructuring_Tables
Restructuring (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Restructuring and Related Costs | ' | ||||||||||||||||
The following table summarizes activity associated with the restructuring during the year ended December 31, 2013 (in thousands): | |||||||||||||||||
Severance | Facilities | Contract | Total | ||||||||||||||
Termination | |||||||||||||||||
Restructuring obligations, December 31, 2012 | $ | — | $ | — | $ | — | $ | — | |||||||||
Restructuring costs incurred in 2013 | 699 | 318 | 457 | 1,474 | |||||||||||||
Cash payments | (699 | ) | (178 | ) | (391 | ) | (1,268 | ) | |||||||||
Non-cash settlements and other | — | 71 | — | 71 | |||||||||||||
Restructuring obligations, December 31, 2013 | $ | — | $ | 211 | $ | 66 | $ | 277 | |||||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Components of Debt, Obligations, Weighted Average Interest Rate and Additional Fair Value Information Relating to Outstanding Debt Instruments | ' | |||||||||||||||
The table below summarizes the carrying amount and weighted average interest rate of the Company’s notes payable and long-term debt (in thousands, except percentages): | ||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||
Carrying | Weighted | Carrying | Weighted | |||||||||||||
Amount | Average | Amount | Average | |||||||||||||
Interest | Interest | |||||||||||||||
Rate | Rate | |||||||||||||||
Notes payable | $ | 9,738 | — | $ | 12,003 | — | ||||||||||
Long-term debt: | ||||||||||||||||
Acquisition-related | $ | 9,975 | 1.5 | % | $ | — | — | |||||||||
Bank borrowings | 24,500 | 2.92 | % | 22,167 | 2.2 | % | ||||||||||
34,475 | 22,167 | |||||||||||||||
Less: current portion of long-term debt | (10,325 | ) | (5,000 | ) | ||||||||||||
Total long-term debt, net of current portion | $ | 24,150 | $ | 17,167 | ||||||||||||
Maturities of Long-term Debt | ' | |||||||||||||||
At December 31, 2013, maturities of long-term debt were as follows (in thousands): | ||||||||||||||||
2014 | $ | 10,325 | ||||||||||||||
2015 | 10,325 | |||||||||||||||
2016 | 10,325 | |||||||||||||||
2017 | 3,500 | |||||||||||||||
$ | 34,475 | |||||||||||||||
Japan_Defined_Benefit_Pension_1
Japan Defined Benefit Pension Plans (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Funded Status Plans | ' | |||||||
The funded status of these plans for the period from March 29, 2013 to December 31, 2013 was as follows (in thousands): | ||||||||
RAP | DBCPP | |||||||
Change in projected benefit obligation: | ||||||||
Projected benefit obligation, March 29, 2013 | $ | 5,795 | $ | 2,706 | ||||
Service cost | 175 | 78 | ||||||
Interest cost | 39 | 18 | ||||||
Benefits paid | (140 | ) | — | |||||
Actuarial (gain)/loss | 177 | (14 | ) | |||||
Currency translation adjustment | (600 | ) | (280 | ) | ||||
Projected benefit obligation, end of period | $ | 5,446 | $ | 2,508 | ||||
Change in plan assets: | ||||||||
Plan assets at fair value, March 29, 2013 | $ | — | $ | 2,037 | ||||
Employer contributions | — | 585 | ||||||
Actual return on plan assets | — | (304 | ) | |||||
Currency translation adjustment | — | (246 | ) | |||||
Plan assets at calculated amount, end of period | $ | — | $ | 2,072 | ||||
Amounts recognized in consolidated balance sheets: | ||||||||
Accrued and other current liabilities | $ | 115 | $ | — | ||||
Other noncurrent liabilities | $ | 5,331 | $ | 436 | ||||
Amount recognized in accumulated other comprehensive loss: | ||||||||
Defined benefit pension plans adjustment | $ | 177 | $ | 319 | ||||
Accumulated benefit obligation, end of period | $ | 4,929 | $ | 2,508 | ||||
Periodic Pension Cost | ' | |||||||
Net periodic pension cost associated with these plans for the period from March 29, 2013 to December 31, 2013 included the following components (in thousands): | ||||||||
RAP | DBCPP | |||||||
Service cost | $ | 175 | $ | 78 | ||||
Interest cost | 39 | 18 | ||||||
Expected return on plan assets | — | (30 | ) | |||||
Net periodic pension costs | $ | 214 | $ | 66 | ||||
Projected and Accumulated Benefit Obligations | ' | |||||||
The projected and accumulated benefit obligations for the plans were calculated as of December 31, 2013 using the following assumptions: | ||||||||
RAP | DBCPP | |||||||
Discount rate | 0.7 | % | 1.6 | % | ||||
Expected return on plan assets | — | % | 1.7 | % | ||||
Salary increase rate | 4.5 | % | 1.2 | % | ||||
Estimated Future Benefit Payments Under Plans | ' | |||||||
Estimated future benefit payments under the plans are as follows (in thousands): | ||||||||
RAP | DBCPP | |||||||
2014 | $ | 115 | $ | 85 | ||||
2015 | 126 | 12 | ||||||
2016 | 553 | 19 | ||||||
2017 | 433 | 30 | ||||||
2018 | 634 | 43 | ||||||
2019 - 2023 | 2,456 | 414 | ||||||
$ | 4,317 | $ | 603 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Future Minimum Commitments Under All Operating Leases | ' | ||||
The Company leases various facilities under non-cancelable operating leases. As of December 31, 2013, the future minimum commitments under all operating leases are as follows (in thousands): | |||||
Years ending December 31, | |||||
2014 | $ | 1,756 | |||
2015 | 1,343 | ||||
2016 | 744 | ||||
2017 | 500 | ||||
2018 | 520 | ||||
Thereafter | 447 | ||||
$ | 5,310 | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Reserved Shares of Authorized but Unissued Common Stock | ' | |||||||||||
As of December 31, 2013, the Company had reserved the following shares of authorized but unissued common stock: | ||||||||||||
Stock option plans | 6,069,781 | |||||||||||
Stock purchase plans | 369,878 | |||||||||||
Warrants | 4,482 | |||||||||||
6,444,141 | ||||||||||||
Schedule of Accumulated Other Comprehensive Income, Net of Taxes | ' | |||||||||||
The following table shows the components of accumulated other comprehensive income, net of taxes, as of December 31, 2013, 2012 and 2011 (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Foreign currency translation adjustments | $ | 11,802 | $ | 11,761 | $ | 11,660 | ||||||
Unrealized gains/losses on available-for-sale securities | 3 | 68 | (307 | ) | ||||||||
Defined benefit pension plan adjustment | (118 | ) | — | — | ||||||||
$ | 11,687 | $ | 11,829 | $ | 11,353 | |||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Estimated Fair Value of Certain Stock-Based Awards Using Black-Scholes-Merton Valuation Model | ' | |||||||||||||||||||
The Company estimated the fair value of certain stock-based awards using a Black-Scholes-Merton valuation model with the following assumptions: | ||||||||||||||||||||
Years ended December 31, | ||||||||||||||||||||
Stock options | 2013 | 2012 | 2011 | |||||||||||||||||
Weighted-average expected term (years) | 6.49 | 6.77 | 6.69 | |||||||||||||||||
Weighted-average volatility | 74% | 72% | 71% | |||||||||||||||||
Risk-free interest rate | 1.08% – 1.86% | 0.99% – 2.70% | 1.62% – 2.92% | |||||||||||||||||
Expected dividends | — % | — % | — % | |||||||||||||||||
Stock appreciation units | ||||||||||||||||||||
Weighted-average expected term (years) | 1.9 | 2.88 | 3.91 | |||||||||||||||||
Weighted-average volatility | 58% | 68% | 74% | |||||||||||||||||
Risk-free interest rate | 0.10% – 0.63% | 0.21% – 0.63% | 0.36% – 2.42% | |||||||||||||||||
Expected dividends | — % | — % | — % | |||||||||||||||||
ESPP | ||||||||||||||||||||
Weighted-average expected term (years) | 0.73 | 0.75 | 0.71 | |||||||||||||||||
Weighted-average volatility | 48% | 60% | 68% | |||||||||||||||||
Risk-free interest rate | 0.09% – 0.16% | 0.04% – 0.16% | 0.04% – 0.23% | |||||||||||||||||
Expected dividends | — % | — % | — % | |||||||||||||||||
Summary of Stock Based Compensation Expense | ' | |||||||||||||||||||
The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2013, 2012 and 2011 (in thousands) | ||||||||||||||||||||
Years ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Cost of goods sold | $ | 924 | $ | 800 | $ | 503 | ||||||||||||||
Research and development | 2,060 | 1,744 | 1,033 | |||||||||||||||||
Sales and marketing | 1,167 | 934 | 647 | |||||||||||||||||
General and administrative | 1,585 | 1,299 | 925 | |||||||||||||||||
$ | 5,736 | $ | 4,777 | $ | 3,108 | |||||||||||||||
Summary of Stock Option and Restricted Stock Unit Activity | ' | |||||||||||||||||||
The following table summarizes the Company’s stock option and restricted stock unit, or RSU, activity during the year ended December 31, 2013: | ||||||||||||||||||||
Stock Options | Restricted Stock Units | |||||||||||||||||||
Shares | Number of | Weighted | Number of | Weighted | ||||||||||||||||
Available | Shares | Average | Units | Average | ||||||||||||||||
for Grant | Exercise | Grant Date | ||||||||||||||||||
Price | Fair Value | |||||||||||||||||||
Balance at December 31, 2012 | 382,668 | 2,773,887 | $ | 5.87 | 924,823 | $ | 5.84 | |||||||||||||
Authorized for issuance | 2,569,115 | — | $ | — | — | $ | — | |||||||||||||
Granted | (2,420,870 | ) | 1,732,130 | $ | 5.92 | 688,740 | $ | 6.96 | ||||||||||||
Exercised/Converted | — | (260,604 | ) | $ | 4.65 | (345,359 | ) | $ | 8.26 | |||||||||||
Forfeited | 265,765 | (141,959 | ) | $ | 7.35 | (98,555 | ) | $ | 6.13 | |||||||||||
Balance at December 31, 2013 | 796,678 | 4,103,454 | $ | 5.92 | 1,169,649 | $ | 6.42 | |||||||||||||
Summary of Information about Stock Options Outstanding | ' | |||||||||||||||||||
The following table summarizes information about stock options outstanding as of December 31, 2013: | ||||||||||||||||||||
Options Outstanding | ||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||||||||
Shares | Average | Average | Intrinsic Value | |||||||||||||||||
Exercise | Remaining | (in Thousands) | ||||||||||||||||||
Price | Contractual | |||||||||||||||||||
Term (Years) | ||||||||||||||||||||
Vested and expected to vest | 3,729,782 | $ | 5.94 | 6.68 | $ | 5,824 | ||||||||||||||
Exercisable | 1,935,519 | $ | 5.88 | 4.93 | $ | 3,618 | ||||||||||||||
Summary of Information about Restricted Stock Units Outstanding | ' | |||||||||||||||||||
The following table summarizes information about RSUs outstanding as of December 31, 2013: | ||||||||||||||||||||
Restricted Stock Units Outstanding | ||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||||||||
Shares | Average | Average | Intrinsic Value | |||||||||||||||||
Grant Date | Remaining | (in Thousands) | ||||||||||||||||||
Fair Value | Contractual | |||||||||||||||||||
Term (Years) | ||||||||||||||||||||
Vested and expected to vest | 1,102,383 | $ | 6.42 | 1.25 | $ | 7,783 | ||||||||||||||
Summary of Stock Appreciation Unit Activity | ' | |||||||||||||||||||
The following table summarizes the Company’s stock appreciation unit activity during the year ended December 31, 2013: | ||||||||||||||||||||
Stock | Weighted- | |||||||||||||||||||
Appreciation | Average | |||||||||||||||||||
Units | Exercise | |||||||||||||||||||
Price | ||||||||||||||||||||
Stock appreciation units outstanding as of December 31, 2012 | 212,534 | $ | 7.07 | |||||||||||||||||
Stock appreciation units granted | 275,000 | $ | 5.4 | |||||||||||||||||
Stock appreciation units exercised | (29,263 | ) | $ | 4.36 | ||||||||||||||||
Stock appreciation units cancelled | (37,874 | ) | $ | 7.45 | ||||||||||||||||
Stock appreciation units outstanding as of December 31, 2013 | 420,397 | $ | 6.13 | |||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income (Loss) before Income Taxes | ' | |||||||||||
The provision for income taxes is based upon the income (loss) before income taxes as follows (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
U.S. operations | $ | (39,618 | ) | $ | (25,599 | ) | $ | (20,712 | ) | |||
Non-U.S. operations | 6,483 | 9,291 | 6,477 | |||||||||
$ | (33,135 | ) | $ | (16,308 | ) | $ | (14,235 | ) | ||||
Components of Provision for Income Taxes | ' | |||||||||||
The components of the provision for income taxes consisted of the following (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current | ||||||||||||
Federal | $ | 7 | $ | (103 | ) | $ | (257 | ) | ||||
State | (11 | ) | — | — | ||||||||
Foreign | (1,658 | ) | (1,119 | ) | (1,350 | ) | ||||||
(1,662 | ) | (1,222 | ) | (1,607 | ) | |||||||
Deferred | ||||||||||||
Federal | — | — | — | |||||||||
State | — | — | — | |||||||||
Foreign | 458 | (142 | ) | 452 | ||||||||
Total provision for income taxes from continuing operations | (1,204 | ) | (1,364 | ) | (1,155 | ) | ||||||
Benefit from (provision for) income taxes from discontinued operations | — | (114 | ) | 318 | ||||||||
Total provision | $ | (1,204 | ) | $ | (1,478 | ) | $ | (837 | ) | |||
Difference in Provision for Income Taxes from Amount Obtained by Applying U.S. Federal Statutory Rate | ' | |||||||||||
The provision for income taxes differs from the amount obtained by applying the U.S. federal statutory tax rate as follows (in thousands, except percentages): | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal statutory rate | 35 | % | 34 | % | 34 | % | ||||||
Tax at federal statutory rate | $ | 11,597 | $ | 5,599 | $ | 4,840 | ||||||
State taxes, net of federal benefit | 1,058 | 967 | 397 | |||||||||
Nondeductible expenses | (260 | ) | 96 | 138 | ||||||||
Stock-based compensation | (385 | ) | (529 | ) | (511 | ) | ||||||
Change in valuation allowance | (13,042 | ) | (7,308 | ) | (811 | ) | ||||||
Research and development | 1,077 | — | 485 | |||||||||
Foreign rate differences | (2,129 | ) | (656 | ) | 3,555 | |||||||
Earn out adjustment not taxable | (359 | ) | 132 | 438 | ||||||||
Foreign income inclusion | — | — | (5,140 | ) | ||||||||
Change in prior year deferred balances | 1,756 | 826 | — | |||||||||
Acquisition-related costs | (391 | ) | (491 | ) | (4,585 | ) | ||||||
Other | (126 | ) | — | 39 | ||||||||
$ | (1,204 | ) | $ | (1,364 | ) | $ | (1,155 | ) | ||||
Components of Deferred Income Tax Assets and Liabilities | ' | |||||||||||
Deferred income tax assets and liabilities comprise the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred Tax Assets | ||||||||||||
Net operating loss carryforwards | $ | 79,944 | $ | 69,969 | ||||||||
Federal and state credits | 9,357 | 7,747 | ||||||||||
Reserves, accruals and other | 6,091 | 5,498 | ||||||||||
Fixed assets and intangibles | 3,874 | 902 | ||||||||||
Total deferred tax assets | 99,266 | 84,116 | ||||||||||
Valuation allowance | (91,045 | ) | (78,003 | ) | ||||||||
Total deferred tax assets, net of valuation allowance | 8,221 | 6,113 | ||||||||||
Deferred tax liabilities | ||||||||||||
Acquired intangibles | (6,910 | ) | (5,362 | ) | ||||||||
Net deferred tax assets | $ | 1,311 | $ | 751 | ||||||||
Reported as: | ||||||||||||
Current deferred tax assets, included within prepaid expenses and other current assets | $ | 2,315 | $ | 1,333 | ||||||||
Long-term deferred tax assets, included within other long-term assets | — | 71 | ||||||||||
Deferred income tax liabilities | (1,004 | ) | (653 | ) | ||||||||
Net deferred tax assets | $ | 1,311 | $ | 751 | ||||||||
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | ' | |||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | ||||||||||||
Balance at December 31, 2010 | $ | 5,101 | ||||||||||
Gross increases for tax positions of prior years | 119 | |||||||||||
Gross increases for tax positions of current year | 3,994 | |||||||||||
Balance at December 31, 2011 | 9,214 | |||||||||||
Gross increases for tax positions of prior years | 70 | |||||||||||
Releases for tax positions of prior years | (26 | ) | ||||||||||
Gross increases for tax positions of current year | 2,735 | |||||||||||
Balance at December 31, 2012 | 11,993 | |||||||||||
Gross increases for tax positions of prior years | 155 | |||||||||||
Gross increases for tax positions of current year | 4,361 | |||||||||||
Reductions resulting from lapse of applicable statute of limitations | (57 | ) | ||||||||||
Balance at December 31, 2013 | $ | 16,452 | ||||||||||
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Revenue and Long-Lived Assets By Geographical Region | ' | |||||||||||
The following tables set forth the Company’s revenue and asset information by geographic region. Revenue is classified based on the ship to location of the customer. Such classification recognizes that for many customers, including those in North America or in Europe, designated shipping points are often in China or elsewhere in Asia. Long-lived assets in the table below comprise only property, plant and equipment (in thousands): | ||||||||||||
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Revenue: | ||||||||||||
China | $ | 122,387 | $ | 121,236 | $ | 129,390 | ||||||
United States | 45,036 | 66,007 | 31,180 | |||||||||
Japan | 25,451 | 14,771 | 15,085 | |||||||||
Rest of world | 89,368 | 43,409 | 25,374 | |||||||||
Total consolidated revenue | $ | 282,242 | $ | 245,423 | $ | 201,029 | ||||||
As of December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Long-lived assets: | ||||||||||||
China | $ | 32,993 | $ | 31,922 | ||||||||
United States | 20,150 | 21,706 | ||||||||||
Japan | 15,690 | 812 | ||||||||||
Rest of world | 18 | — | ||||||||||
Total long-lived assets | $ | 68,851 | $ | 54,440 | ||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summary of Quarterly Financial Information | ' | ||||||||||||||||
The following tables set forth a summary of the Company’s quarterly financial information for each of the four quarters for the years ended December 31, 2013 and 2012. | |||||||||||||||||
Year ended December 31, 2013 | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(In thousands, except share and per share data) | |||||||||||||||||
Net revenues | $ | 56,063 | $ | 74,990 | $ | 76,814 | $ | 74,375 | |||||||||
Gross profit | 11,757 | 15,601 | 18,179 | 19,636 | |||||||||||||
Net loss | (12,240 | ) | (8,284 | ) | (9,363 | ) | (4,452 | ) | |||||||||
Basic and diluted net loss per share | $ | (0.40 | ) | $ | (0.27 | ) | $ | (0.30 | ) | $ | (0.14 | ) | |||||
Weighted averages shares used to compute basic and diluted net loss per share | 30,574,032 | 30,779,730 | 31,184,958 | 31,450,916 | |||||||||||||
Year ended December 31, 2012 | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(In thousands, except share and per share data) | |||||||||||||||||
Net revenues | $ | 54,223 | $ | 63,025 | $ | 66,152 | $ | 62,023 | |||||||||
Gross profit | 11,406 | 15,188 | 20,616 | 14,050 | |||||||||||||
Income ( loss) from continuing operations | (11,778 | ) | (3,656 | ) | 723 | (2,961 | ) | ||||||||||
Income (loss) from discontinued operations | 170 | — | — | (28 | ) | ||||||||||||
Net income (loss) | (11,608 | ) | (3,656 | ) | 723 | (2,989 | ) | ||||||||||
Basic and diluted net income (loss) per share: | |||||||||||||||||
Continuing operations | $ | (0.47 | ) | $ | (0.13 | ) | $ | 0.02 | $ | (0.10 | ) | ||||||
Discontinued operations | $ | 0.01 | $ | — | $ | — | $ | — | |||||||||
Net income (loss) | $ | (0.46 | ) | $ | (0.13 | ) | $ | 0.02 | $ | (0.10 | ) | ||||||
Weighted averages shares used to compute basic net income (loss) per share | 24,870,684 | 28,402,929 | 30,215,144 | 30,414,735 | |||||||||||||
Weighted averages shares used to compute diluted net income (loss) per share | 24,870,684 | 28,402,929 | 30,611,304 | 30,414,735 | |||||||||||||
The_Company_and_Basis_of_Prese2
The Company and Basis of Presentation - Additional Information (Detail) | 3 Months Ended | |||||
Mar. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | ||
USD ($) | CNY | USD ($) | USD ($) | Private Placement | ||
Embedded Derivative Financial Instruments | ||||||
USD ($) | ||||||
Organization And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | |
Other non-current liability | ' | ' | ' | ' | $5,000,000 | |
Additional paid-in capital | ' | ' | 447,467,000 | 438,858,000 | [1] | 4,900,000 |
Penalty payment derivative | ' | ' | 239,000 | 138,000 | ' | |
Sale of equity interest | 100.00% | 100.00% | ' | ' | ' | |
Discontinued operation, total consideration | $2,100,000 | 13,000,000 | ' | ' | ' | |
[1] | Revised |
Effect_of_Reclassification_on_
Effect of Reclassification on Balance Sheet (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Other noncurrent liabilities | $7,987 | $1,862 | [1] |
Additional paid-in capital | 447,467 | 438,858 | [1] |
Previously Reported | ' | ' | |
Other noncurrent liabilities | ' | 1,724 | |
Redeemable common stock | ' | 5,000 | |
Additional paid-in capital | ' | $433,996 | |
[1] | Revised |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | |
Restricted cash | $2,138,000 | $2,626,000 | [1] | ' |
Goodwill impairment charges | 0 | 0 | 13,106,000 | |
Restricted stock conversion basis | 'One-for-one basis | ' | ' | |
Net gains (losses) resulting from foreign exchange transactions | $900,000 | ($200,000) | ($100,000) | |
Land use rights | ' | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | |
Intangible assets useful life | '45 years | ' | ' | |
Minimum | ' | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | |
Intangible assets useful life | '5 years | ' | ' | |
Product warranty period | '1 year | ' | ' | |
Maximum | ' | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | |
Intangible assets useful life | '7 years | ' | ' | |
Product warranty period | '2 years | ' | ' | |
Sales Revenue, Net | ' | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | |
Concentration risk percentage | ' | ' | 51.00% | |
Accounts Receivable | Credit Concentration Risk One | ' | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | |
Concentration risk percentage | 14.00% | 42.00% | ' | |
Accounts Receivable | Credit Concentration Risk Two | ' | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | |
Concentration risk percentage | 10.00% | 16.00% | ' | |
Customer 1 | Sales Revenue, Net | ' | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | |
Concentration risk percentage | 27.00% | 36.00% | ' | |
Customer 2 | Sales Revenue, Net | ' | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | |
Concentration risk percentage | 16.00% | 16.00% | ' | |
Customer 3 | Sales Revenue, Net | ' | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | |
Concentration risk percentage | 14.00% | 15.00% | ' | |
[1] | Revised |
Estimated_Useful_Lives_of_Prop
Estimated Useful Lives of Property, Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Buildings | Minimum | ' |
Property Plant And Equipment [Line Items] | ' |
Property, plant and equipment, useful lives | '20 years |
Buildings | Maximum | ' |
Property Plant And Equipment [Line Items] | ' |
Property, plant and equipment, useful lives | '30 years |
Machinery and equipment | Minimum | ' |
Property Plant And Equipment [Line Items] | ' |
Property, plant and equipment, useful lives | '2 years |
Machinery and equipment | Maximum | ' |
Property Plant And Equipment [Line Items] | ' |
Property, plant and equipment, useful lives | '7 years |
Furniture, fixtures and office equipment | Minimum | ' |
Property Plant And Equipment [Line Items] | ' |
Property, plant and equipment, useful lives | '3 years |
Furniture, fixtures and office equipment | Maximum | ' |
Property Plant And Equipment [Line Items] | ' |
Property, plant and equipment, useful lives | '5 years |
Software | Minimum | ' |
Property Plant And Equipment [Line Items] | ' |
Property, plant and equipment, useful lives | '5 years |
Software | Maximum | ' |
Property Plant And Equipment [Line Items] | ' |
Property, plant and equipment, useful lives | '7 years |
Leasehold improvements | ' |
Property Plant And Equipment [Line Items] | ' |
Property, plant and equipment, useful lives description | 'life of the asset or lease term, if shorter |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) | 3 Months Ended | |||
In Millions, unless otherwise specified | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 |
USD ($) | CNY | Segment, Discontinued Operations | Segment, Discontinued Operations | |
USD ($) | CNY | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Sale of equity interest | 100.00% | 100.00% | 100.00% | 100.00% |
Discontinued operation, total consideration | $2.10 | 13 | $2.10 | 13 |
Gain (loss) on sale of business | ' | ' | $0.60 | ' |
Closing date of agreement for sale of business | ' | ' | 13-Mar-12 | 13-Mar-12 |
Revenue_and_Components_of_Net_
Revenue and Components of Net Income Related to Discontinued Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Benefit from (provision for) income taxes | ' | ' | ($114) | $318 |
Net income from discontinued operations | -28 | 170 | 142 | 636 |
Segment, Discontinued Operations | ' | ' | ' | ' |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Revenue | ' | ' | 590 | 5,085 |
Income from discontinued operations before income taxes | ' | ' | 256 | 318 |
Benefit from (provision for) income taxes | ' | ' | -114 | 318 |
Net income from discontinued operations | ' | ' | $142 | $636 |
Summary_of_Unrealized_Gains_an
Summary of Unrealized Gains and Losses Related to Cash Equivalents and Investments in Marketable Securities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | $17,924 | $64,246 |
Gross Unrealized Gains | 8 | 67 |
Gross Unrealized Losses | -5 | -1 |
Fair Value | 17,927 | 64,312 |
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 | 17,913 | 64,235 |
Gross Unrealized Gains | 8 | 67 |
Gross Unrealized Losses | -5 | -1 |
Fair Value | 17,916 | 64,301 |
Short-term Investments | Money Market Funds | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | 4,577 | 7,259 |
Gross Unrealized Gains | ' | ' |
Gross Unrealized Losses | ' | ' |
Fair Value | 4,577 | 7,259 |
Short-term Investments | Corporate Bond Securities | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | 6,708 | 23,151 |
Gross Unrealized Gains | 3 | 43 |
Gross Unrealized Losses | -5 | -1 |
Fair Value | 6,706 | 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 | 4,827 | 4,682 |
Gross Unrealized Gains | 5 | 14 |
Gross Unrealized Losses | ' | ' |
Fair Value | 4,832 | 4,696 |
Short-term Investments | Variable rate demand notes | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | 1,801 | 1,902 |
Gross Unrealized Gains | ' | ' |
Gross Unrealized Losses | ' | ' |
Fair Value | $1,801 | $1,902 |
Maturities_of_Investments_Deta
Maturities of Investments (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule Of Investments [Line Items] | ' | ' |
Less than 1 year | $14,118 | $51,861 |
Due in 1 to 2 years | 2,008 | 10,550 |
Due in 2 to 5 years | ' | ' |
Due after 5 years | 1,801 | 1,901 |
Total | $17,927 | $64,312 |
Cash_Cash_Equivalents_and_Shor2
Cash, Cash Equivalents and Short-Term Investments - Additional information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2011 |
Ignis ASA | ||||
Schedule Of Investments [Line Items] | ' | ' | ' | ' |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Loss | $0 | $0 | ' | ' |
Proceeds from sale of an unconsolidated investee | ' | ' | 21,288 | 21,288 |
Gain on sale of an unconsolidated investee, net of direct cost | ' | ' | $13,867 | $13,867 |
Fair_Value_of_Financial_Assets
Fair Value of Financial Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Money Market Funds | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | $4,588 | $7,270 |
Money Market Funds | Fair Value, Inputs, Level 1 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 4,588 | 7,270 |
Corporate Bond Securities | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 6,706 | 23,193 |
Corporate Bond Securities | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 6,706 | 23,193 |
U.S. Federal Agencies | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | 27,251 |
U.S. Federal Agencies | Fair Value, Inputs, Level 2 | ' | ' |
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 | 4,832 | 4,696 |
Foreign Bonds and Notes | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 4,832 | 4,696 |
Variable rate demand notes | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 1,801 | 1,902 |
Variable rate demand notes | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 1,801 | 1,902 |
Mutual Funds Held in Rabbi Trust | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 442 | 188 |
Mutual Funds Held in Rabbi Trust | Fair Value, Inputs, Level 1 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | $442 | $188 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Schedule Of Investments [Line Items] | ' | ' | ' |
Goodwill impairment charges | $0 | $0 | $13,106,000 |
Carrying value of the Company’s borrowings | 34,475,000 | 22,167,000 | ' |
Business Combinations Member | ' | ' | ' |
Schedule Of Investments [Line Items] | ' | ' | ' |
Carrying value of the Company’s borrowings | 9,975,000 | ' | ' |
Notes Payable to Banks | Libor Plus Rate | ' | ' | ' |
Schedule Of Investments [Line Items] | ' | ' | ' |
Fair value of the Company’s borrowings | ' | 21,200,000 | ' |
Carrying value of the Company’s borrowings | ' | 22,200,000 | ' |
Notes Payable to Banks | Business Combinations Member | ' | ' | ' |
Schedule Of Investments [Line Items] | ' | ' | ' |
Fair value of the Company’s borrowings | 10,000,000 | ' | ' |
Carrying value of the Company’s borrowings | 9,975,000 | ' | ' |
Cash and Cash Equivalents | Bank Time Deposits | Fair Value, Inputs, Level 2 | ' | ' | ' |
Schedule Of Investments [Line Items] | ' | ' | ' |
Assets, fair value | $6,500,000 | $14,700,000 | ' |
Fair_Value_of_Financial_Liabil
Fair Value of Financial Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | $1,985 | $959 |
Penalty payment derivative | 239 | 138 |
Fair Value, Inputs, Level 3 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | 1,985 | 959 |
Penalty payment derivative | $239 | $138 |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Net Loss per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss from continuing operations | ' | ' | ' | ' | ($2,961) | $723 | ($3,656) | ($11,778) | ($34,339) | ($17,672) | ($15,390) |
Accretion of redeemable convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -7 |
Deemed dividend on beneficial conversion of Series X redeemable convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -17,049 |
Loss from continuing operations attributable to NeoPhotonics Corporation common stockholders | ' | ' | ' | ' | ' | ' | ' | ' | -34,339 | -17,672 | -32,446 |
Income from discontinued operations | ' | ' | ' | ' | -28 | ' | ' | 170 | ' | 142 | 636 |
Loss attributable to NeoPhotonics Corporation common stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ($34,339) | ($17,530) | ($31,810) |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic and diluted weighted average shares used to compute net loss per share attributable to NeoPhotonics Corporation common stockholders | 31,450,916 | 31,184,958 | 30,779,730 | 30,574,032 | ' | ' | ' | ' | 31,000,325 | 28,529,849 | 22,359,802 |
Basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations | ' | ' | ' | ' | ($0.10) | $0.02 | ($0.13) | ($0.47) | ($1.11) | ($0.62) | ($1.45) |
Discontinued operations | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | $0.03 |
Net income (loss) | ($0.14) | ($0.30) | ($0.27) | ($0.40) | ($0.10) | $0.02 | ($0.13) | ($0.46) | ($1.11) | ($0.62) | ($1.42) |
Potentially_Dilutive_Securitie
Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' |
Potentially dilutive securities, excluded from computation of diluted net income (loss) per share | 5,680,914 | 4,178,784 | 3,658,775 |
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 | 4,103,454 | 2,773,887 | 2,631,524 |
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 | 1,169,649 | 924,823 | 517,445 |
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 | 403,329 | 475,592 | 505,324 |
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 |
Business_Combination_Additiona
Business Combination - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||||
Mar. 29, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 29, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Oct. 12, 2011 | Dec. 31, 2011 | Oct. 31, 2011 | Oct. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | |
USD ($) | USD ($) | USD ($) | Pro Forma | Pro Forma | Minimum | Maximum | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | Santur Corporation | Santur Corporation | Santur Corporation | Santur Corporation | Santur Corporation | Santur Corporation | Santur Corporation | Notes Payable | 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 | USD ($) | USD ($) | Pro Forma | Pro Forma | Customer relationships | Minimum | Minimum | Maximum | Maximum | USD ($) | USD ($) | Fair Value Adjustment to Fixed Assets | Fair Value Adjustment to Inventory | Developed Technology | Customer relationships | In Process Research And Development | NeoPhotonics Semiconductor | Notes Payable To be paid in three equal installments | Notes Payable To be paid in three equal installments | |||||||
USD ($) | USD ($) | One Time Charges and Amortization of Fair Value Adjustments | One Time Charges and Amortization of Fair Value Adjustments | Developed Technology | Developed Technology | USD ($) | USD ($) | Project | USD ($) | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | ||||||||||||||||
USD ($) | USD ($) | USD ($) | JPY (¥) | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | ' | ' | ' | ' | $24,258,000 | ' | ' | ' | ' | ' | ' | ' | ' | $47,196,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration paid | ' | 13,128,000 | ' | 38,986,000 | ' | ' | ' | ' | 13,128,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,130,000 | 11,130,000 | 1,050,000,000 |
Withheld and placed into escrow | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable, Number of Installments | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of notes unpaid balance per year | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related transaction costs | ' | 5,406,000 | 1,447,000 | 989,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,400,000 | -1,900,000 | -4,400,000 | ' | ' | ' | ' | ' | ' | 5,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | 0 | 0 | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 8,783,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, useful lives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | '20 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty rate on total revenue | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets useful life | ' | ' | ' | ' | ' | ' | '5 years | '7 years | ' | ' | ' | ' | '6 years | ' | '4 years | ' | '5 years | ' | ' | ' | ' | '5 years | '5 years | '5 years | ' | ' | ' |
Weighted average amortization period for intangible assets | '5 years 4 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of goods sold | ' | 217,069,000 | 184,163,000 | 150,944,000 | -3,200,000 | 4,300,000 | ' | ' | ' | ' | -1,800,000 | -3,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,396,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Contingent payable amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in value of assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,800,000 | 200,000 | ' | ' | ' | ' | ' | ' |
Number of Projects | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' |
Operating loss from acquired entity | ' | ($33,673,000) | ($16,907,000) | ($28,466,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition_Accounting_and_Tan
Acquisition Accounting and Tangible and Intangible Assets Acquired (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Oct. 12, 2011 | Oct. 12, 2011 | Oct. 12, 2011 | Oct. 12, 2011 | |
NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | Santur Corporation | Santur Corporation | Santur Corporation | Santur Corporation | ||||
Developed Technology | Customer relationships | Other Liability | Notes Payable | Developed Technology | Customer relationships | In Process Research And Development | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid | $13,128,000 | $38,986,000 | ' | $13,128,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable | ' | ' | ' | ' | ' | ' | ' | 11,130,000 | ' | ' | ' | ' |
Total consideration | ' | ' | ' | 24,258,000 | ' | ' | ' | ' | 47,196,000 | ' | ' | ' |
Pension and retirement obligations | ' | ' | ' | ' | ' | ' | 6,471,000 | ' | ' | ' | ' | ' |
Other compensation-related liabilities | ' | ' | ' | ' | ' | ' | 1,083,000 | ' | ' | ' | ' | ' |
Other current liabilities | ' | ' | ' | ' | ' | ' | 1,265,000 | ' | ' | ' | ' | ' |
Liabilities assumed | ' | ' | ' | ' | ' | ' | 8,819,000 | ' | ' | ' | ' | ' |
Inventory | ' | ' | ' | 13,309,000 | ' | ' | ' | ' | 7,578,000 | ' | ' | ' |
Other current assets | ' | ' | ' | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Land, property, plant and equipment | ' | ' | ' | 14,433,000 | ' | ' | ' | ' | 13,500,000 | ' | ' | ' |
Intangible assets acquired | ' | ' | ' | ' | 2,120,000 | 3,180,000 | ' | ' | ' | 11,800,000 | 5,000,000 | 370,000 |
Fair Value of assets acquired | ' | ' | ' | 33,077,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration paid | ' | ' | ' | ' | ' | ' | ' | ' | 44,396,000 | ' | ' | ' |
Fair value of contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | 2,800,000 | ' | ' | ' |
Net tangible assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | 21,243,000 | ' | ' | ' |
Net tangible and intangible assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | 38,413,000 | ' | ' | ' |
Goodwill | $0 | ' | $0 | $0 | ' | ' | ' | ' | $8,783,000 | ' | ' | ' |
Pro_forma_Information_for_Busi
Pro forma Information for Business Acquisition (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | Santur Corporation | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ' | ' | ' |
Revenue | $294,933 | $305,286 | $236,449 |
Net loss | -23,340 | -11,014 | -29,352 |
Basic and diluted net loss per share | ($0.75) | ($0.39) | ($2.08) |
Net loss attributable to NeoPhotonics Corporation | ' | ' | -29,352 |
Net loss attributable to NeoPhotonics Corporation common stockholders | ' | ' | ($46,408) |
Net_Assets_Acquired_Detail
Net Assets Acquired (Detail) (Santur Corporation, USD $) | Oct. 12, 2011 |
In Thousands, unless otherwise specified | |
Santur Corporation | ' |
Business Acquisition [Line Items] | ' |
Cash and cash equivalents | $5,410 |
Accounts receivable, net | 10,253 |
Inventory | 7,578 |
Prepaid and other current assets. | 1,329 |
Land, property, plant and equipment | 13,500 |
Other non-current assets | 453 |
Accounts payable | -8,371 |
Other accrued liabilities | -8,798 |
Lease obligation | -111 |
Total net tangible assets acquired | $21,243 |
Goodwill_and_Purchased_Intangi2
Goodwill and Purchased Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Companies | |||
Times | |||
Goodwill [Line Items] | ' | ' | ' |
Goodwill impairment charges | $0 | $0 | $13,106 |
Goodwill | $0 | $0 | ' |
Discount rate of fair value | 18.00% | ' | ' |
Fair value growth rate | 5.00% | ' | ' |
Fair value control premium | 40.00% | ' | ' |
Number of years take in to account | '3 years 6 months | ' | ' |
Projected net cash flows period | '11 years | ' | ' |
Number of Transactions | 13 | ' | ' |
Number of companies for public company analysis | 11 | ' | ' |
Weighted_Analyses_of_Measuring
Weighted Analyses of Measuring Fair Value of Reporting Unit (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Fair Value [Line Items] | ' |
Discounted cash flow | 16.70% |
Market capitalization | 50.00% |
Guideline public company | 16.70% |
Guideline transactions | 16.70% |
Purchased_Intangible_Assets_De
Purchased Intangible Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Finite Lived Intangible Assets [Line Items] | ' | ' | |
Gross Assets | $51,884 | $46,379 | |
Accumulated Amortization | -36,879 | -32,166 | |
Net Assets | 15,005 | 14,213 | [1] |
Technology and patents | ' | ' | |
Finite Lived Intangible Assets [Line Items] | ' | ' | |
Gross Assets | 34,524 | 32,176 | |
Accumulated Amortization | -25,931 | -22,869 | |
Net Assets | 8,593 | 9,307 | |
Customer relationships | ' | ' | |
Finite Lived Intangible Assets [Line Items] | ' | ' | |
Gross Assets | 15,004 | 11,898 | |
Accumulated Amortization | -9,732 | -8,148 | |
Net Assets | 5,272 | 3,750 | |
Leasehold interest | ' | ' | |
Finite Lived Intangible Assets [Line Items] | ' | ' | |
Gross Assets | 1,406 | 1,355 | |
Accumulated Amortization | -266 | -241 | |
Net Assets | 1,140 | 1,114 | |
Non-compete agreements | ' | ' | |
Finite Lived Intangible Assets [Line Items] | ' | ' | |
Gross Assets | 950 | 950 | |
Accumulated Amortization | -950 | -908 | |
Net Assets | ' | $42 | |
[1] | Revised |
Amortization_Expense_of_Compan
Amortization Expense of Company's Purchased Intangible Assets (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Finite Lived Intangible Assets [Line Items] | ' | ' | ' |
Cost of goods sold | $2,543 | $2,472 | $598 |
Operating expenses | 1,532 | 1,316 | 994 |
Total | $4,075 | $3,788 | $1,592 |
Estimated_Future_Amortization_
Estimated Future Amortization Expense of Purchased Intangible Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Expected Amortization Expense [Line Items] | ' | ' | |
2014 | $4,402 | ' | |
2015 | 4,386 | ' | |
2016 | 3,640 | ' | |
2017 | 793 | ' | |
2018 | 580 | ' | |
Thereafter | 1,204 | ' | |
Net Assets | $15,005 | $14,213 | [1] |
[1] | Revised |
Accounts_Receivable_Net_Detail
Accounts Receivable, Net (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Accounts Notes And Loans Receivable [Line Items] | ' | ' | |
Accounts receivable | $57,010 | $66,338 | |
Trade notes receivable | 8,054 | 4,979 | |
Allowance for doubtful accounts | -531 | -963 | |
Accounts receivable, Net ,Total | $64,533 | $70,354 | [1] |
[1] | Revised |
Movement_in_Allowance_for_Doub
Movement in Allowance for Doubtful Accounts (Detail) (Allowance for Doubtful Accounts, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Allowance for Doubtful Accounts | ' | ' | ' |
Valuation And Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Beginning Balance | ($963) | ($506) | ($1,582) |
Provision for bad debt | 253 | -457 | -196 |
Write-offs, net of recoveries | 179 | ' | 1,272 |
Ending Balance | ($531) | ($963) | ($506) |
Inventory_Detail
Inventory (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Inventory [Line Items] | ' | ' | |
Raw materials | $26,379 | $19,038 | |
Work in process | 14,341 | 8,940 | |
Finished goods | 24,188 | 15,815 | |
Inventories | $64,908 | $43,793 | [1] |
[1] | Revised |
Balance_Sheet_Components_Addit
Balance Sheet Components - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Balance Sheet Components [Line Items] | ' | ' | ' |
Finished goods, at vendor managed inventory locations | $5.40 | $4.50 | ' |
Depreciation expense | $16.30 | $12.40 | $10.80 |
Property_Plant_and_Equipment_N
Property, Plant and Equipment, Net (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Property Plant And Equipment [Line Items] | ' | ' | |
Land | $3,167 | ' | |
Buildings | 23,194 | 16,484 | |
Machinery and equipment | 104,287 | 92,139 | |
Furniture, fixtures, software and office equipment | 11,441 | 8,300 | |
Leasehold improvements | 7,837 | 4,373 | |
Property, Plant and Equipment, Gross, Total | 149,926 | 121,296 | |
Less: Accumulated depreciation | -81,075 | -66,856 | |
Property, plant and equipment, net | $68,851 | $54,440 | [1] |
[1] | Revised |
Accrued_and_Other_Current_Liab
Accrued and Other Current Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Accounts Payable And Accrued Liabilities [Line Items] | ' | ' | |
Employee-related | $12,297 | $12,293 | |
Other | 11,346 | 7,666 | |
Accrued and other current liabilities | $23,643 | $19,959 | [1] |
[1] | Revised |
Summary_of_Movement_in_Warrant
Summary of Movement in Warranty Accrual (Detail) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Product Liability Contingency [Line Items] | ' | ' | ' | ||
Beginning balance | $1,072 | $1,443 | [1] | $299 | |
Warranty accruals | 1,514 | 385 | 393 | ||
Assumed warranty from acquisitions | 135 | ' | 999 | ||
Settlements and adjustments | -984 | -756 | -248 | ||
Ending balance | $1,737 | $1,072 | $1,443 | [1] | |
[1] | Included within the ending balance is an accrual of $0.3 million relating to a specific part, for which the liability was assumed as part of the acquisition of Santur. The Company did not experience any claims for this product after October 2011 and it believed warranty claims were remote. Therefore, the Company released this obligation in the fourth quarter of 2012. |
Summary_of_Movement_in_Warrant1
Summary of Movement in Warranty Accrual (Parenthetical) (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
In Thousands, unless otherwise specified | |||||
Product Liability Contingency [Line Items] | ' | ' | ' | ' | |
Business acquisition warranty liability | $1,737 | $1,072 | $1,443 | [1] | $299 |
Santur Corporation | ' | ' | ' | ' | |
Product Liability Contingency [Line Items] | ' | ' | ' | ' | |
Business acquisition warranty liability | ' | ' | $300 | ' | |
[1] | Included within the ending balance is an accrual of $0.3 million relating to a specific part, for which the liability was assumed as part of the acquisition of Santur. The Company did not experience any claims for this product after October 2011 and it believed warranty claims were remote. Therefore, the Company released this obligation in the fourth quarter of 2012. |
Other_Noncurrent_Liabilities_D
Other Noncurrent Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Other Non Current Liabilities [Line Items] | ' | ' | |
Pension and other employee-related | $6,206 | $188 | |
Penalty payment derivative | 239 | 138 | |
Other | 1,542 | 1,536 | |
Other noncurrent liabilities | $7,987 | $1,862 | [1] |
[1] | Revised |
Restructuring_Additional_Infor
Restructuring - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 |
Facility | United States | China | Cost of Goods Sold | Restructuring | Severance | |||
Employee | Employee | |||||||
Restructuring Cost And Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Number of facilities closed | 1 | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | $775 | $68 | $1,297 | ' | ' | $775 | $1,500 | $1,297 |
Number of employees reduced | ' | ' | ' | 37 | 43 | ' | ' | ' |
Summary_of_Restructuring_Activ
Summary of Restructuring Activity (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Restructuring Cost And Reserve [Line Items] | ' |
Restructuring obligations, December 31, 2012 | ' |
Restructuring costs incurred in 2013 | 1,474 |
Cash payments | -1,268 |
Non-cash settlements and other | 71 |
Restructuring obligations, December 31, 2013 | 277 |
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, December 31, 2013 | ' |
Facilities | ' |
Restructuring Cost And Reserve [Line Items] | ' |
Restructuring obligations, December 31, 2012 | ' |
Restructuring costs incurred in 2013 | 318 |
Cash payments | -178 |
Non-cash settlements and other | 71 |
Restructuring obligations, December 31, 2013 | 211 |
Contract Termination | ' |
Restructuring Cost And Reserve [Line Items] | ' |
Restructuring obligations, December 31, 2012 | ' |
Restructuring costs incurred in 2013 | 457 |
Cash payments | -391 |
Non-cash settlements and other | ' |
Restructuring obligations, December 31, 2013 | $66 |
Components_of_Debt_Obligations
Components of Debt, Obligations, Weighted Average Interest Rate and Additional Fair Value Information Relating to Outstanding Debt Instruments (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | ' | ' | |
Notes payable, carrying amount | $9,738 | $12,003 | [1] |
Long-term debt, carrying amount | 34,475 | 22,167 | |
Current portion of long-term debt, carrying amount | -10,325 | -5,000 | [1] |
Total long-term debt, net of current portion, carrying amount | 24,150 | 17,167 | [1] |
NeoPhotonics Semiconductor | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Long-term debt, carrying amount | 9,975 | ' | |
Weighted Average Interest Rate | 1.50% | ' | |
Bank borrowings | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Long-term debt, carrying amount | $24,500 | $22,167 | |
Weighted Average Interest Rate | 2.92% | 2.20% | |
[1] | Revised |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 29, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | 31-May-14 | 19-May-14 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 23-May-14 | 23-May-14 | 31-May-14 | ||
USD ($) | USD ($) | Credit Facility | Credit Facility | Credit Facility | Credit Facility | NeoPhotonics Semiconductor | Series of Individually Immaterial Business Acquisitions | Series of Individually Immaterial Business Acquisitions | Series of Individually Immaterial Business Acquisitions | Notes Payable | Notes Payable | Notes Payable | Revolving Credit Facility | Term Loan | Term Loan | Term Loan | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | China | China | China | China | China | ||
USD ($) | USD ($) | Libor Plus Rate | Credit Facility Base Rate | USD ($) | Libor Plus Rate | Credit Facility | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | Libor Plus Rate | USD ($) | Libor Plus Rate | Credit Facility Base Rate | USD ($) | USD ($) | Credit Facility | Credit Facility | Term Loan | Term Loan | USD ($) | USD ($) | Subsequent Event | Subsequent Event | Subsequent Event | ||||||
Libor Plus Rate | USD ($) | Notes Payable To be paid in three equal installments | Notes Payable To be paid in three equal installments | Libor Plus Rate | Credit Facility Base Rate | Libor Plus Rate | Credit Facility Base Rate | USD ($) | CNY | USD ($) | ||||||||||||||||||||
USD ($) | JPY (¥) | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Restricted cash | $2,138,000 | $2,626,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bank Acceptances Executed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | |
Credit facility outstanding balance | ' | ' | ' | ' | ' | ' | ' | 14,200,000 | ' | ' | ' | ' | ' | ' | 24,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | |
Number of short-term line of credit facilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | |
Notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,130,000 | 11,130,000 | 1,050,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Obligation bear interest | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | 7.00% | ' | |
Revolving line of credit, maximum borrowing capacity | ' | ' | 0 | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Line of credit facility remaining borrowing capacity | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Interest rate description | ' | ' | ' | ' | ' | ' | ' | ' | 'Which bore interest at a rate of LIBOR plus 2%. | ' | ' | ' | ' | 'borrowings bear interest at an interest rate option of a base rate as defined in the agreement plus 1.5% or LIBOR plus 2.5%. | 'Borrowings under the term loan bear interest at an interest rate option of a base rate as defined in the agreement plus 1.75% or LIBOR plus 2.75%. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Line of credit facility, marginal interest rate | ' | ' | ' | ' | 2.50% | 1.50% | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | 2.75% | 1.75% | ' | ' | ' | 2.75% | 1.75% | 3.00% | 2.00% | ' | ' | ' | ' | ' | |
Line of credit facility, interest rate | ' | ' | ' | ' | 2.67% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.92% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Line of credit facility, expiration date | ' | ' | '2016-03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2017-06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Warrant issued | 4,482 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Exercise price of warrant | $29 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Debt Instrument, Covenant Compliance | 'The Company’s credit agreement requires the maintenance of specified financial covenants, including a debt to EBITDA ratio and liquidity ratios. The agreement also restricts the Company’s 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. The Company was not in compliance with the debt to EBITDA covenant at December 31, 2013 and obtained a waiver from the bank with respect to such noncompliance. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Increase in margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Compensating Balance, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Working capital Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,000,000 | 50,000,000 | ' | |
Frequency of periodic payment on loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Monthly | 'Monthly | ' | |
Due date of the principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23-Nov-14 | 23-Nov-14 | ' | |
[1] | Revised |
Maturities_of_Long_Term_debt_O
Maturities of Long -Term debt Outstanding (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule Of Short And Long Term Debt [Line Items] | ' | ' |
2014 | $10,325 | ' |
2015 | 10,325 | ' |
2016 | 10,325 | ' |
2017 | 3,500 | ' |
Long-term debt, carrying amount | $34,475 | $22,167 |
Japan_Defined_Benefit_Pension_2
Japan Defined Benefit Pension Plans - Additional Information (Detail) (USD $) | Mar. 29, 2013 | Dec. 31, 2013 | Mar. 29, 2013 | Feb. 28, 2014 | Mar. 31, 2014 |
CompensationPlan | DBCPP | DBCPP | DBCPP | DBCPP | |
Subsequent Event | Subsequent Event | ||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' |
Number of Defined Benefit Pension Plans | 2 | ' | ' | ' | ' |
Plan assets | ' | $2,072,000 | $2,037,000 | $2,000,000 | ' |
Receivable from LAPIS | ' | ' | ' | 300,000 | ' |
Employer contributions | ' | 585,000 | ' | 15,000 | ' |
Defined Benefit Plan, Curtailments | ' | ' | ' | ' | $100,000 |
Funded_Status_of_Plans_Detail
Funded Status of Plans (Detail) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Mar. 29, 2013 | |
RAP | ' | ' |
Change in projected benefit obligation: | ' | ' |
Projected benefit obligation, March 29, 2013 | ' | $5,795,000 |
Service cost | 175,000 | ' |
Interest cost | 39,000 | ' |
Benefits paid | -140,000 | ' |
Actuarial (gain)/loss | 177,000 | ' |
Currency translation adjustment | -600,000 | ' |
Projected benefit obligation, end of period | 5,446,000 | 5,795,000 |
Amounts recognized in consolidated balance sheets: | ' | ' |
Accrued and other current liabilities | 115,000 | ' |
Other noncurrent liabilities | 5,331,000 | ' |
Amount recognized in accumulated other comprehensive loss: | ' | ' |
Defined benefit pension plans adjustment | 177,000 | ' |
Accumulated benefit obligation, end of period | 4,929,000 | ' |
DBCPP | ' | ' |
Change in projected benefit obligation: | ' | ' |
Projected benefit obligation, March 29, 2013 | ' | 2,706,000 |
Service cost | 78,000 | ' |
Interest cost | 18,000 | ' |
Actuarial (gain)/loss | -14,000 | ' |
Currency translation adjustment | -280,000 | ' |
Projected benefit obligation, end of period | 2,508,000 | 2,706,000 |
Change in plan assets: | ' | ' |
Plan assets at fair value, March 29, 2013 | ' | 2,037,000 |
Employer contributions | 585,000 | ' |
Actual return on plan assets | -304,000 | ' |
Currency translation adjustment | -246,000 | ' |
Plan assets at calculated amount, end of period | 2,072,000 | 2,037,000 |
Amounts recognized in consolidated balance sheets: | ' | ' |
Other noncurrent liabilities | 436,000 | ' |
Amount recognized in accumulated other comprehensive loss: | ' | ' |
Defined benefit pension plans adjustment | 319,000 | ' |
Accumulated benefit obligation, end of period | $2,508,000 | ' |
Periodic_Pension_Cost_Detail
Periodic Pension Cost (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
RAP | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Service cost | $175 |
Interest cost | 39 |
Net periodic pension costs | 214 |
DBCPP | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Service cost | 78 |
Interest cost | 18 |
Expected return on plan assets | -30 |
Net periodic pension costs | $66 |
Projected_and_Accumulated_Bene
Projected and Accumulated Benefit Obligations (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
RAP | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Discount rate | 0.70% |
Salary increase rate | 4.50% |
DBCPP | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Discount rate | 1.60% |
Expected return on plan assets | 1.70% |
Salary increase rate | 1.20% |
Estimated_Future_Benefit_Payme
Estimated Future Benefit Payments Under Plans (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
RAP | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
2014 | $115 |
2015 | 126 |
2016 | 553 |
2017 | 433 |
2018 | 634 |
2019 - 2023 | 2,456 |
Total estimated future benefit payments | 4,317 |
DBCPP | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
2014 | 85 |
2015 | 12 |
2016 | 19 |
2017 | 30 |
2018 | 43 |
2019 - 2023 | 414 |
Total estimated future benefit payments | $603 |
Future_Minimum_Commitments_Und
Future Minimum Commitments Under All Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | ' |
2014 | $1,756 |
2015 | 1,343 |
2016 | 744 |
2017 | 500 |
2018 | 520 |
Thereafter | 447 |
Operating Leases, Future Minimum Payments Due, Total | $5,310 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||
5-May-10 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Defendant | ||||
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' |
Rent expense | ' | $2,200,000 | $2,300,000 | $1,900,000 |
Number of defendants | 4 | ' | ' | ' |
Agreement period not to refile claims | '90 days | ' | ' | ' |
Probable or reasonably possible loss | ' | 0 | ' | ' |
Total outstanding purchase obligations | ' | 40,000,000 | ' | ' |
Year of acquisition | ' | 12-Oct-11 | ' | ' |
Adjustment to fair value of contingent consideration | ' | 1,026,000 | -554,000 | -1,287,000 |
Estimated fair value of contingent consideration amount | ' | 1,985,000 | 959,000 | ' |
Fair Value, Inputs, Level 3 | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' |
Estimated fair value of contingent consideration amount | ' | 1,985,000 | 959,000 | ' |
Santur Corporation | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' |
Amount of indemnification claims by the company | ' | 3,900,000 | ' | ' |
Adjustment to fair value of contingent consideration | ' | 1,026,000 | ' | ' |
Santur Corporation | Fair Value, Inputs, Level 3 | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' |
Estimated fair value of contingent consideration amount | ' | 1,985,000 | 959,000 | 1,500,000 |
Scenario, Plan | Santur Corporation | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' |
Amount received from escrow ,net | ' | $1,900,000 | ' | ' |
Reserved_Shares_of_authorized_
Reserved Shares of authorized but Unissued Common Stock (Detail) | Dec. 31, 2013 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
Common stock | 6,444,141 |
Common Stock Warrants | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
Common stock | 4,482 |
Employee stock options | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
Common stock | 6,069,781 |
Employee stock purchase plan | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
Common stock | 369,878 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||
Feb. 28, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 27, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Apr. 27, 2012 | Apr. 27, 2012 | Apr. 27, 2012 | Feb. 28, 2011 | Feb. 28, 2011 | ||
Private Placement | Private Placement | Private Placement | Private Placement | Private Placement | Private Placement | Private Placement | Series 1, 2 and 3 redeemable convertible preferred stock | Series X redeemable convertible preferred stock | ||||||
Embedded Derivative Financial Instruments | Minimum | Performance Guarantee | Capital Addition Purchase Commitments | Research and Development Arrangement | ||||||||||
Scenario, Plan | ||||||||||||||
Class Of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Issuance of stock, shares | 8,625,000 | ' | ' | ' | 4,970,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Issuance of common stock upon initial public offering, per share | $11 | ' | ' | $11 | $8 | ' | ' | ' | ' | ' | ' | ' | ' | |
Net cash proceeds from initial public offerings | $88,200,000 | ' | ' | $86,412,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Conversion of preferred stock into shares of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,639,513 | 7,398,976 | |
Preferred stock conversion rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1-for-1 | '400-for-1 | |
Proceeds from issuance of common stock, net of issuance costs | ' | ' | 39,636,000 | ' | 39,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Common Stock Transfer Restriction Period | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | |
Other non-current liability | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | 30,000,000 | 15,000,000 | 15,000,000 | ' | ' | |
Percentage of investment obligation that must be spent inside Russia | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | |
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 | ' | ' | ' | ' | ' | |
Additional paid-in capital | ' | 447,467,000 | 438,858,000 | [1] | ' | ' | ' | 4,900,000 | ' | ' | ' | ' | ' | ' |
Penalty payment derivative | ' | 239,000 | 138,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Accumulated deficit subject to restriction | ' | $6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Accumulated profits | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | Revised |
Schedule_of_Accumulated_Other_
Schedule of Accumulated Other Comprehensive Income, Net of Taxes (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
In Thousands, unless otherwise specified | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ' | ' | ' | |
Foreign currency translation adjustments | $11,802 | $11,761 | $11,660 | |
Unrealized gains/losses on available-for-sale securities | 3 | 68 | -307 | |
Defined benefit pension plan adjustment | -118 | ' | ' | |
Accumulated other comprehensive income, Net of tax | $11,687 | $11,829 | [1] | $11,353 |
[1] | Revised |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 28, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 28, 2011 | Dec. 31, 2013 | |
Stock Appreciation Rights (SARs) | Employee stock options | Employee stock options | Employee stock options | Stock Option and Restricted Stock Unit Activity | Stock Option and Restricted Stock Unit Activity | Stock Option and Restricted Stock Unit Activity | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Stock Appreciation Units (SARs) | Stock Appreciation Units (SARs) | Stock Appreciation Units (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Employee stock purchase plan | 2004 Stock Option Plan | 2010 Equity Incentive Plan | 2010 Equity Incentive Plan | 2010 Equity Incentive Plan | 2010 Equity Incentive Plan | 2010 Equity Incentive Plan | 2010 ESPP | 2010 ESPP | 2011 Inducement Award Plan | ||||
Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Nonqualified Stock Options | ||||||||||||||||||||||||
Minimum | ||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares available for future grant | 796,678 | 382,668 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 507,435 | ' | ' | ' | ' | 369,878 | ' | 317,472 |
Options to purchase shares, outstanding | 4,103,454 | 2,773,887 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 420,397 | 212,534 | ' | ' | ' | 1,517,048 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares outstanding | ' | ' | ' | 160,397 | ' | ' | ' | ' | ' | ' | 1,169,649 | 924,823 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,358,169 | ' | ' | ' | ' | ' | ' | 397,886 |
Exercise price, percentage of fair value of common stock on grant date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | 85.00% | ' | ' | 100.00% |
Options vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '4 years | ' | ' | ' | ' |
Awards expiration period from date of grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | '10 years |
Maximum aggregate number of shares of common stock that may be issued | 6,444,141 | ' | ' | ' | 6,069,781 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 369,878 | ' | 8,000,000 | 865,420 | ' | ' | ' | 600,000 | 342,568 | 750,000 |
Number of shares of common stock outstanding increase percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | 3.50% | ' | ' |
Offering period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' |
Issuance of common stock under employee stock purchase plan (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 487,856 | ' | ' |
Fair value of options vested | ' | ' | ' | ' | $1,100,000 | $2,100,000 | $1,000,000 | ' | ' | ' | ' | ' | ' | $100,000 | $300,000 | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of options exercised | ' | ' | ' | ' | 700,000 | 100,000 | 400,000 | ' | ' | ' | ' | ' | ' | 100,000 | 20,000 | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average fair value of options granted | ' | ' | ' | ' | $4.65 | $3.33 | $4.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized stock-based compensation expenses | ' | ' | ' | ' | 7,900,000 | ' | ' | ' | ' | ' | 5,500,000 | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining weighted-average period | ' | ' | ' | ' | '4 years 4 months 24 days | ' | ' | ' | ' | ' | '2 years | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | 688,740 | ' | ' | ' | ' | ' | 275,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option vesting terms | ' | ' | ' | ' | ' | ' | ' | 'These options will vest 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 recipients remain in continuous service with the Company through such period, or fully accelerate and vest in December 2019. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of days for stock price to be traded above mentioned price | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum closing stock price | ' | ' | ' | ' | ' | ' | ' | $15 | ' | ' | ' | ' | ' | ' | ' | ' | $15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average fair value granted | ' | ' | ' | ' | ' | ' | ' | ' | $4.11 | $5.97 | $6.96 | $5.27 | ' | ' | ' | ' | ' | ' | $4.64 | $5.17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated share based compensation expense | 5,736,000 | 4,777,000 | 3,108,000 | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of options vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,100,000 | 1,100,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of units exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,900,000 | 800,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted | ' | ' | ' | ' | ' | ' | ' | ' | $4.11 | $5.97 | $6.96 | $5.27 | ' | ' | ' | ' | ' | ' | $4.64 | $5.17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock withheld shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68,390 | 28,229 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remitted cash to appropriate tax authorities | 565,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liability for settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized stock based compensation expense | ' | ' | ' | ' | $7,900,000 | ' | ' | ' | ' | ' | $5,500,000 | ' | ' | $900,000 | ' | ' | ' | ' | ' | ' | $700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance-based stock appreciation units | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | 688,740 | ' | ' | ' | ' | ' | 275,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated_Fair_Value_of_Certai
Estimated Fair Value of Certain Stock-Based Awards Using Black-Scholes-Merton Valuation Model (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Employee stock options | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Weighted-average expected term (years) | '6 years 5 months 27 days | '6 years 9 months 7 days | '6 years 8 months 9 days |
Weighted-average volatility | 74.00% | 72.00% | 71.00% |
Risk-free interest rate Minimum | 1.08% | 0.99% | 1.62% |
Risk-free interest rate Maximum | 1.86% | 2.70% | 2.92% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Stock Appreciation Units (SARs) | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Weighted-average expected term (years) | '1 year 10 months 24 days | '2 years 10 months 17 days | '3 years 10 months 28 days |
Weighted-average volatility | 58.00% | 68.00% | 74.00% |
Risk-free interest rate Minimum | 0.10% | 0.21% | 0.36% |
Risk-free interest rate Maximum | 0.63% | 0.63% | 2.42% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Employee stock purchase plan | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Weighted-average expected term (years) | '8 months 23 days | '9 months | '8 months 16 days |
Weighted-average volatility | 48.00% | 60.00% | 68.00% |
Risk-free interest rate Minimum | 0.09% | 0.04% | 0.04% |
Risk-free interest rate Maximum | 0.16% | 0.16% | 0.23% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Summary_of_StockBased_Compensa
Summary of Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' |
Allocated share based compensation expense | $5,736 | $4,777 | $3,108 |
Cost of Goods Sold | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' |
Allocated share based compensation expense | 924 | 800 | 503 |
Research and Development Expense | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' |
Allocated share based compensation expense | 2,060 | 1,744 | 1,033 |
Selling and Marketing Expense | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' |
Allocated share based compensation expense | 1,167 | 934 | 647 |
General and Administrative Expense | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' |
Allocated share based compensation expense | $1,585 | $1,299 | $925 |
Summary_of_Stock_Option_and_Re
Summary of Stock Option and Restricted Stock Unit Activity (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Shares Available for Grant | ' | ' |
Beginning Balance | 382,668 | ' |
Authorized for issuance | 2,569,115 | ' |
Granted | -2,420,870 | ' |
Forfeited | 265,765 | ' |
Ending Balance | 796,678 | ' |
Number of Shares | ' | ' |
Beginning Balance | 2,773,887 | ' |
Granted | 1,732,130 | ' |
Exercised/Converted | -260,604 | ' |
Forfeited | -141,959 | ' |
Ending Balance | 4,103,454 | ' |
Weighted Average Exercise Price | ' | ' |
Beginning Balance | $5.87 | ' |
Granted | $5.92 | ' |
Exercised/Converted | $4.65 | ' |
Forfeited | $7.35 | ' |
Ending Balance | $5.92 | ' |
Restricted Stock Units | ' | ' |
Number of Units | ' | ' |
Beginning Balance | 924,823 | ' |
Granted | 688,740 | ' |
Exercised/Converted | -345,359 | ' |
Forfeited | -98,555 | ' |
Ending Balance | 1,169,649 | 924,823 |
Weighted Average Grant Date Fair Value | ' | ' |
Beginning Balance | $5.84 | ' |
Granted | $6.96 | $5.27 |
Exercised/Converted | $8.26 | ' |
Forfeited | $6.13 | ' |
Ending Balance | $6.42 | $5.84 |
Summary_of_Information_about_S
Summary of Information about Stock Options Outstanding (Detail) (USD $) | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 |
Number of Shares | ' |
Vested and expected to vest | 3,729,782 |
Exercisable | 1,935,519 |
Weighted Average Exercise Price | ' |
Vested and expected to vest | $5.94 |
Exercisable | $5.88 |
Weighted Average Remaining Contractual Term (Years) | ' |
Vested and expected to vest | '6 years 8 months 5 days |
Exercisable | '4 years 11 months 5 days |
Aggregate Intrinsic Value (in Thousands) | ' |
Vested and expected to vest | $5,824 |
Exercisable | $3,618 |
Summary_of_Information_about_R
Summary of Information about Restricted Stock Units Outstanding (Detail) (Restricted Stock Units, USD $) | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 |
Restricted Stock Units | ' |
Number of Shares | ' |
Vested and expected to vest | 1,102,383 |
Weighted Average Grant Date Fair Value | ' |
Vested and expected to vest | $6.42 |
Weighted Average Remaining Contractual Term (Years) | ' |
Vested and expected to vest | '1 year 3 months |
Aggregate Intrinsic Value | ' |
Vested and expected to vest | $7,783 |
Summary_of_Companys_Stock_Appr
Summary of Company's Stock Appreciation Unit Activity (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Number of Units | ' |
Beginning Balance | 2,773,887 |
Granted | 1,732,130 |
Exercised/Converted | -260,604 |
Forfeited | -141,959 |
Ending Balance | 4,103,454 |
Weighted-Average Exercise Price | ' |
Beginning Balance | $5.87 |
Granted | $5.92 |
Exercised/Converted | $4.65 |
Forfeited | $7.35 |
Ending Balance | $5.92 |
Stock Appreciation Rights (SARs) | ' |
Number of Units | ' |
Beginning Balance | 212,534 |
Granted | 275,000 |
Exercised/Converted | -29,263 |
Forfeited | -37,874 |
Ending Balance | 420,397 |
Weighted-Average Exercise Price | ' |
Beginning Balance | $7.07 |
Granted | $5.40 |
Exercised/Converted | $4.36 |
Forfeited | $7.45 |
Ending Balance | $6.13 |
Income_Loss_before_Income_Taxe
Income (Loss) before Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule Of Income Loss Before Income Taxes [Line Items] | ' | ' | ' |
U.S. operations | ($39,618) | ($25,599) | ($20,712) |
Non-U.S. operations | 6,483 | 9,291 | 6,477 |
Loss before income taxes | ($33,135) | ($16,308) | ($14,235) |
Components_of_Provision_for_In
Components of Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current | ' | ' | ' |
Federal | $7 | ($103) | ($257) |
State | -11 | ' | ' |
Foreign | -1,658 | -1,119 | -1,350 |
Provision for income tax, current | -1,662 | -1,222 | -1,607 |
Deferred | ' | ' | ' |
Federal | ' | ' | ' |
State | ' | ' | ' |
Foreign | 458 | -142 | 452 |
Total provision for income taxes from continuing operations | -1,204 | -1,364 | -1,155 |
Benefit from (provision for) income taxes | ' | -114 | 318 |
Total provision | ($1,204) | ($1,478) | ($837) |
Difference_in_Provision_for_In
Difference in Provision for Income Taxes from Amount Obtained by Applying U.S. Federal Statutory Rate (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes Reconciliation [Line Items] | ' | ' | ' |
Federal statutory rate | 35.00% | 34.00% | 34.00% |
Tax at federal statutory rate | $11,597 | $5,599 | $4,840 |
State taxes, net of federal benefit | 1,058 | 967 | 397 |
Nondeductible expenses | -260 | 96 | 138 |
Stock-based compensation | -385 | -529 | -511 |
Change in valuation allowance | -13,042 | -7,308 | -811 |
Research and development | 1,077 | ' | 485 |
Foreign rate differences | -2,129 | -656 | 3,555 |
Earn out adjustment not taxable | -359 | 132 | 438 |
Foreign income inclusion | ' | ' | -5,140 |
Change in prior year deferred balances | 1,756 | 826 | ' |
Acquisition-related costs | -391 | -491 | -4,585 |
Other | -126 | ' | 39 |
Total provision for income taxes from continuing operations | ($1,204) | ($1,364) | ($1,155) |
Components_of_Deferred_Income_
Components of Deferred Income Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Deferred Tax Assets | ' | ' | |
Net operating loss carryforwards | $79,944 | $69,969 | |
Federal and state credits | 9,357 | 7,747 | |
Reserves, accruals and other | 6,091 | 5,498 | |
Fixed assets and intangibles | 3,874 | 902 | |
Total deferred tax assets | 99,266 | 84,116 | |
Valuation allowance | -91,045 | -78,003 | |
Total deferred tax assets, net of valuation allowance | 8,221 | 6,113 | |
Deferred tax liabilities | ' | ' | |
Acquired intangibles | -6,910 | -5,362 | |
Net deferred tax assets | 1,311 | 751 | |
Reported as: | ' | ' | |
Current deferred tax assets, included within prepaid expenses and other current assets | 2,315 | 1,333 | |
Long-term deferred tax assets, included within other long-term assets | ' | 71 | |
Deferred income tax liabilities | -1,004 | -653 | [1] |
Net deferred tax assets | $1,311 | $751 | |
[1] | Revised |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Income Taxes [Line Items] | ' | ' | ' | ' |
Increase in net valuation allowance | $13,000,000 | $6,500,000 | $15,100,000 | ' |
Undistributed earnings of foreign subsidiaries | 26,200,000 | ' | ' | ' |
Federal statutory rate | 35.00% | 34.00% | 34.00% | ' |
Gross unrecognized tax benefits | 16,452,000 | 11,993,000 | 9,214,000 | 5,101,000 |
Unrecognized tax benefits affecting effective tax rate if recognized | 200,000 | ' | ' | ' |
Open tax year | '2008 | ' | ' | ' |
Federal | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | 238,000,000 | ' | ' | ' |
Research credit | 5,100,000 | ' | ' | ' |
Net operating loss carryforwards, expiration date | 31-Dec-18 | ' | ' | ' |
Federal tax credit expiration date | 31-Dec-18 | ' | ' | ' |
State | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | 155,600,000 | ' | ' | ' |
Research credit | 11,200,000 | ' | ' | ' |
Net operating loss carryforwards, expiration date | 31-Dec-14 | ' | ' | ' |
Foreign Country | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Benefits realized from reduced tax rate | $200,000 | $900,000 | $500,000 | ' |
Benefits realized from reduced tax rate, per share | $0.01 | $0.03 | $0.02 | ' |
Subsidiaries | Foreign Country | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Federal statutory rate | 25.00% | ' | ' | ' |
Effective income tax rate | 15.00% | ' | ' | ' |
Reconciliation_of_Beginning_an
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Contingency [Line Items] | ' | ' | ' |
Beginning Balance | $11,993 | $9,214 | $5,101 |
Gross increases for tax positions of prior years | 155 | 70 | 119 |
Releases for tax positions of prior years | ' | -26 | ' |
Gross increases for tax positions of current year | 4,361 | 2,735 | 3,994 |
Reductions resulting from lapse of applicable statute of limitations | -57 | ' | ' |
Ending Balance | $16,452 | $11,993 | $9,214 |
Segment_and_Geographic_Informa2
Segment and Geographic Information (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of reportable segments | 1 |
Revenue_and_LongLived_Assets_B
Revenue and Long-Lived Assets By Geographical Region (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue | $74,375 | $76,814 | $74,990 | $56,063 | $62,023 | $66,152 | $63,025 | $54,223 | $282,242 | $245,423 | $201,029 | ||
Property, plant and equipment, net | 68,851 | ' | ' | ' | 54,440 | [1] | ' | ' | ' | 68,851 | 54,440 | [1] | ' |
China | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 122,387 | 121,236 | 129,390 | ||
Property, plant and equipment, net | 32,993 | ' | ' | ' | 31,922 | ' | ' | ' | 32,993 | 31,922 | ' | ||
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 45,036 | 66,007 | 31,180 | ||
Property, plant and equipment, net | 20,150 | ' | ' | ' | 21,706 | ' | ' | ' | 20,150 | 21,706 | ' | ||
Japan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 25,451 | 14,771 | 15,085 | ||
Property, plant and equipment, net | 15,690 | ' | ' | ' | 812 | ' | ' | ' | 15,690 | 812 | ' | ||
Rest of World | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 89,368 | 43,409 | 25,374 | ||
Property, plant and equipment, net | $18 | ' | ' | ' | ' | ' | ' | ' | $18 | ' | ' | ||
[1] | Revised |
Summary_of_Quarterly_Financial
Summary of Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenues | $74,375 | $76,814 | $74,990 | $56,063 | $62,023 | $66,152 | $63,025 | $54,223 | $282,242 | $245,423 | $201,029 |
Gross profit | 19,636 | 18,179 | 15,601 | 11,757 | 14,050 | 20,616 | 15,188 | 11,406 | 65,173 | 61,260 | 50,085 |
Net loss | -4,452 | -9,363 | -8,284 | -12,240 | -2,989 | 723 | -3,656 | -11,608 | -34,339 | -17,530 | -14,754 |
Net income (loss) | ($0.14) | ($0.30) | ($0.27) | ($0.40) | ($0.10) | $0.02 | ($0.13) | ($0.46) | ($1.11) | ($0.62) | ($1.42) |
Weighted averages shares used to compute basic and diluted net loss per share | 31,450,916 | 31,184,958 | 30,779,730 | 30,574,032 | ' | ' | ' | ' | 31,000,325 | 28,529,849 | 22,359,802 |
Income ( loss) from continuing operations | ' | ' | ' | ' | -2,961 | 723 | -3,656 | -11,778 | -34,339 | -17,672 | -15,390 |
Income from discontinued operations | ' | ' | ' | ' | ($28) | ' | ' | $170 | ' | $142 | $636 |
Continuing operations | ' | ' | ' | ' | ($0.10) | $0.02 | ($0.13) | ($0.47) | ($1.11) | ($0.62) | ($1.45) |
Discontinued operations | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | $0.03 |
Weighted averages shares used to compute basic net income (loss) per share | ' | ' | ' | ' | 30,414,735 | 30,215,144 | 28,402,929 | 24,870,684 | ' | ' | ' |
Weighted averages shares used to compute diluted net income (loss) per share | ' | ' | ' | ' | 30,414,735 | 30,611,304 | 28,402,929 | 24,870,684 | ' | ' | ' |