Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 31, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'NPTN | ' |
Entity Registrant Name | 'NEOPHOTONICS CORP | ' |
Entity Central Index Key | '0001227025 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 32,551,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $28,043 | $57,101 |
Short-term investments | ' | 17,916 |
Restricted cash and investments | 12,386 | 2,138 |
Accounts receivable, net of allowance for doubtful accounts | 79,248 | 64,533 |
Inventories | 63,992 | 64,908 |
Prepaid expenses and other current assets | 13,815 | 9,977 |
Total current assets | 197,484 | 216,573 |
Property, plant and equipment, net | 66,038 | 68,851 |
Restricted cash and investments, non-current | 14,000 | ' |
Purchased intangible assets, net | 12,956 | 15,005 |
Other long-term assets | 1,913 | 1,798 |
Total assets | 292,391 | 302,227 |
Current liabilities: | ' | ' |
Accounts payable | 54,347 | 48,569 |
Notes payable and short-term borrowing | 20,086 | 9,738 |
Current portion of long-term debt | 10,465 | 10,325 |
Accrued and other current liabilities | 18,336 | 23,643 |
Total current liabilities | 103,234 | 92,275 |
Long-term debt, net of current portion | 17,465 | 24,150 |
Deferred income tax liabilities | 1,221 | 1,004 |
Other noncurrent liabilities | 8,121 | 7,987 |
Total liabilities | 130,041 | 125,416 |
Commitments and contingencies (Note 10) | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock, $0.0025 par value At June 30, 2014 and December 31, 2013: 10,000 shares authorized, no shares issued or outstanding | ' | ' |
Common stock, $0.0025 par value At June 30, 2014: 100,000 shares authorized, 32,151 shares issued and outstanding; At December 31, 2013: 100,000 shares authorized, 31,572 shares issued and outstanding | 81 | 79 |
Additional paid-in capital | 453,087 | 447,467 |
Accumulated other comprehensive income | 10,971 | 11,687 |
Accumulated deficit | -301,789 | -282,422 |
Total stockholders’ equity | 162,350 | 176,811 |
Total liabilities and stockholders’ equity | $292,391 | $302,227 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000 | 10,000 |
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 | 100,000 |
Common stock, shares issued | 32,151 | 31,572 |
Common stock, shares outstanding | 32,151 | 31,572 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenue | $77,451 | $74,990 | $145,619 | $131,053 |
Cost of goods sold | 62,883 | 59,389 | 117,251 | 103,695 |
Gross profit | 14,568 | 15,601 | 28,368 | 27,358 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 12,085 | 11,087 | 24,141 | 20,794 |
Sales and marketing | 3,571 | 3,349 | 6,982 | 6,935 |
General and administrative | 8,193 | 7,889 | 17,180 | 13,273 |
Amortization of purchased intangible assets | 379 | 426 | 758 | 747 |
Escrow settlement gain | -3,886 | ' | -3,886 | ' |
Acquisition-related transaction costs | ' | 681 | ' | 5,191 |
Total operating expenses | 20,342 | 23,432 | 45,175 | 46,940 |
Loss from operations | -5,774 | -7,831 | -16,807 | -19,582 |
Interest income | 38 | 72 | 103 | 203 |
Interest expense | -311 | -342 | -562 | -505 |
Other expense, net | -635 | -273 | -1,242 | -547 |
Total interest and other expense, net | -908 | -543 | -1,701 | -849 |
Loss before income taxes | -6,682 | -8,374 | -18,508 | -20,431 |
(Provision for) benefit from income taxes | -97 | 90 | -859 | -93 |
Net loss | ($6,779) | ($8,284) | ($19,367) | ($20,524) |
Basic and diluted net loss per share | ($0.21) | ($0.27) | ($0.61) | ($0.67) |
Basic and diluted weighted average shares used to compute net loss per share | 31,790 | 30,780 | 31,701 | 30,677 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net loss | ($6,779) | ($8,284) | ($19,367) | ($20,524) |
Foreign currency translation adjustments, net of tax of zero | 762 | 689 | -837 | 861 |
Defined benefit pension plans adjustment, net of tax of $73 | ' | ' | 118 | ' |
Unrealized (losses) gains on investments, net of tax of zero | ' | -35 | 3 | -54 |
Comprehensive loss | ($6,017) | ($7,630) | ($20,083) | ($19,717) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Foreign currency translation adjustments, tax | $0 | $0 | $0 | $0 |
Defined benefit pension plans adjustment, tax | ' | ' | 73 | ' |
Unrealized (losses) gains on investments, tax | $0 | $0 | $0 | $0 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities | ' | ' |
Net loss | ($19,367) | ($20,524) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 11,461 | 9,512 |
Stock-based compensation expense | 3,624 | 2,675 |
Deferred taxes | 77 | -6 |
Investment-related amortization and accrued interest | 195 | 669 |
Loss on disposal of property and equipment | 133 | 109 |
Allowance for doubtful accounts | 13 | -144 |
Write-down of inventories | 1,595 | 849 |
Other, net | 191 | 356 |
Change in assets and liabilities, net of effects of acquisitions: | ' | ' |
Accounts receivable | -15,298 | -1,766 |
Inventories | -1,517 | -1,577 |
Prepaid expenses and other assets | -3,785 | 47 |
Accounts payable | 5,825 | 2,308 |
Acquisition-related transaction costs | ' | 3,282 |
Accrued and other liabilities | -3,454 | 104 |
Net cash used in operating activities | -20,307 | -4,106 |
Cash flows from investing activities | ' | ' |
Purchase of property, plant and equipment | -5,907 | -10,453 |
Purchase of marketable securities | -9,653 | -48,771 |
Proceeds from sale of marketable securities | 9,634 | 35,247 |
Proceeds from maturity of securities | 9,448 | 40,255 |
(Increase) decrease in restricted cash | -16,018 | 859 |
Acquisition, net of notes payable | ' | -14,979 |
Net cash (used in) provided by investing activities | -12,496 | 2,158 |
Cash flows from financing activities | ' | ' |
Proceeds from exercise of stock options | 739 | 652 |
Proceeds from issuance of stock under ESPP | 1,247 | 1,162 |
Tax withholding on restricted stock units | -86 | -80 |
Payment of acquisition-related contingent consideration | -1,985 | ' |
Proceeds from bank loans | 8,098 | 26,443 |
Repayment of bank loans | -6,918 | -22,360 |
Proceeds from issuance of notes payable | 12,319 | 9,471 |
Repayment of notes payable | -9,787 | -12,661 |
Net cash provided by financing activities | 3,627 | 2,627 |
Effect of exchange rates on cash and cash equivalents | 118 | -61 |
Net (decrease) increase in cash and cash equivalents | -29,058 | 618 |
Cash and cash equivalents at the beginning of the period | 57,101 | 36,940 |
Cash and cash equivalents at the end of the period | 28,043 | 37,558 |
Supplemental disclosure of noncash investing and financing activities: | ' | ' |
Transfer of short-term investments to restricted investments | 8,296 | ' |
Changes in accounts payable and accrued liabilities related to property, plant and equipment | 776 | -743 |
Issuance of notes to the seller of acquired business | ' | $11,130 |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation and Significant Accounting Policies | ' |
Note 1. Basis of presentation and significant accounting policies | |
Basis of Presentation and Consolidation | |
The condensed consolidated financial statements of NeoPhotonics Corporation (“NeoPhotonics” or the “Company”) as of June 30, 2014 and December 31, 2013 and for the three and six months ended June 30, 2014 and 2013, have been prepared in accordance with the instructions on Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In accordance with those rules and regulations, the Company has omitted certain information and notes normally provided in the Company’s annual consolidated financial statements. In the opinion of management, the condensed consolidated financial statements contain all adjustments, consisting only of normal recurring items, except as otherwise noted, necessary for the fair presentation of the Company’s financial position and results of operations for the interim periods. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”). These condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results expected for the entire fiscal year. All significant intercompany accounts and transactions have been eliminated. | |
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. | |
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, warranty reserves and recognition of stock-based compensation, among others. Actual results could differ from these estimates. | |
Summary of Significant Accounting Policies | |
There have been no changes in the Company’s significant accounting policies for the three and six months ended June 30, 2014, as compared to the significant accounting policies described in its Annual Report on Form 10-K for the year ended December 31, 2013. | |
Recent Accounting Pronouncements | |
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (“ASU 2014-11”). The standard (1) requires companies to account for repurchase-to-maturity transactions as secured borrowings, (2) requires separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, resulting in secured borrowing accounting for repurchase financing transactions, and (3) expands disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers (specifically, repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions) accounted for as secured borrowings. ASU 2014-11 is effective for the interim and annual reporting periods beginning after December 15, 2014. Early adoption is not permitted for public entities. The Company is in the process of evaluating the impact of 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. | |
In April 2014, the FASB issued 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 adoption on its consolidated financial statements. | |
In July 2013, the FASB issued amendments to the FASB Accounting Standard Codification on Income Taxes, to improve the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is expected to reduce diversity in practice and is expected to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exists. This guidance is effective for reporting periods beginning after December 15, 2013. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. |
Net_Loss_per_Share
Net Loss per Share | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Net Loss per Share | ' | |||||||||||||||
Note 2. Net loss per share | ||||||||||||||||
The following table sets forth the computation of the basic and diluted net loss per share for the periods indicated (in thousands, except per share amounts): | ||||||||||||||||
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | ||||||||||||||||
Net loss | $ | (6,779 | ) | $ | (8,284 | ) | $ | (19,367 | ) | $ | (20,524 | ) | ||||
Denominator: | ||||||||||||||||
Weighted average shares used to compute basic and diluted net loss per share | 31,790 | 30,780 | 31,701 | 30,677 | ||||||||||||
Basic and diluted net loss per share | $ | (0.21 | ) | $ | (0.27 | ) | $ | (0.61 | ) | $ | (0.67 | ) | ||||
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, as their effect would have been antidilutive. The shares potentially issuable for each of these outstanding awards at June 30, 2014 and 2013 were as follows (in thousands): | ||||||||||||||||
June 30, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Employee stock options | 3,850 | 3,780 | ||||||||||||||
Restricted stock units | 1,113 | 853 | ||||||||||||||
Employee stock purchase plan | 255 | 245 | ||||||||||||||
Common stock warrants | 4 | 4 | ||||||||||||||
5,222 | 4,882 | |||||||||||||||
Cash_Cash_Equivalents_ShortTer
Cash, Cash Equivalents, Short-Term Investments, and Restricted Cash and Investments | 6 Months Ended | |||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||
Cash, Cash Equivalents, Short-Term Investments, and Restricted Cash and Investments | ' | |||||||||||||||||||||||||||||||
Note 3. Cash, cash equivalents, short-term investments, and restricted cash and investments | ||||||||||||||||||||||||||||||||
The following table summarizes the Company’s cash, cash equivalents, short-term investments, and restricted cash and investments at June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||||||||||||||||||
June 30, | December 31, | |||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||||||||||||||||||
Cash | $ | 27,946 | $ | 50,550 | ||||||||||||||||||||||||||||
Cash equivalents | 97 | 6,551 | ||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 28,043 | $ | 57,101 | ||||||||||||||||||||||||||||
Short-term investments | $ | — | $ | 17,916 | ||||||||||||||||||||||||||||
Restricted cash and investments: | ||||||||||||||||||||||||||||||||
Restricted cash and investments | $ | 12,386 | $ | 2,138 | ||||||||||||||||||||||||||||
Restricted cash and investments, non-current | 14,000 | — | ||||||||||||||||||||||||||||||
Total restricted cash and investments | $ | 26,386 | $ | 2,138 | ||||||||||||||||||||||||||||
The Company classifies cash equivalents and investments in marketable securities as restricted cash and investments on its condensed consolidated balance sheets, respectively, for compensating balance requirements related to (i) its term loan facility with Comerica Bank in the U.S. and (ii) the notes payable issued to its suppliers in China and to its subsidiary in China in exchange for accounts payable (see Note 8). | ||||||||||||||||||||||||||||||||
The following table summarizes the Company’s unrealized gains and losses related to its cash equivalents, restricted cash and investments in marketable securities designated as available-for-sale (in thousands): | ||||||||||||||||||||||||||||||||
As of June 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Fair | Amortized | Gross | Gross | Fair | |||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Value | Cost | Unrealized | Unrealized | Value | |||||||||||||||||||||||||
Gains | Losses | Gains | Losses | |||||||||||||||||||||||||||||
Cash equivalents: | ||||||||||||||||||||||||||||||||
Money market funds | $ | 97 | $ | — | $ | — | $ | 97 | $ | 11 | $ | — | $ | — | $ | 11 | ||||||||||||||||
Time deposits | — | — | — | — | 6,540 | — | — | 6,540 | ||||||||||||||||||||||||
Total | 97 | — | — | 97 | 6,551 | — | — | 6,551 | ||||||||||||||||||||||||
Short-term investments and restricted cash and investments: | ||||||||||||||||||||||||||||||||
Money market funds | 17,290 | — | — | 17,290 | 4,577 | — | — | 4,577 | ||||||||||||||||||||||||
Corporate bonds | 2,004 | 6 | — | 2,010 | 6,708 | 3 | (5 | ) | 6,706 | |||||||||||||||||||||||
Foreign bonds and notes | — | — | — | — | 4,827 | 5 | — | 4,832 | ||||||||||||||||||||||||
Variable rate demand notes | 1,700 | — | — | 1,700 | 1,801 | — | — | 1,801 | ||||||||||||||||||||||||
Total | 20,994 | 6 | — | 21,000 | 17,913 | 8 | (5 | ) | 17,916 | |||||||||||||||||||||||
Total marketable securities | $ | 21,091 | $ | 6 | $ | — | $ | 21,097 | $ | 24,464 | $ | 8 | $ | (5 | ) | $ | 24,467 | |||||||||||||||
The following is based on the maturity dates of the underlying marketable securities (in thousands): | ||||||||||||||||||||||||||||||||
June 30, | December 31, | |||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||
Less than 1 year | $ | 17,387 | $ | 20,658 | ||||||||||||||||||||||||||||
Due in 1 to 2 years | 2,010 | 2,008 | ||||||||||||||||||||||||||||||
Due in 2 to 5 years | — | — | ||||||||||||||||||||||||||||||
Due after 5 years | 1,700 | 1,801 | ||||||||||||||||||||||||||||||
Total | $ | 21,097 | $ | 24,467 | ||||||||||||||||||||||||||||
Realized gains and losses on the sale of marketable securities during the three and six months ended June 30, 2014 and 2013 were immaterial. The Company did not recognize any impairment losses on its marketable securities during the three and six months ended June 30, 2014 or 2013. As of June 30, 2014, the Company did not have any investments in marketable securities that were in an unrealized loss position for a period in excess of 12 months. |
Fair_Value_Disclosures
Fair Value Disclosures | 6 Months Ended | |||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures | ' | |||||||||||||||||||||||||||||||
Note 4. Fair value disclosures | ||||||||||||||||||||||||||||||||
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 June 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Cash, cash equivalents, restricted cash and investments | ||||||||||||||||||||||||||||||||
Money market funds | $ | 17,387 | $ | — | $ | — | $ | 17,387 | $ | 4,588 | $ | — | $ | — | $ | 4,588 | ||||||||||||||||
Time deposits | — | — | — | — | — | 6,540 | — | 6,540 | ||||||||||||||||||||||||
Corporate bonds | — | 2,010 | — | 2,010 | — | 6,706 | — | 6,706 | ||||||||||||||||||||||||
U.S. federal agencies | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Foreign bonds and notes | — | — | — | — | — | 4,832 | — | 4,832 | ||||||||||||||||||||||||
Variable rate demand notes | — | 1,700 | — | 1,700 | — | 1,801 | — | 1,801 | ||||||||||||||||||||||||
Total | $ | 17,387 | $ | 3,710 | $ | — | $ | 21,097 | $ | 4,588 | $ | 19,879 | $ | — | $ | 24,467 | ||||||||||||||||
Mutual funds held in Rabbi Trust | $ | 483 | $ | — | $ | — | $ | 483 | $ | 442 | $ | — | $ | — | $ | 442 | ||||||||||||||||
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 June 30, 2014. 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 condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013. | ||||||||||||||||||||||||||||||||
The following table presents the Company's liabilities that are measured at fair value on a recurring basis (in thousands): | ||||||||||||||||||||||||||||||||
As of June 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Contingent consideration (Note 10) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 1,985 | $ | 1,985 | ||||||||||||||||
Penalty payment derivative (Note 10) | $ | — | $ | — | $ | 425 | $ | 425 | $ | — | $ | — | $ | 239 | $ | 239 | ||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||||||||||||||||||||
There were no assets or liabilities measured at fair value on a nonrecurring basis as of June 30, 2014 or December 31, 2013. | ||||||||||||||||||||||||||||||||
Assets and Liabilities Not Measured at Fair Value | ||||||||||||||||||||||||||||||||
The carrying values of cash and cash equivalents, 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 and acquisition-related debt was not materially different than its carrying value as of June 30, 2014 and December 31, 2013 as the interest rates approximated rates currently available to the Company. |
Business_Combination
Business Combination | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Business Combination | ' | |||
Note 5. Business combination | ||||
On March 29, 2013 (the “closing date”) the Company acquired certain assets and assumed certain liabilities related to the 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. | ||||
Total consideration for NeoPhotonics Semiconductor was $24.3 million, including cash of $15.0 million paid through June 30, 2013 and notes payable of $11.1 million (see Note 8), partially offset by a net receivable from Lapis of $1.9 million that was received subsequent to June 30, 2013. The cash paid includes $2.0 million that was withheld and placed into escrow to cover certain indemnity obligations. | ||||
In connection with the acquisition, the Company incurred approximately $5.2 million in acquisition-related transaction costs during the six months ended June 30, 2013 related to investment banking, legal, accounting and other professional services and transfer taxes related to real property acquired. The acquisition costs were expensed as incurred and were included in operating expenses in the Company’s condensed consolidated statement of operations. | ||||
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 following unaudited supplemental pro forma information presents the combined results of operations of NeoPhotonics Corporation and NeoPhotonics Semiconductor for the six months ended June 30, 2013 as though the companies had been combined as of the beginning of the period presented. The pro forma financial information includes elimination of $5.2 million of transaction costs and $1.9 million of revenue and $1.8 million of costs related to sales from NeoPhotonics Semiconductor to the Company. | ||||
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): | ||||
Six Months Ended | ||||
30-Jun-13 | ||||
Revenue | $ | 143,744 | ||
Net loss | $ | (10,796 | ) | |
Basic and diluted net loss per share | $ | (0.35 | ) | |
Balance_Sheet_Components
Balance Sheet Components | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Balance Sheet Components | ' | |||||||||||||||||||||||
Note 6. Balance sheet components | ||||||||||||||||||||||||
Restricted cash and investments | ||||||||||||||||||||||||
Restricted cash and investments consist of the following (See Note 8) (in thousands): | ||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Restricted in connection with notes payable | $ | 5,386 | $ | 2,138 | ||||||||||||||||||||
Restricted in connection with Comerica Bank term loan | 21,000 | — | ||||||||||||||||||||||
Total restricted cash and investments | $ | 26,386 | $ | 2,138 | ||||||||||||||||||||
Reported as: | ||||||||||||||||||||||||
Restricted cash and investments | $ | 12,386 | $ | 2,138 | ||||||||||||||||||||
Restricted cash and investments, non-current | 14,000 | — | ||||||||||||||||||||||
Total restricted cash and investments | $ | 26,386 | $ | 2,138 | ||||||||||||||||||||
Accounts receivable, net | ||||||||||||||||||||||||
Accounts receivable, net consists of the following (in thousands): | ||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Accounts receivable | $ | 73,496 | $ | 57,010 | ||||||||||||||||||||
Trade notes receivable | 6,264 | 8,054 | ||||||||||||||||||||||
Allowance for doubtful accounts | (512 | ) | (531 | ) | ||||||||||||||||||||
Total | $ | 79,248 | $ | 64,533 | ||||||||||||||||||||
Inventories | ||||||||||||||||||||||||
Inventories consist of the following (in thousands): | ||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Raw materials | $ | 28,538 | $ | 26,379 | ||||||||||||||||||||
Work in process | 14,305 | 14,341 | ||||||||||||||||||||||
Finished goods (1) | 21,149 | 24,188 | ||||||||||||||||||||||
Total | $ | 63,992 | $ | 64,908 | ||||||||||||||||||||
(1) Finished goods inventory at customer vendor managed inventory locations was $8.2 million and $5.4 million as of June 30, 2014 and December 31, 2013, respectively. | ||||||||||||||||||||||||
Purchased intangible assets | ||||||||||||||||||||||||
Purchased intangible assets consist of the following (in thousands): | ||||||||||||||||||||||||
30-Jun-14 | December 31, 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Assets | Amortization | Assets | Assets | Amortization | Assets | |||||||||||||||||||
Technology and patents | $ | 34,290 | $ | (27,061 | ) | $ | 7,229 | $ | 34,524 | $ | (25,931 | ) | $ | 8,593 | ||||||||||
Customer relationships | 14,980 | (10,351 | ) | 4,629 | 15,004 | (9,732 | ) | 5,272 | ||||||||||||||||
Leasehold interest | 1,373 | (275 | ) | 1,098 | 1,406 | (266 | ) | 1,140 | ||||||||||||||||
Non-compete agreements | 950 | (950 | ) | — | 950 | (950 | ) | — | ||||||||||||||||
$ | 51,593 | $ | (38,637 | ) | $ | 12,956 | $ | 51,884 | $ | (36,879 | ) | $ | 15,005 | |||||||||||
Amortization expense relating to technology and patents and the leasehold interest intangible assets is included within cost of goods sold, and customer relationships within operating expenses. The following table presents details of the amortization expense of the Company’s purchased intangible assets as reported in the condensed consolidated statements of operations (in thousands): | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Cost of goods sold | $ | 714 | $ | 772 | $ | 1,428 | $ | 1,200 | ||||||||||||||||
Operating expenses | 379 | 426 | 758 | 747 | ||||||||||||||||||||
Total | $ | 1,093 | $ | 1,198 | $ | 2,186 | $ | 1,947 | ||||||||||||||||
The estimated future amortization expense of purchased intangible assets as of June 30, 2014, is as follows (in thousands): | ||||||||||||||||||||||||
2014 (remaining six months) | $ | 2,194 | ||||||||||||||||||||||
2015 | 4,445 | |||||||||||||||||||||||
2016 | 3,701 | |||||||||||||||||||||||
2017 | 823 | |||||||||||||||||||||||
2018 | 602 | |||||||||||||||||||||||
Thereafter | 1,191 | |||||||||||||||||||||||
$ | 12,956 | |||||||||||||||||||||||
Accrued and other current liabilities | ||||||||||||||||||||||||
Accrued and other current liabilities consist of the following (in thousands): | ||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Employee-related accrued expenses | $ | 10,047 | $ | 12,297 | ||||||||||||||||||||
Other accrued expenses | 7,864 | 11,346 | ||||||||||||||||||||||
Penalty payment derivative | 425 | — | ||||||||||||||||||||||
$ | 18,336 | $ | 23,643 | |||||||||||||||||||||
Warranty Accrual | ||||||||||||||||||||||||
The table below summarizes the movement in the warranty accrual, which is included in accrued and other current liabilities (in thousands): | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Beginning balance | $ | 1,669 | $ | 1,184 | $ | 1,737 | $ | 1,072 | ||||||||||||||||
Warranty accruals | 242 | 408 | 531 | 434 | ||||||||||||||||||||
Settlements and adjustments | (100 | ) | (131 | ) | (457 | ) | (45 | ) | ||||||||||||||||
Ending balance | $ | 1,811 | $ | 1,461 | $ | 1,811 | $ | 1,461 | ||||||||||||||||
Other noncurrent liabilities | ||||||||||||||||||||||||
Other noncurrent liabilities consist of the following (in thousands): | ||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Pension and other employee-related accrued expenses | $ | 6,149 | $ | 6,206 | ||||||||||||||||||||
Penalty payment derivative | — | 239 | ||||||||||||||||||||||
Other | 1,972 | 1,542 | ||||||||||||||||||||||
$ | 8,121 | $ | 7,987 | |||||||||||||||||||||
Restructuring
Restructuring | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Restructuring | ' | |||||||||||
Note 7. Restructuring | ||||||||||||
Restructuring expense was zero in the three and six months ended June 30, 2014, and zero and $0.3 million in the three and six months ended June 30, 2013, respectively. The following table summarizes activity associated with restructuring obligations during the six months ended June 30, 2014 (in thousands): | ||||||||||||
Facilities | Contract | Total | ||||||||||
Termination | ||||||||||||
Restructuring obligations, December 31, 2013 | $ | 211 | $ | 66 | $ | 277 | ||||||
Restructuring costs incurred | — | — | — | |||||||||
Cash payments | (55 | ) | (66 | ) | (121 | ) | ||||||
Non-cash settlements and other | — | — | — | |||||||||
Restructuring obligations, June 30, 2014 | $ | 156 | $ | — | $ | 156 | ||||||
Debt
Debt | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Debt | ' | |||||||||||||||
Note 8. Debt | ||||||||||||||||
The table below summarizes the carrying amount and weighted average interest rate of the Company’s debt (in thousands, except percentages): | ||||||||||||||||
30-Jun-14 | 31-Dec-13 | |||||||||||||||
Carrying | Weighted | Carrying | Weighted | |||||||||||||
Amount | Average | Amount | Average | |||||||||||||
Interest | Interest | |||||||||||||||
Rate | Rate | |||||||||||||||
Notes payable | $ | 12,025 | — | $ | 9,738 | — | ||||||||||
Short-term borrowing | 8,061 | 7.00% | — | — | ||||||||||||
Total notes payable and short-term borrowing | $ | 20,086 | $ | 9,738 | ||||||||||||
Long-term debt: | ||||||||||||||||
Acquisition-related | $ | 6,930 | 1.50% | $ | 9,975 | 1.5 | % | |||||||||
Bank borrowings | 21,000 | 3.15% | 24,500 | 2.92 | % | |||||||||||
Total long-term debt | 27,930 | 34,475 | ||||||||||||||
Less: current portion of long-term debt | (10,465 | ) | (10,325 | ) | ||||||||||||
Total long-term debt, net of current portion | $ | 17,465 | $ | 24,150 | ||||||||||||
Notes payable | ||||||||||||||||
The Company regularly issues notes payable to its suppliers in China in exchange for accounts payable. These notes are supported by noninterest bearing bank acceptance drafts issued under the Company’s existing line of credit facility 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. | ||||||||||||||||
At June 30, 2014, one of the Company’s subsidiaries in China had an outstanding bank acceptance draft of RMB 50 million ($8.1 million) which was issued to another of the Company’s subsidiaries that required a compensating balance of RMB 15 million ($2.4 million). This bank acceptance draft can be sold for cash at a discount prior to its expiration in August 2014. Compensating balances are classified as restricted cash and investments on the Company’s condensed consolidated balance sheets. | ||||||||||||||||
As of June 30, 2014 and December 31, 2013, restricted cash relating to these bank acceptance drafts issued to suppliers and the Company’s subsidiaries totaled $5.4 million and $2.1 million, respectively. | ||||||||||||||||
In June 2014, the Company’s subsidiary in China renewed a short-term line of credit facility with a banking institution which expires in June 2015. Under the agreement, RMB 160.0 million ($26.0 million) can be used for bank acceptance drafts (with a 25% compensating balance requirement) and up to RMB 120.0 million ($19.5 million) can be used for short-term loans, which will bear interest at varying rates depending upon the term. As of June 30, 2014, this line of credit facility had an outstanding balance of $12.0 million relating to the non-interest bearing bank acceptance drafts issued in connection with the Company’s notes payable to its suppliers in China. The Company is in the process of renewing its second line of credit facility which expired in June 2014. | ||||||||||||||||
Short-term borrowing | ||||||||||||||||
In May 2014, the Company’s subsidiary in China borrowed CNY 50 million ($8.1 million) under a working capital loan agreement with a bank, which was outstanding at June 30, 2014. The loan bears interest at 7% per annum. Interest is payable monthly and the principal is due on November 23, 2014. | ||||||||||||||||
Acquisition-related | ||||||||||||||||
In connection with the acquisition of NeoPhotonics Semiconductor on March 29, 2013, the Company was 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, of which 700 million Japanese Yen ($6.9 million) was outstanding at June 30, 2014. The obligation bears interest at 1.5% per year, payable annually, and is secured by the acquired real estate property. | ||||||||||||||||
Bank borrowings | ||||||||||||||||
The Company has a credit agreement with Comerica Bank as lead bank in the U.S., which has been amended several times. The components of the available credit facilities are as follows: | ||||||||||||||||
— | A revolving credit facility under which there was nothing outstanding at June 30, 2014 or December 31, 2013 and $20.0 million was available for borrowing at June 30, 2014, subject to covenant requirements. 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 1.75% or LIBOR plus 2.75%. As of June 30, 2014 the rate on the LIBOR option was 2.90%. | |||||||||||||||
— | A term loan facility of $28.0 million, under which $21.0 million and $24.5 million was outstanding at June 30, 2014 and December 31, 2013, respectively. 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 2.0% or LIBOR plus 3.0%. As of June 30, 2014 the rate on the LIBOR option was 3.15%. | |||||||||||||||
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 certain 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. | ||||||||||||||||
On May 19, 2014, the Company executed an amendment to the credit agreement that waived the testing of certain covenants for compliance, 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 June 30, 2014, the amount of the Company’s cash and investments in these compensating balance accounts was $21.0 million, which is classified as current and non-current restricted cash and investments on the Company’s June 30, 2014 condensed consolidated balance sheet (see Note 6). | ||||||||||||||||
At June 30, 2014, maturities of long-term debt were as follows (in thousands): | ||||||||||||||||
2014 (remaining six months) | $ | 3,500 | ||||||||||||||
2015 | 10,465 | |||||||||||||||
2016 | 10,465 | |||||||||||||||
2017 | 3,500 | |||||||||||||||
$ | 27,930 | |||||||||||||||
Japan_Pension_Plans
Japan Pension Plans | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Japan Pension Plans | ' | |||
Note 9. Japan 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. Effective February 28, 2014, the DBCPP was converted to a defined contribution plan (“DCP”). In May 2014, LAPIS transferred approximately $2.0 million into the newly formed DCP which is the allowable amount that can be transferred according to the Japanese regulations. LAPIS also 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 June 30, 2014. Additionally, the Company transferred the net unfunded projected benefit obligation amount from the DBCPP to the RAP and froze the RAP benefit at the February 28, 2014 amount. | ||||
As a result of these changes to the DBCPP and the RAP, the Company recorded a curtailment gain of $0.1 million in the first quarter of 2014. The pension liability at June 30, 2014 was $5.8 million. | ||||
The Company contributed $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. | ||||
Net periodic pension cost associated with these plans for the period from December 31, 2013 to February 28, 2014 included the following components (in thousands): | ||||
Service cost | $ | 53 | ||
Interest cost | 13 | |||
Amortization | 1 | |||
Net periodic pension costs | $ | 67 | ||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies | ' |
Note 10. Commitments and contingencies | |
Litigation | |
From time to time, the Company is subject to various claims and legal proceedings, either asserted or unasserted, that arise in the ordinary course of business. The Company accrues for legal contingencies if the Company can estimate the potential liability and if the Company believes it is more likely than not that the case will be ruled against it. If a legal claim for which the Company did not accrue is resolved against it, the Company would record the expense in the period in which the ruling was made. The Company does not believe that the ultimate amount of liability, if any, for any pending claims of any type (alone or combined) will materially affect the Company’s financial position, results of operations or cash flows. The ultimate outcome of any litigation is uncertain, however, and unfavorable outcomes could have a material negative impact on the Company’s financial condition and operating results. Regardless of outcome, litigation can have an adverse impact on the Company because of defense costs, negative publicity, diversion of management resources and other factors. | |
On January 5, 2010, Finisar Corporation, or Finisar, filed a complaint in the U.S. District Court for the Northern District of California against Source Photonics, Inc., MRV Communications, Inc., Oplink Communications, Inc. and the Company, or collectively, the co-defendants. In the complaint, Finisar alleged infringement of certain of its U.S. patents arising from the codefendants’ respective manufacture, importation, use, sale of or offer to sell certain optical transceiver products. On March 23, 2010, the Company filed an answer to the complaint and counterclaims, asserting two claims of patent infringement and additional claims asserting that Finisar has violated state and federal competition laws and violated its obligations to license on reasonable and non-discriminatory terms. On May 5, 2010, the court dismissed without prejudice all co-defendants (including the Company) except Source Photonics, Inc., on grounds that such claims should have been asserted in four separate lawsuits, one against each defendant. This dismissal without prejudice does not prevent Finisar from bringing a new similar lawsuit against the Company. On January 18, 2011, the Company and Finisar agreed to suspend their respective claims and not to refile the originally asserted claims against each other until at least 90 days after one or more specified events occur resulting in the partial or complete resolution of litigation involving the same Finisar patents between Oplink Communications, Inc. and Finisar. This tolling period expired on April 30, 2012. On May 3, 2012 the Company and Finisar agreed to further toll their respective claims until the refiling of certain of the previously asserted claims from this dispute. As a result, Finisar is permitted to bring a new lawsuit against the Company if it chooses to do so, and the Company may bring new claims against Finisar upon seven days written notice prior to filing such claims. The Company is currently unable to predict the outcome of this dispute and therefore cannot determine the likelihood of loss nor estimate a range of possible loss. | |
Indemnifications | |
In the normal course of business, the Company enters into agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. As of June 30, 2014, the Company did not have any material indemnification claims that were probable or reasonably possible. | |
Leases | |
The Company leases various facilities under non-cancelable operating leases expiring through 2023. Future minimum payments under these operating leases totaled $8.4 million as of June 30, 2014. Rent expense was $0.5 million for the three months ended June 30, 2014 and 2013 and $1.1 million for the six months ended June 30, 2014 and 2013. | |
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 Corporation (“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 comprised of a $3.9 million gain related to certain indemnification claims by the Company (“Indemnification Amount”) which were partially offset by $2.0 million in additional consideration for the business acquisition that was contingent upon Santur’s gross profit performance during 2012 (“Contingent Consideration Amount”). The Company had recorded the entire $2.0 million as its estimated fair value of the Contingent Consideration Amount as of December 31, 2013. The $3.9 million Indemnification Amount was recognized as settlement gain in the three and six months ended June 30, 2014. | |
Penalty Payment Derivative | |
In connection with a private placement transaction in 2012, the Company agreed to certain performance obligations including establishing a wholly-owned subsidiary in the Russian Federation and making a $30.0 million investment commitment (the “Investment Commitment”) towards the Company’s Russian operations. The Investment Commitment can be partially satisfied by cash and/or non-cash 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 Commitment is required to be satisfied by making capital expenditure investments, including those that are non-cash, and the remaining $15.0 million can be satisfied through cash and non-cash 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 Commitment. 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 was required to satisfy the Investment Commitment by July 31, 2014, which date has been extended to March 31, 2015 as the Company did not record 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. The Company intends to meet its Investment Commitment by March 31, 2015. If the Company fails to meet the Investment Commitment by the deadline, including failure to meet the Investment Commitment 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 Commitment. | |
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 Commitment by the extended deadline of March 31, 2015. 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 Commitment 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 $0.4 million and $0.2 million at June 30, 2014 and December 31, 2013, respectively. |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 | |
Stockholders' Equity | ' |
Note 11. Stockholders’ equity | |
Common Stock | |
As of June 30, 2014, the Company had reserved 6,978,427 common stock shares for issuance under its stock option plans, 600,093 common stock shares for issuance under its stock purchase plan and 4,482 common stock shares to be issued upon exercise of the outstanding warrants. | |
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 the Company’s subsidiaries in China are required to set aside at least 10% of their respective accumulated profits each year to fund statutory common reserves as well as allocate a discretional portion of their after-tax profits to their staff welfare and bonus fund. |
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||
Note 12. Stock-based compensation | ||||||||||||||||
The following table summarizes the stock-based compensation expense recognized in the three and six months ended June 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Cost of goods sold | $ | 455 | $ | 131 | $ | 785 | $ | 374 | ||||||||
Research and development | 408 | 600 | 1,115 | 1,018 | ||||||||||||
Sales and marketing | 587 | 344 | 960 | 582 | ||||||||||||
General and administrative | 273 | 398 | 764 | 701 | ||||||||||||
$ | 1,723 | $ | 1,473 | $ | 3,624 | $ | 2,675 | |||||||||
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: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Stock options | ||||||||||||||||
Weighted-average expected term (years) | 5.12 | 6.3 | 5.12 | 6.34 | ||||||||||||
Weighted-average volatility | 69% | 75% | 70% | 75% | ||||||||||||
Risk-free interest rate | 1.73% | 1.12 – 1.14% | 1.73 – 1.75% | 1.08 – 1.14% | ||||||||||||
Expected dividends | — | — | — | — | ||||||||||||
Stock appreciation units | ||||||||||||||||
Weighted-average expected term (years) | 2.4 | 2.33 | 2.27 | 2.47 | ||||||||||||
Weighted-average volatility | 56% | 57% | 57% | 60% | ||||||||||||
Risk-free interest rate | 0.13 - 0.90% | 0.19 – 0.30% | 0.13 – 0.90% | 0.19 – 0.46% | ||||||||||||
Expected dividends | — | — | — | — | ||||||||||||
ESPP | ||||||||||||||||
Weighted-average expected term (years) | 0.4 | 0.73 | 0.69 | 0.73 | ||||||||||||
Weighted-average volatility | 56% | 48% | 54% | 48% | ||||||||||||
Risk-free interest rate | 0.05% | 0.09 – 0.16% | 0.05 – 0.13% | 0.09 – 0.16% | ||||||||||||
Expected dividends | — | — | — | — | ||||||||||||
Stock Options and Restricted Stock Units (RSUs) | ||||||||||||||||
The following table summarizes the Company’s stock option and RSU activity during the six months ended June 30, 2014: | ||||||||||||||||
Stock Options | Restricted Stock Units | |||||||||||||||
Number | Weighted | Number | Weighted | |||||||||||||
of | average | of | average | |||||||||||||
shares | exercise | units | grant date | |||||||||||||
price | fair value | |||||||||||||||
Balance at December 31, 2013 | 4,103,454 | $ | 5.92 | 1,169,649 | $ | 6.42 | ||||||||||
Granted | 51,800 | 6.08 | 26,000 | 7.62 | ||||||||||||
Exercised/Converted | (173,723 | ) | 4.25 | (47,682 | ) | 6.04 | ||||||||||
Forfeited | (131,458 | ) | 5.45 | (35,034 | ) | 6.42 | ||||||||||
Balance at June 30, 2014 | 3,850,073 | 6.01 | 1,112,933 | 6.47 | ||||||||||||
Stock appreciation units (“SAUs”) | ||||||||||||||||
SAUs are liability classified share-based awards. The Company did not grant any SAUs during the six months ended June 30, 2014. As of June 30, 2014 and December 31, 2013, there were 413,123 and 420,397 SAUs outstanding. Outstanding SAUs were re-measured each reporting period at fair value. | ||||||||||||||||
Employee Stock Purchase Plan (“ESPP”) | ||||||||||||||||
Due to the delay in filing its 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 its Annual Report on Form 10-K and (ii) the Company’s general public release of its revenues for the first quarter of 2014, which occurred on June 17, 2014. Additionally, the Committee waived the existing purchase limits for the upcoming purchase date only and created a modification of the purchase price formula for the current offering period. In connection with this modification, the Company recorded an immaterial charge as stock based compensation expense in its condensed consolidated statements of operations in the three and six months ended June 30, 2014. |
Income_Taxes
Income Taxes | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Income Taxes | ' | |||||||||||||||
Note 13. Income taxes | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
(Provision) benefit for income taxes | $ | -97 | $ | 90 | $ | (859 | ) | $ | (93 | ) | ||||||
The Company’s income tax (provision) benefit in the three and six months ended June 30, 2014 and 2013 was primarily related to income taxes of the Company’s non-U.S. operations. | ||||||||||||||||
The Company conducts its business globally and its operating income is subject to varying rates of tax in the United States, China and Japan. Consequently, the Company’s effective tax rate is dependent upon the geographic distribution of its earnings or losses and the tax laws and regulations in each geographical region. Historically, the Company has experienced net losses in the United States and in the short term, expects this trend to continue. One of the Company’s subsidiaries in China has historically qualified for a preferential 15% tax rate available for high technology enterprises as opposed to the statutory 25% tax rate. The Company is in the process of reapplying for the preferential rate for 2014 to 2016. | ||||||||||||||||
Due to historic losses in the US, the Company has a full valuation allowance on its US federal and state deferred tax assets. Management continues to evaluate the realizability of deferred tax assets and the related valuation allowance. If management's assessment of the deferred tax assets or the corresponding valuation allowance were to change, the Company would record the related adjustment to income during the period in which management makes the determination. | ||||||||||||||||
As of June 30, 2014, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for the year ended December 31, 2013. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events | ' |
Note 14. Subsequent event | |
In July 2014, the Company initiated a re-organization plan to improve its cost structure, reduce the Company’s workforce and to better align its resources for its needs in the changing market. As a result, the Company will record restructuring expenses in the third quarter of 2014. |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation and Consolidation | ' |
Basis of Presentation and Consolidation | |
The condensed consolidated financial statements of NeoPhotonics Corporation (“NeoPhotonics” or the “Company”) as of June 30, 2014 and December 31, 2013 and for the three and six months ended June 30, 2014 and 2013, have been prepared in accordance with the instructions on Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In accordance with those rules and regulations, the Company has omitted certain information and notes normally provided in the Company’s annual consolidated financial statements. In the opinion of management, the condensed consolidated financial statements contain all adjustments, consisting only of normal recurring items, except as otherwise noted, necessary for the fair presentation of the Company’s financial position and results of operations for the interim periods. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”). These condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results expected for the entire fiscal year. All significant intercompany accounts and transactions have been eliminated. | |
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. | |
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, warranty reserves and recognition of stock-based compensation, among others. Actual results could differ from these estimates. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (“ASU 2014-11”). The standard (1) requires companies to account for repurchase-to-maturity transactions as secured borrowings, (2) requires separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, resulting in secured borrowing accounting for repurchase financing transactions, and (3) expands disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers (specifically, repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions) accounted for as secured borrowings. ASU 2014-11 is effective for the interim and annual reporting periods beginning after December 15, 2014. Early adoption is not permitted for public entities. The Company is in the process of evaluating the impact of 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. | |
In April 2014, the FASB issued 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 adoption on its consolidated financial statements. | |
In July 2013, the FASB issued amendments to the FASB Accounting Standard Codification on Income Taxes, to improve the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is expected to reduce diversity in practice and is expected to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exists. This guidance is effective for reporting periods beginning after December 15, 2013. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. |
Net_Loss_per_Share_Tables
Net Loss per Share (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Computation of Basic and Diluted Net Loss per Share | ' | |||||||||||||||
The following table sets forth the computation of the basic and diluted net loss per share for the periods indicated (in thousands, except per share amounts): | ||||||||||||||||
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | ||||||||||||||||
Net loss | $ | (6,779 | ) | $ | (8,284 | ) | $ | (19,367 | ) | $ | (20,524 | ) | ||||
Denominator: | ||||||||||||||||
Weighted average shares used to compute basic and diluted net loss per share | 31,790 | 30,780 | 31,701 | 30,677 | ||||||||||||
Basic and diluted net loss per share | $ | (0.21 | ) | $ | (0.27 | ) | $ | (0.61 | ) | $ | (0.67 | ) | ||||
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, as their effect would have been antidilutive. The shares potentially issuable for each of these outstanding awards at June 30, 2014 and 2013 were as follows (in thousands): | ||||||||||||||||
June 30, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Employee stock options | 3,850 | 3,780 | ||||||||||||||
Restricted stock units | 1,113 | 853 | ||||||||||||||
Employee stock purchase plan | 255 | 245 | ||||||||||||||
Common stock warrants | 4 | 4 | ||||||||||||||
5,222 | 4,882 | |||||||||||||||
Cash_Cash_Equivalents_ShortTer1
Cash, Cash Equivalents, Short-Term Investments, and Restricted Cash and Investments (Tables) | 6 Months Ended | |||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||
Summary of Cash, Cash Equivalents, Short-Term investments, and Restricted Cash and Investments | ' | |||||||||||||||||||||||||||||||
The following table summarizes the Company’s cash, cash equivalents, short-term investments, and restricted cash and investments at June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||||||||||||||||||
June 30, | December 31, | |||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||||||||||||||||||
Cash | $ | 27,946 | $ | 50,550 | ||||||||||||||||||||||||||||
Cash equivalents | 97 | 6,551 | ||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 28,043 | $ | 57,101 | ||||||||||||||||||||||||||||
Short-term investments | $ | — | $ | 17,916 | ||||||||||||||||||||||||||||
Restricted cash and investments: | ||||||||||||||||||||||||||||||||
Restricted cash and investments | $ | 12,386 | $ | 2,138 | ||||||||||||||||||||||||||||
Restricted cash and investments, non-current | 14,000 | — | ||||||||||||||||||||||||||||||
Total restricted cash and investments | $ | 26,386 | $ | 2,138 | ||||||||||||||||||||||||||||
Summary of Unrealized Gains and Losses Related to Cash Equivalents, Restricted Cash and Investments in Marketable Securities | ' | |||||||||||||||||||||||||||||||
The following table summarizes the Company’s unrealized gains and losses related to its cash equivalents, restricted cash and investments in marketable securities designated as available-for-sale (in thousands): | ||||||||||||||||||||||||||||||||
As of June 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Fair | Amortized | Gross | Gross | Fair | |||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Value | Cost | Unrealized | Unrealized | Value | |||||||||||||||||||||||||
Gains | Losses | Gains | Losses | |||||||||||||||||||||||||||||
Cash equivalents: | ||||||||||||||||||||||||||||||||
Money market funds | $ | 97 | $ | — | $ | — | $ | 97 | $ | 11 | $ | — | $ | — | $ | 11 | ||||||||||||||||
Time deposits | — | — | — | — | 6,540 | — | — | 6,540 | ||||||||||||||||||||||||
Total | 97 | — | — | 97 | 6,551 | — | — | 6,551 | ||||||||||||||||||||||||
Short-term investments and restricted cash and investments: | ||||||||||||||||||||||||||||||||
Money market funds | 17,290 | — | — | 17,290 | 4,577 | — | — | 4,577 | ||||||||||||||||||||||||
Corporate bonds | 2,004 | 6 | — | 2,010 | 6,708 | 3 | (5 | ) | 6,706 | |||||||||||||||||||||||
Foreign bonds and notes | — | — | — | — | 4,827 | 5 | — | 4,832 | ||||||||||||||||||||||||
Variable rate demand notes | 1,700 | — | — | 1,700 | 1,801 | — | — | 1,801 | ||||||||||||||||||||||||
Total | 20,994 | 6 | — | 21,000 | 17,913 | 8 | (5 | ) | 17,916 | |||||||||||||||||||||||
Total marketable securities | $ | 21,091 | $ | 6 | $ | — | $ | 21,097 | $ | 24,464 | $ | 8 | $ | (5 | ) | $ | 24,467 | |||||||||||||||
Maturities of Marketable Securities | ' | |||||||||||||||||||||||||||||||
The following is based on the maturity dates of the underlying marketable securities (in thousands): | ||||||||||||||||||||||||||||||||
June 30, | December 31, | |||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||
Less than 1 year | $ | 17,387 | $ | 20,658 | ||||||||||||||||||||||||||||
Due in 1 to 2 years | 2,010 | 2,008 | ||||||||||||||||||||||||||||||
Due in 2 to 5 years | — | — | ||||||||||||||||||||||||||||||
Due after 5 years | 1,700 | 1,801 | ||||||||||||||||||||||||||||||
Total | $ | 21,097 | $ | 24,467 | ||||||||||||||||||||||||||||
Fair_Value_Disclosures_Tables
Fair Value Disclosures (Tables) | 6 Months Ended | |||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||
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 June 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Cash, cash equivalents, restricted cash and investments | ||||||||||||||||||||||||||||||||
Money market funds | $ | 17,387 | $ | — | $ | — | $ | 17,387 | $ | 4,588 | $ | — | $ | — | $ | 4,588 | ||||||||||||||||
Time deposits | — | — | — | — | — | 6,540 | — | 6,540 | ||||||||||||||||||||||||
Corporate bonds | — | 2,010 | — | 2,010 | — | 6,706 | — | 6,706 | ||||||||||||||||||||||||
U.S. federal agencies | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Foreign bonds and notes | — | — | — | — | — | 4,832 | — | 4,832 | ||||||||||||||||||||||||
Variable rate demand notes | — | 1,700 | — | 1,700 | — | 1,801 | — | 1,801 | ||||||||||||||||||||||||
Total | $ | 17,387 | $ | 3,710 | $ | — | $ | 21,097 | $ | 4,588 | $ | 19,879 | $ | — | $ | 24,467 | ||||||||||||||||
Mutual funds held in Rabbi Trust | $ | 483 | $ | — | $ | — | $ | 483 | $ | 442 | $ | — | $ | — | $ | 442 | ||||||||||||||||
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 June 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Contingent consideration (Note 10) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 1,985 | $ | 1,985 | ||||||||||||||||
Penalty payment derivative (Note 10) | $ | — | $ | — | $ | 425 | $ | 425 | $ | — | $ | — | $ | 239 | $ | 239 | ||||||||||||||||
Business_Combination_Tables
Business Combination (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Summary of Purchase Accounting and Tangible and Intangible Assets Acquired | ' | |||
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 | |||
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): | ||||
Six Months Ended | ||||
30-Jun-13 | ||||
Revenue | $ | 143,744 | ||
Net loss | $ | (10,796 | ) | |
Basic and diluted net loss per share | $ | (0.35 | ) | |
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Schedule of Restricted Cash and Cash Equivalents [Table Text Block] | ' | |||||||||||||||||||||||
Restricted cash and investments consist of the following (See Note 8) (in thousands): | ||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Restricted in connection with notes payable | $ | 5,386 | $ | 2,138 | ||||||||||||||||||||
Restricted in connection with Comerica Bank term loan | 21,000 | — | ||||||||||||||||||||||
Total restricted cash and investments | $ | 26,386 | $ | 2,138 | ||||||||||||||||||||
Reported as: | ||||||||||||||||||||||||
Restricted cash and investments | $ | 12,386 | $ | 2,138 | ||||||||||||||||||||
Restricted cash and investments, non-current | 14,000 | — | ||||||||||||||||||||||
Total restricted cash and investments | $ | 26,386 | $ | 2,138 | ||||||||||||||||||||
Accounts Receivable, Net | ' | |||||||||||||||||||||||
Accounts receivable, net consists of the following (in thousands): | ||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Accounts receivable | $ | 73,496 | $ | 57,010 | ||||||||||||||||||||
Trade notes receivable | 6,264 | 8,054 | ||||||||||||||||||||||
Allowance for doubtful accounts | (512 | ) | (531 | ) | ||||||||||||||||||||
Total | $ | 79,248 | $ | 64,533 | ||||||||||||||||||||
Inventories | ' | |||||||||||||||||||||||
Inventories consist of the following (in thousands): | ||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Raw materials | $ | 28,538 | $ | 26,379 | ||||||||||||||||||||
Work in process | 14,305 | 14,341 | ||||||||||||||||||||||
Finished goods (1) | 21,149 | 24,188 | ||||||||||||||||||||||
Total | $ | 63,992 | $ | 64,908 | ||||||||||||||||||||
Purchased Intangible Assets | ' | |||||||||||||||||||||||
Purchased intangible assets consist of the following (in thousands): | ||||||||||||||||||||||||
30-Jun-14 | December 31, 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Assets | Amortization | Assets | Assets | Amortization | Assets | |||||||||||||||||||
Technology and patents | $ | 34,290 | $ | (27,061 | ) | $ | 7,229 | $ | 34,524 | $ | (25,931 | ) | $ | 8,593 | ||||||||||
Customer relationships | 14,980 | (10,351 | ) | 4,629 | 15,004 | (9,732 | ) | 5,272 | ||||||||||||||||
Leasehold interest | 1,373 | (275 | ) | 1,098 | 1,406 | (266 | ) | 1,140 | ||||||||||||||||
Non-compete agreements | 950 | (950 | ) | — | 950 | (950 | ) | — | ||||||||||||||||
$ | 51,593 | $ | (38,637 | ) | $ | 12,956 | $ | 51,884 | $ | (36,879 | ) | $ | 15,005 | |||||||||||
Amortization Expense of Purchased Intangible Assets | ' | |||||||||||||||||||||||
Amortization expense relating to technology and patents and the leasehold interest intangible assets is included within cost of goods sold, and customer relationships within operating expenses. The following table presents details of the amortization expense of the Company’s purchased intangible assets as reported in the condensed consolidated statements of operations (in thousands): | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Cost of goods sold | $ | 714 | $ | 772 | $ | 1,428 | $ | 1,200 | ||||||||||||||||
Operating expenses | 379 | 426 | 758 | 747 | ||||||||||||||||||||
Total | $ | 1,093 | $ | 1,198 | $ | 2,186 | $ | 1,947 | ||||||||||||||||
Estimated Future Amortization Expense of Purchased Intangible Assets | ' | |||||||||||||||||||||||
The estimated future amortization expense of purchased intangible assets as of June 30, 2014, is as follows (in thousands): | ||||||||||||||||||||||||
2014 (remaining six months) | $ | 2,194 | ||||||||||||||||||||||
2015 | 4,445 | |||||||||||||||||||||||
2016 | 3,701 | |||||||||||||||||||||||
2017 | 823 | |||||||||||||||||||||||
2018 | 602 | |||||||||||||||||||||||
Thereafter | 1,191 | |||||||||||||||||||||||
$ | 12,956 | |||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||||||||||||||||||
Accrued and other current liabilities consist of the following (in thousands): | ||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Employee-related accrued expenses | $ | 10,047 | $ | 12,297 | ||||||||||||||||||||
Other accrued expenses | 7,864 | 11,346 | ||||||||||||||||||||||
Penalty payment derivative | 425 | — | ||||||||||||||||||||||
$ | 18,336 | $ | 23,643 | |||||||||||||||||||||
Summary of Movement in Warranty Accrual | ' | |||||||||||||||||||||||
The table below summarizes the movement in the warranty accrual, which is included in accrued and other current liabilities (in thousands): | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Beginning balance | $ | 1,669 | $ | 1,184 | $ | 1,737 | $ | 1,072 | ||||||||||||||||
Warranty accruals | 242 | 408 | 531 | 434 | ||||||||||||||||||||
Settlements and adjustments | (100 | ) | (131 | ) | (457 | ) | (45 | ) | ||||||||||||||||
Ending balance | $ | 1,811 | $ | 1,461 | $ | 1,811 | $ | 1,461 | ||||||||||||||||
Other Noncurrent Liabilities | ' | |||||||||||||||||||||||
Other noncurrent liabilities consist of the following (in thousands): | ||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Pension and other employee-related accrued expenses | $ | 6,149 | $ | 6,206 | ||||||||||||||||||||
Penalty payment derivative | — | 239 | ||||||||||||||||||||||
Other | 1,972 | 1,542 | ||||||||||||||||||||||
$ | 8,121 | $ | 7,987 | |||||||||||||||||||||
Restructuring_Tables
Restructuring (Tables) | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Restructuring and Related Costs | ' | |||||||||||
Restructuring expense was zero in the three and six months ended June 30, 2014, and zero and $0.3 million in the three and six months ended June 30, 2013, respectively. The following table summarizes activity associated with restructuring obligations during the six months ended June 30, 2014 (in thousands): | ||||||||||||
Facilities | Contract | Total | ||||||||||
Termination | ||||||||||||
Restructuring obligations, December 31, 2013 | $ | 211 | $ | 66 | $ | 277 | ||||||
Restructuring costs incurred | — | — | — | |||||||||
Cash payments | (55 | ) | (66 | ) | (121 | ) | ||||||
Non-cash settlements and other | — | — | — | |||||||||
Restructuring obligations, June 30, 2014 | $ | 156 | $ | — | $ | 156 | ||||||
Debt_Tables
Debt (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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 debt (in thousands, except percentages): | ||||||||||||||||
30-Jun-14 | 31-Dec-13 | |||||||||||||||
Carrying | Weighted | Carrying | Weighted | |||||||||||||
Amount | Average | Amount | Average | |||||||||||||
Interest | Interest | |||||||||||||||
Rate | Rate | |||||||||||||||
Notes payable | $ | 12,025 | — | $ | 9,738 | — | ||||||||||
Short-term borrowing | 8,061 | 7.00% | — | — | ||||||||||||
Total notes payable and short-term borrowing | $ | 20,086 | $ | 9,738 | ||||||||||||
Long-term debt: | ||||||||||||||||
Acquisition-related | $ | 6,930 | 1.50% | $ | 9,975 | 1.5 | % | |||||||||
Bank borrowings | 21,000 | 3.15% | 24,500 | 2.92 | % | |||||||||||
Total long-term debt | 27,930 | 34,475 | ||||||||||||||
Less: current portion of long-term debt | (10,465 | ) | (10,325 | ) | ||||||||||||
Total long-term debt, net of current portion | $ | 17,465 | $ | 24,150 | ||||||||||||
Maturities of Long-term Debt | ' | |||||||||||||||
At June 30, 2014, maturities of long-term debt were as follows (in thousands): | ||||||||||||||||
2014 (remaining six months) | $ | 3,500 | ||||||||||||||
2015 | 10,465 | |||||||||||||||
2016 | 10,465 | |||||||||||||||
2017 | 3,500 | |||||||||||||||
$ | 27,930 | |||||||||||||||
Japan_Pension_Plans_Tables
Japan Pension Plans (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Periodic Pension Cost | ' | |||
Net periodic pension cost associated with these plans for the period from December 31, 2013 to February 28, 2014 included the following components (in thousands): | ||||
Service cost | $ | 53 | ||
Interest cost | 13 | |||
Amortization | 1 | |||
Net periodic pension costs | $ | 67 | ||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Summary of Stock Based Compensation Expense | ' | |||||||||||||||
The following table summarizes the stock-based compensation expense recognized in the three and six months ended June 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Cost of goods sold | $ | 455 | $ | 131 | $ | 785 | $ | 374 | ||||||||
Research and development | 408 | 600 | 1,115 | 1,018 | ||||||||||||
Sales and marketing | 587 | 344 | 960 | 582 | ||||||||||||
General and administrative | 273 | 398 | 764 | 701 | ||||||||||||
$ | 1,723 | $ | 1,473 | $ | 3,624 | $ | 2,675 | |||||||||
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: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Stock options | ||||||||||||||||
Weighted-average expected term (years) | 5.12 | 6.3 | 5.12 | 6.34 | ||||||||||||
Weighted-average volatility | 69% | 75% | 70% | 75% | ||||||||||||
Risk-free interest rate | 1.73% | 1.12 – 1.14% | 1.73 – 1.75% | 1.08 – 1.14% | ||||||||||||
Expected dividends | — | — | — | — | ||||||||||||
Stock appreciation units | ||||||||||||||||
Weighted-average expected term (years) | 2.4 | 2.33 | 2.27 | 2.47 | ||||||||||||
Weighted-average volatility | 56% | 57% | 57% | 60% | ||||||||||||
Risk-free interest rate | 0.13 - 0.90% | 0.19 – 0.30% | 0.13 – 0.90% | 0.19 – 0.46% | ||||||||||||
Expected dividends | — | — | — | — | ||||||||||||
ESPP | ||||||||||||||||
Weighted-average expected term (years) | 0.4 | 0.73 | 0.69 | 0.73 | ||||||||||||
Weighted-average volatility | 56% | 48% | 54% | 48% | ||||||||||||
Risk-free interest rate | 0.05% | 0.09 – 0.16% | 0.05 – 0.13% | 0.09 – 0.16% | ||||||||||||
Expected dividends | — | — | — | — | ||||||||||||
Summary of Stock Option and Restricted Stock Unit Activity | ' | |||||||||||||||
The following table summarizes the Company’s stock option and RSU activity during the six months ended June 30, 2014: | ||||||||||||||||
Stock Options | Restricted Stock Units | |||||||||||||||
Number | Weighted | Number | Weighted | |||||||||||||
of | average | of | average | |||||||||||||
shares | exercise | units | grant date | |||||||||||||
price | fair value | |||||||||||||||
Balance at December 31, 2013 | 4,103,454 | $ | 5.92 | 1,169,649 | $ | 6.42 | ||||||||||
Granted | 51,800 | 6.08 | 26,000 | 7.62 | ||||||||||||
Exercised/Converted | (173,723 | ) | 4.25 | (47,682 | ) | 6.04 | ||||||||||
Forfeited | (131,458 | ) | 5.45 | (35,034 | ) | 6.42 | ||||||||||
Balance at June 30, 2014 | 3,850,073 | 6.01 | 1,112,933 | 6.47 | ||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Components of Provision for Income Taxes | ' | |||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
(Provision) benefit for income taxes | $ | -97 | $ | 90 | $ | (859 | ) | $ | (93 | ) | ||||||
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Net Loss per Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Net loss | ($6,779) | ($8,284) | ($19,367) | ($20,524) |
Denominator: | ' | ' | ' | ' |
Weighted average shares used to compute basic and diluted net loss per share | 31,790 | 30,780 | 31,701 | 30,677 |
Basic and diluted net loss per share | ($0.21) | ($0.27) | ($0.61) | ($0.67) |
Potentially_Dilutive_Securitie
Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Detail) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities, excluded from computation of diluted net income (loss) per share | 5,222 | 4,882 |
Employee Stock Options | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities, excluded from computation of diluted net income (loss) per share | 3,850 | 3,780 |
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 | 1,113 | 853 |
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 | 255 | 245 |
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 | 4 |
Summary_of_Cash_Cash_Equivalen
Summary of Cash, Cash Equivalents, Short-Term investments, and Restricted Cash and Investments (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Cash and cash equivalents: | ' | ' | ' | ' |
Cash | $27,946 | $50,550 | ' | ' |
Cash equivalents | 97 | 6,551 | ' | ' |
Cash and cash equivalents | 28,043 | 57,101 | 37,558 | 36,940 |
Short-term investments | ' | 17,916 | ' | ' |
Restricted cash and investments: | ' | ' | ' | ' |
Restricted cash and investments | 12,386 | 2,138 | ' | ' |
Restricted cash and investments, non-current | 14,000 | ' | ' | ' |
Total restricted cash and investments | $26,386 | $2,138 | ' | ' |
Summary_of_Unrealized_Gains_an
Summary of Unrealized Gains and Losses Related to Cash Equivalents, Restricted Cash and Investments in Marketable Securities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | $21,091 | $24,464 |
Gross Unrealized Gains | 6 | 8 |
Gross Unrealized Losses | ' | -5 |
Fair Value | 21,097 | 24,467 |
Cash and Cash Equivalents | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | 97 | 6,551 |
Gross Unrealized Losses | ' | ' |
Fair Value | 97 | 6,551 |
Cash and Cash Equivalents | Money Market Funds | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | 97 | 11 |
Gross Unrealized Losses | ' | ' |
Fair Value | 97 | 11 |
Cash and Cash Equivalents | Time deposits | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | ' | 6,540 |
Gross Unrealized Losses | ' | ' |
Fair Value | ' | 6,540 |
Short-term investments and restricted investments | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | 20,994 | 17,913 |
Gross Unrealized Gains | 6 | 8 |
Gross Unrealized Losses | ' | -5 |
Fair Value | 21,000 | 17,916 |
Short-term investments and restricted investments | Money Market Funds | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | 17,290 | 4,577 |
Gross Unrealized Losses | ' | ' |
Fair Value | 17,290 | 4,577 |
Short-term investments and restricted investments | Corporate Bonds | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | 2,004 | 6,708 |
Gross Unrealized Gains | 6 | 3 |
Gross Unrealized Losses | ' | -5 |
Fair Value | 2,010 | 6,706 |
Short-term investments and restricted investments | Foreign Bonds and Notes | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | ' | 4,827 |
Gross Unrealized Gains | ' | 5 |
Gross Unrealized Losses | ' | ' |
Fair Value | ' | 4,832 |
Short-term investments and restricted investments | Variable Rate Demand Notes | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Amortized Cost | 1,700 | 1,801 |
Gross Unrealized Losses | ' | ' |
Fair Value | $1,700 | $1,801 |
Maturities_of_Marketable_Secur
Maturities of Marketable Securities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Investments [Line Items] | ' | ' |
Less than 1 year | $17,387 | $20,658 |
Due in 1 to 2 years | 2,010 | 2,008 |
Due in 2 to 5 years | ' | ' |
Due after 5 years | 1,700 | 1,801 |
Total | $21,097 | $24,467 |
Fair_Value_of_Financial_Assets
Fair Value of Financial Assets (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | $21,097 | $24,467 |
Fair Value, Inputs, Level 1 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 17,387 | 4,588 |
Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 3,710 | 19,879 |
Money Market Funds | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 17,387 | 4,588 |
Money Market Funds | Fair Value, Inputs, Level 1 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 17,387 | 4,588 |
Time deposits | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | 6,540 |
Time deposits | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | 6,540 |
Corporate Bonds | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 2,010 | 6,706 |
Corporate Bonds | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 2,010 | 6,706 |
U.S. Federal Agencies | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
U.S. Federal Agencies | Fair Value, Inputs, Level 1 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
U.S. Federal Agencies | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
U.S. Federal Agencies | Fair Value, Inputs, Level 3 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Foreign Bonds and Notes | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | 4,832 |
Foreign Bonds and Notes | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | ' | 4,832 |
Variable Rate Demand Notes | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 1,700 | 1,801 |
Variable Rate Demand Notes | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 1,700 | 1,801 |
Mutual Funds Held in Rabbi Trust | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | 483 | 442 |
Mutual Funds Held in Rabbi Trust | Fair Value, Inputs, Level 1 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets, fair value | $483 | $442 |
Fair_Value_of_Financial_Liabil
Fair Value of Financial Liabilities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | ' | $1,985 |
Penalty payment derivative | 425 | 239 |
Fair Value, Inputs, Level 3 | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Liabilities, fair value | ' | 1,985 |
Penalty payment derivative | $425 | $239 |
Fair_Value_Disclosures_Additio
Fair Value Disclosures - Additional information (Detail) (Nonrecurring, USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Nonrecurring | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Assets and liabilities measured at fair value | $0 | $0 |
Business_Combination_Additiona
Business Combination - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 29, 2013 | Jun. 30, 2013 | Mar. 29, 2013 | |
Business Combinations | Business Combinations | Notes Payable | |||||
Business Combinations | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | $24,258,000 | ' | ' |
Cash consideration paid | ' | ' | ' | ' | 13,128,000 | 15,000,000 | ' |
Liabilities assumed | ' | ' | ' | ' | ' | ' | 11,130,000 |
Withheld and placed into escrow | ' | ' | ' | ' | 2,000,000 | ' | ' |
Net receivable from LAPIS | ' | ' | ' | ' | 1,900,000 | ' | ' |
Acquisition-related transaction costs | ' | 681,000 | ' | 5,191,000 | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | 1,900,000 | ' |
Costs related to sales | $62,883,000 | $59,389,000 | $117,251,000 | $103,695,000 | ' | $1,800,000 | ' |
Acquisition_Accounting_and_Tan
Acquisition Accounting and Tangible and Intangible Assets Acquired (Detail) (Business Combinations, USD $) | 1 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Mar. 29, 2013 | Jun. 30, 2013 |
Business Acquisition [Line Items] | ' | ' |
Cash paid | $13,128 | $15,000 |
Total consideration | 24,258 | ' |
Inventory | 13,309 | ' |
Other current assets | 35 | ' |
Land, property, plant and equipment | 14,433 | ' |
Fair Value of assets acquired | 33,077 | ' |
Developed Technology | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets acquired | 2,120 | ' |
Customer Relationships | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets acquired | 3,180 | ' |
Other Liability | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Pension and retirement obligations | 6,471 | ' |
Other compensation-related liabilities | 1,083 | ' |
Other current liabilities | 1,265 | ' |
Liabilities assumed | 8,819 | ' |
Notes Payable | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Notes payable | $11,130 | ' |
Restricted_Cash_and_Investment
Restricted Cash and Investments (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Restricted Cash And Cash Equivalents Items [Line Items] | ' | ' |
Restricted cash and investments | $26,386 | $2,138 |
Restricted cash and investments | 12,386 | 2,138 |
Restricted cash and investments, non-current | 14,000 | ' |
Notes Payable | ' | ' |
Restricted Cash And Cash Equivalents Items [Line Items] | ' | ' |
Restricted cash and investments | 5,386 | 2,138 |
Comerica Bank Term Loan | ' | ' |
Restricted Cash And Cash Equivalents Items [Line Items] | ' | ' |
Restricted cash and investments | $21,000 | ' |
Accounts_Receivable_Net_Detail
Accounts Receivable, Net (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts Notes And Loans Receivable [Line Items] | ' | ' |
Accounts receivable | $73,496 | $57,010 |
Trade notes receivable | 6,264 | 8,054 |
Allowance for doubtful accounts | -512 | -531 |
Accounts receivable, Net ,Total | $79,248 | $64,533 |
Inventory_Detail
Inventory (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Inventory [Line Items] | ' | ' | ||
Raw materials | $28,538 | $26,379 | ||
Work in process | 14,305 | 14,341 | ||
Finished goods | 21,149 | [1] | 24,188 | [1] |
Inventories | $63,992 | $64,908 | ||
[1] | Finished goods inventory at customer vendor managed inventory locations was $8.2 million and $5.4 million as of June 30, 2014 and December 31, 2013, respectively. |
Inventory_Parenthetical_Detail
Inventory (Parenthetical) (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Finished goods, at vendor managed inventory locations | $8.20 | $5.40 |
Purchased_Intangible_Assets_De
Purchased Intangible Assets (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | $51,593 | $51,884 |
Accumulated Amortization | -38,637 | -36,879 |
Net Assets | 12,956 | 15,005 |
Technology and Patents | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | 34,290 | 34,524 |
Accumulated Amortization | -27,061 | -25,931 |
Net Assets | 7,229 | 8,593 |
Customer Relationships | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | 14,980 | 15,004 |
Accumulated Amortization | -10,351 | -9,732 |
Net Assets | 4,629 | 5,272 |
Leasehold Interest | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | 1,373 | 1,406 |
Accumulated Amortization | -275 | -266 |
Net Assets | 1,098 | 1,140 |
Non-compete agreements | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Assets | 950 | 950 |
Accumulated Amortization | ($950) | ($950) |
Amortization_Expense_of_Compan
Amortization Expense of Company's Purchased Intangible Assets (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Finite Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Cost of goods sold | $714 | $772 | $1,428 | $1,200 |
Amortization of purchased intangible assets | 379 | 426 | 758 | 747 |
Operating expenses | ' | ' | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization of purchased intangible assets | 379 | 426 | 758 | 747 |
Cost Of Goods Sold And Operating Expense | ' | ' | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization of purchased intangible assets | $1,093 | $1,198 | $2,186 | $1,947 |
Estimated_Future_Amortization_
Estimated Future Amortization Expense of Purchased Intangible Assets (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Expected Amortization Expense [Line Items] | ' | ' |
2014 (remaining six months) | $2,194 | ' |
2015 | 4,445 | ' |
2016 | 3,701 | ' |
2017 | 823 | ' |
2018 | 602 | ' |
Thereafter | 1,191 | ' |
Net Assets | $12,956 | $15,005 |
Accrued_and_Other_Current_Liab
Accrued and Other Current Liabilities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts Payable And Accrued Liabilities [Line Items] | ' | ' |
Employee-related accrued expenses | $10,047 | $12,297 |
Other accrued expenses | 7,864 | 11,346 |
Penalty payment derivative | 425 | ' |
Accrued and other current liabilities | $18,336 | $23,643 |
Summary_of_Movement_in_Warrant
Summary of Movement in Warranty Accrual (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Product Liability Contingency [Line Items] | ' | ' | ' | ' |
Beginning balance | $1,669 | $1,184 | $1,737 | $1,072 |
Warranty accruals | 242 | 408 | 531 | 434 |
Settlements and adjustments | -100 | -131 | -457 | -45 |
Ending balance | $1,811 | $1,461 | $1,811 | $1,461 |
Other_Noncurrent_Liabilities_D
Other Noncurrent Liabilities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Non Current Liabilities [Line Items] | ' | ' |
Pension and other employee-related accrued expenses | $6,149 | $6,206 |
Penalty payment derivative | ' | 239 |
Other | 1,972 | 1,542 |
Other noncurrent liabilities | $8,121 | $7,987 |
Restructuring_Additional_Infor
Restructuring - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' | ' |
Restructuring expense | $0 | $0 | $0 | $0.30 |
Summary_of_Restructuring_Activ
Summary of Restructuring Activity (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Restructuring Cost And Reserve [Line Items] | ' |
Restructuring obligations, December 31, 2013 | $277 |
Restructuring costs incurred | ' |
Cash payments | -121 |
Non-cash settlements and other | ' |
Restructuring obligations, June 30, 2014 | 156 |
Facilities | ' |
Restructuring Cost And Reserve [Line Items] | ' |
Restructuring obligations, December 31, 2013 | 211 |
Restructuring costs incurred | ' |
Cash payments | -55 |
Non-cash settlements and other | ' |
Restructuring obligations, June 30, 2014 | 156 |
Contract Termination | ' |
Restructuring Cost And Reserve [Line Items] | ' |
Restructuring obligations, December 31, 2013 | 66 |
Restructuring costs incurred | ' |
Cash payments | -66 |
Non-cash settlements and other | ' |
Components_of_Debt_Obligations
Components of Debt, Obligations, Weighted Average Interest Rate and Additional Fair Value Information Relating to Outstanding Debt Instruments (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Notes payable, carrying amount | $12,025 | $9,738 |
Total notes payable and short-term borrowing | 20,086 | 9,738 |
Long-term debt, carrying amount | 27,930 | 34,475 |
Current portion of long-term debt, carrying amount | -10,465 | -10,325 |
Total long-term debt, net of current portion, carrying amount | 17,465 | 24,150 |
Short-term Debt | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Short-term borrowing | 8,061 | ' |
Weighted Average Interest Rate | 7.00% | ' |
Bank Borrowings | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt, carrying amount | 21,000 | 24,500 |
Weighted Average Interest Rate | 3.15% | 2.92% |
NeoPhotonics Semiconductor | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt, carrying amount | $6,930 | $9,975 |
Weighted Average Interest Rate | 1.50% | 1.50% |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 29, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Mar. 29, 2013 | 31-May-14 | 31-May-14 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
USD ($) | USD ($) | Term Loan | Term Loan | Libor Plus Rate | Credit Facility Base Rate | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | NeoPhotonics Semiconductor | Notes Payable | Notes Payable | Notes Payable | Notes Payable | China | China | China | China | China | China | |
USD ($) | USD ($) | Term Loan | Term Loan | USD ($) | USD ($) | USD ($) | Libor Plus Rate | Credit Facility Base Rate | USD ($) | USD ($) | NeoPhotonics Semiconductor | NeoPhotonics Semiconductor | USD ($) | CNY | USD ($) | CNY | First Credit Facility | Second Credit Facility | ||||
JPY (¥) | Notes Payable To be paid in three equal installments | CreditFacility | CreditFacility | |||||||||||||||||||
JPY (¥) | ||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bank Acceptances Executed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,100,000 | 50,000,000 | ' | ' |
Restricted cash and investments | 12,386,000 | 2,138,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,386,000 | 2,138,000 | ' | ' | ' | ' | 2,400,000 | 15,000,000 | ' | ' |
Number of short-term line of credit facilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | ' | ' |
Credit facility, expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-15 | 30-Jun-14 |
Short-term line of credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,000,000 | 160,000,000 | ' | ' |
Percentage of compensating balance requirement for bank acceptance drafts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | ' | ' |
Short-term borrowing capacity | ' | ' | 28,000,000 | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,500,000 | 120,000,000 | ' | ' |
Line Of Credit Facility Amount Outstanding | ' | ' | 21,000,000 | 24,500,000 | ' | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' |
Obligation bear interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | 7.00% | 7.00% | ' | ' | ' | ' |
Working capital Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,100,000 | 50,000,000 | ' | ' | ' | ' |
Frequency of periodic payment on loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'monthly | 'monthly | ' | ' | ' | ' |
Due date of the principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23-Nov-14 | 23-Nov-14 | ' | ' | ' | ' |
Notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,050,000,000 | ' | ' | ' | ' | ' | ' |
Notes payable outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,900,000 | ' | 700,000,000 | ' | ' | ' | ' | ' | ' | ' |
Interest rate description | ' | ' | 'Borrowings under the term loan bear interest at an interest rate option of a base rate as defined in the agreement plus 2.0% or LIBOR plus 3.0%. As of June 30, 2014 the rate on the LIBOR option was 3.15%. | ' | ' | ' | ' | ' | ' | 'borrowings 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 June 30, 2014 the rate on the LIBOR option was 2.90%. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, marginal interest rate | ' | ' | ' | ' | 3.00% | 2.00% | ' | ' | ' | 2.75% | 1.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, interest rate | ' | ' | ' | ' | 3.15% | ' | ' | ' | ' | 2.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, expiration date | ' | ' | '2017-06 | ' | ' | ' | '2016-03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Covenant Compliance | 'The Company’s credit agreement requires the maintenance of specified financial covenants, including a debt to EBITDA ratio and liquidity ratios. The agreement also restricts the Company’s ability to incur certain 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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensating Balance, Amount | $21,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturities_of_Long_Term_debt_O
Maturities of Long -Term debt Outstanding (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Short And Long Term Debt [Line Items] | ' | ' |
2014 (remaining six months) | $3,500 | ' |
2015 | 10,465 | ' |
2016 | 10,465 | ' |
2017 | 3,500 | ' |
Long-term debt, carrying amount | $27,930 | $34,475 |
Japan_Pension_Plans_Additional
Japan Pension Plans - Additional Information (Detail) (USD $) | Jun. 30, 2014 | Mar. 29, 2013 | Feb. 28, 2014 | Mar. 31, 2014 | 31-May-14 |
CompensationPlan | DBCPP | DBCPP | DBCPP | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' |
Number of Defined Benefit Pension Plans | ' | 2 | ' | ' | ' |
Plan assets | ' | ' | ' | ' | $2,000,000 |
Receivable from LAPIS | ' | ' | 300,000 | ' | ' |
Defined Benefit Plan, Curtailments | ' | ' | ' | 100,000 | ' |
Pension liability | 5,800,000 | ' | ' | ' | ' |
Employer contributions | ' | ' | $15,000 | ' | ' |
Periodic_Pension_Cost_Detail
Periodic Pension Cost (Detail) (USD $) | 2 Months Ended |
In Thousands, unless otherwise specified | Feb. 28, 2014 |
Defined Benefit Plan Disclosure [Line Items] | ' |
Service cost | $53 |
Interest cost | 13 |
Amortization | 1 |
Net periodic pension costs | $67 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 27, 2012 | 5-May-10 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Defendant | |||||||
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of defendants | ' | 4 | ' | ' | ' | ' | ' |
Agreement period not to refile claims | ' | '90 days | ' | ' | ' | ' | ' |
Probable or reasonably possible loss | ' | ' | $0 | ' | $0 | ' | ' |
Operating Leases, Future Minimum Payments Due | ' | ' | 8,400,000 | ' | 8,400,000 | ' | ' |
Rent expense | ' | ' | 500,000 | 500,000 | 1,100,000 | 1,100,000 | ' |
Liabilities, fair value | ' | ' | ' | ' | ' | ' | 1,985,000 |
Year of acquisition | ' | ' | ' | ' | 12-Oct-11 | ' | ' |
Proceeds from issuance of common stock, net of issuance costs | 39,800,000 | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | 77,451,000 | 74,990,000 | 145,619,000 | 131,053,000 | ' |
Penalty payment derivative | ' | ' | 425,000 | ' | 425,000 | ' | 239,000 |
Private Placement | ' | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Targeted expansion completion date | ' | ' | ' | ' | 31-Jul-14 | ' | ' |
Extended date for achievement of Investment Obligation | ' | ' | ' | ' | 31-Mar-15 | ' | ' |
Private Placement | Embedded Derivative Financial Instruments | ' | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Other non-current liability | ' | ' | 5,000,000 | ' | 5,000,000 | ' | ' |
Private Placement | RUSSIAN FEDERATION | ' | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Percentage of investment obligation that must be spent inside Russia | ' | ' | 80.00% | ' | 80.00% | ' | ' |
Private Placement | Capital Addition Purchase Commitments | ' | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Other non-current liability | ' | ' | 15,000,000 | ' | 15,000,000 | ' | ' |
Private Placement | Research and Development Arrangement | ' | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Other current liability, cash and non-cash | ' | ' | 15,000,000 | ' | 15,000,000 | ' | ' |
Private Placement | Performance Guarantee | ' | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Other non-current liability | ' | ' | 30,000,000 | ' | 30,000,000 | ' | ' |
Santur Corporation | ' | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Amount of indemnification claims by the company | ' | ' | 3,900,000 | ' | 3,900,000 | ' | ' |
Liabilities, fair value | ' | ' | ' | ' | ' | ' | 2,000,000 |
Scenario, Plan | Private Placement | RUSSIAN FEDERATION | Minimum | ' | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | 26,800,000 | ' | ' |
Scenario, Plan | Santur Corporation | ' | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Amount received from escrow ,net | ' | ' | ' | ' | $1,900,000 | ' | ' |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Employee Stock Options | Employee Stock Purchase Plan | Common Stock Warrants | ||
Class Of Stock [Line Items] | ' | ' | ' | ' |
Common stock | ' | 6,978,427 | 600,093 | 4,482 |
Accumulated deficit subject to restriction | $6.50 | ' | ' | ' |
Accumulated profits | 10.00% | ' | ' | ' |
Summary_of_StockBased_Compensa
Summary of Stock-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $1,723 | $1,473 | $3,624 | $2,675 |
Cost of Goods Sold | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 455 | 131 | 785 | 374 |
Research and Development Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 408 | 600 | 1,115 | 1,018 |
Selling and Marketing Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | 587 | 344 | 960 | 582 |
General and Administrative Expense | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share based compensation expense | $273 | $398 | $764 | $701 |
Estimated_Fair_Value_of_Certai
Estimated Fair Value of Certain Stock-Based Awards Using Black-Scholes-Merton Valuation Model (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Employee Stock Options | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' |
Weighted-average expected term (years) | '5 years 1 month 13 days | '6 years 3 months 18 days | '5 years 1 month 13 days | '6 years 4 months 2 days |
Weighted-average volatility | 69.00% | 75.00% | 70.00% | 75.00% |
Risk-free interest rate | 1.73% | ' | ' | ' |
Risk-free interest rate Minimum | ' | 1.12% | 1.73% | 1.08% |
Risk-free interest rate Maximum | ' | 1.14% | 1.75% | 1.14% |
Expected dividends | ' | ' | ' | ' |
Stock Appreciation Units (SARs) | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' |
Weighted-average expected term (years) | '2 years 4 months 24 days | '2 years 3 months 29 days | '2 years 3 months 7 days | '2 years 5 months 19 days |
Weighted-average volatility | 56.00% | 57.00% | 57.00% | 60.00% |
Risk-free interest rate | ' | ' | ' | ' |
Risk-free interest rate Minimum | 0.13% | 0.19% | 0.13% | 0.19% |
Risk-free interest rate Maximum | 0.90% | 0.30% | 0.90% | 0.46% |
Expected dividends | ' | ' | ' | ' |
Employee Stock Purchase Plan | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' |
Weighted-average expected term (years) | '4 months 24 days | '8 months 23 days | '8 months 9 days | '8 months 23 days |
Weighted-average volatility | 56.00% | 48.00% | 54.00% | 48.00% |
Risk-free interest rate | 0.05% | ' | ' | ' |
Risk-free interest rate Minimum | ' | 0.09% | 0.05% | 0.09% |
Risk-free interest rate Maximum | ' | 0.16% | 0.13% | 0.16% |
Expected dividends | ' | ' | ' | ' |
Summary_of_Stock_Option_and_Re
Summary of Stock Option and Restricted Stock Unit Activity (Detail) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Employee Stock Options | ' |
Number of Shares | ' |
Beginning Balance | 4,103,454 |
Granted | 51,800 |
Exercised/Converted | -173,723 |
Forfeited | -131,458 |
Ending Balance | 3,850,073 |
Weighted Average Exercise Price | ' |
Beginning Balance | $5.92 |
Granted | $6.08 |
Exercised/Converted | $4.25 |
Forfeited | $5.45 |
Ending Balance | $6.01 |
Restricted Stock Units | ' |
Number of Units | ' |
Beginning Balance | 1,169,649 |
Granted | 26,000 |
Exercised/Converted | -47,682 |
Forfeited | -35,034 |
Ending Balance | 1,112,933 |
Weighted Average Grant Date Fair Value | ' |
Beginning Balance | $6.42 |
Granted | $7.62 |
Exercised/Converted | $6.04 |
Forfeited | $6.42 |
Ending Balance | $6.47 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (Stock Appreciation Units (SARs)) | Jun. 30, 2014 | Dec. 31, 2013 |
Stock Appreciation Units (SARs) | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Shares outstanding | 413,123 | 420,397 |
Components_of_Provision_for_In
Components of Provision for Income Taxes (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Taxes [Line Items] | ' | ' | ' | ' |
(Provision for) benefit from income taxes | ($97) | $90 | ($859) | ($93) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (Subsidiaries, Foreign Country) | 6 Months Ended |
Jun. 30, 2014 | |
Subsidiaries | Foreign Country | ' |
Income Taxes [Line Items] | ' |
Effective income tax rate | 15.00% |
Income tax statutory rate | 25.00% |