Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 | Feb. 13, 2015 |
Entity Information [Line Items] | |||
Entity Registrant Name | MAXLINEAR INC | ||
Trading Symbol | MXL | ||
Entity Central Index Key | 1288469 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $313.70 | ||
Class A Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 30,987,609 | ||
Class B Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,977,834 |
CONSOLIDATED_BALANCE_SHEETS_UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $20,696 | $26,450 |
Short-term investments, available-for-sale | 48,399 | 35,494 |
Accounts receivable, net | 18,523 | 20,058 |
Inventory | 10,858 | 10,032 |
Prepaid expenses and other current assets | 2,438 | 1,682 |
Total current assets | 100,914 | 93,716 |
Property and equipment, net | 12,441 | 5,511 |
Long-term investments, available-for-sale | 10,256 | 24,410 |
Intangible assets | 10,386 | 749 |
Goodwill | 1,201 | 0 |
Other long-term assets | 513 | 543 |
Total assets | 135,711 | 124,929 |
Current liabilities: | ||
Accounts payable | 7,509 | 7,507 |
Deferred revenue and deferred profit | 3,612 | 2,651 |
Accrued price protection liability | 10,018 | 15,017 |
Accrued expenses and other current liabilities | 5,548 | 4,285 |
Accrued compensation | 6,559 | 7,698 |
Total current liabilities | 33,246 | 37,158 |
Other long-term liabilities | 3,363 | 1,097 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 25,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock | 0 | 0 |
Additional paid-in capital | 177,912 | 158,360 |
Accumulated other comprehensive income (loss) | -25 | 58 |
Accumulated deficit | -78,789 | -71,748 |
Total stockholders’ equity | 99,102 | 86,674 |
Total liabilities and stockholders’ equity | 135,711 | 124,929 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 3 | 3 |
Total stockholders’ equity | 3 | 3 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | 1 | 1 |
Total stockholders’ equity | $1 | $1 |
CONSOLIDATED_BALANCE_SHEETS_UN1
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value (usd per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $0.00 | $0.00 |
Common stock, shares authorized (shares) | 550,000,000 | 550,000,000 |
Common stock, shares issued (shares) | 0 | 0 |
Common stock, shares outstanding (shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (usd per share) | $0.00 | $0.00 |
Common stock, shares authorized (shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (shares) | 30,927,000 | 27,002,000 |
Common stock, shares outstanding (shares) | 30,927,000 | 27,002,000 |
Class B Common Stock | ||
Common stock, par value (usd per share) | $0.00 | $0.00 |
Common stock, shares authorized (shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (shares) | 6,984,000 | 8,338,000 |
Common stock, shares outstanding (shares) | 6,984,000 | 8,338,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Net revenue | $133,112 | $119,646 | $97,728 |
Cost of net revenue | 51,154 | 46,683 | 37,082 |
Gross profit | 81,958 | 72,963 | 60,646 |
Operating expenses: | |||
Research and development | 56,625 | 53,132 | 46,458 |
Selling, general and administrative | 34,191 | 32,181 | 27,254 |
Total operating expenses | 90,816 | 85,313 | 73,712 |
Loss from operations | -8,858 | -12,350 | -13,066 |
Interest income | 236 | 222 | 282 |
Interest expense | -15 | -4 | -53 |
Other expense, net | -108 | -199 | -74 |
Loss before income taxes | -8,745 | -12,331 | -12,911 |
Provision for income taxes | -1,704 | 402 | 341 |
Net loss | ($7,041) | ($12,733) | ($13,252) |
Net loss per share: | |||
Earnings Per Share, Basic | ($0.19) | ($0.37) | ($0.40) |
Earnings Per Share, Diluted | ($0.19) | ($0.37) | ($0.40) |
Shares used to compute net loss per share: | |||
Basic (shares) | 36,472 | 34,012 | 33,198 |
Diluted (shares) | 36,472 | 34,012 | 33,198 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net loss | ($7,041) | ($12,733) | ($13,252) |
Other comprehensive income (loss), net of tax: | |||
Unrealized gain (loss) on investments, net of tax of $0, $5 and $11 in 2014, 2013 and 2012 | -60 | 8 | 14 |
Foreign currency translation adjustments, net of tax of $0 in 2014, 2013 and 2012 | -23 | 15 | 7 |
Other comprehensive income (loss) | -83 | 23 | 21 |
Total comprehensive loss | ($7,124) | ($12,710) | ($13,231) |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Other comprehensive income (loss), tax | $0 | $5 | $11 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $0 | $0 | $0 |
UNAUDITED_CONSOLIDATED_STATEME
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) Statement (USD $) | Total | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Class A Common Stock | Class B Common Stock |
In Thousands, unless otherwise specified | ||||||
Stockholders' Equity Attributable to Parent- Beginning Balance at Dec. 31, 2011 | $93,025 | $126,695 | $14 | ($33,687) | $2 | $1 |
Shares Issued, beginning balance at Dec. 31, 2011 | 19,107 | 14,143 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion Of Class B Common Stock To Class A Common Stock Shares | 3,991 | -3,991 | ||||
Conversion Of Class B Common Stock To Class A Common Stock | 0 | 0 | 0 | 0 | 0 | 0 |
Common Stock Issued Pursuant To Equity Awards Net Shares | 740 | 521 | ||||
Common Stock Issued Pursuant To Equity Awards Net Value | 617 | 617 | 0 | 0 | 0 | 0 |
Stock Repurchased and Retired During Period, Shares | -1,152 | -1,000 | ||||
Stock Repurchased and Retired During Period, Value | -12,076 | 0 | -12,076 | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 495 | 0 | ||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 1,914 | 1,914 | 0 | 0 | 0 | 0 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 9,984 | 9,984 | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Net of Tax | 21 | 0 | 21 | 0 | 0 | 0 |
Net loss | -13,252 | 0 | 0 | -13,252 | 0 | 0 |
Stockholders' Equity Attributable to Parent- Ending Balance at Dec. 31, 2012 | 80,233 | 139,210 | 35 | -59,015 | 2 | 1 |
Shares Issued, ending balance at Dec. 31, 2012 | 23,181 | 9,673 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion Of Class B Common Stock To Class A Common Stock Shares | 1,377 | -1,377 | ||||
Conversion Of Class B Common Stock To Class A Common Stock | 0 | 0 | 0 | 0 | 0 | 0 |
Common Stock Issued Pursuant To Equity Awards Net Shares | 1,940 | 42 | ||||
Common Stock Issued Pursuant To Equity Awards Net Value | 3,727 | 3,726 | 0 | 0 | 1 | 0 |
Stock Repurchased and Retired During Period, Shares | 0 | |||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 504 | 0 | ||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 2,438 | 2,438 | 0 | 0 | 0 | 0 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 12,986 | 12,986 | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Net of Tax | 23 | 0 | 23 | 0 | 0 | 0 |
Net loss | -12,733 | 0 | 0 | -12,733 | ||
Stockholders' Equity Attributable to Parent- Ending Balance at Dec. 31, 2013 | 86,674 | 158,360 | 58 | -71,748 | 3 | 1 |
Shares Issued, ending balance at Dec. 31, 2013 | 27,002 | 8,338 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion Of Class B Common Stock To Class A Common Stock Shares | 1,405 | -1,405 | ||||
Conversion Of Class B Common Stock To Class A Common Stock | 0 | 0 | 0 | 0 | 0 | 0 |
Common Stock Issued Pursuant To Equity Awards Net Shares | 2,043 | 51 | ||||
Common Stock Issued Pursuant To Equity Awards Net Value | 1,486 | 1,486 | 0 | 0 | 0 | 0 |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 477 | 0 | ||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 3,058 | 3,058 | 0 | 0 | 0 | 0 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 15,008 | 15,008 | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Net of Tax | -83 | 0 | -83 | 0 | 0 | 0 |
Net loss | -7,041 | 0 | 0 | -7,041 | 0 | 0 |
Stockholders' Equity Attributable to Parent- Ending Balance at Dec. 31, 2014 | $99,102 | $177,912 | ($25) | ($78,789) | $3 | $1 |
Shares Issued, ending balance at Dec. 31, 2014 | 30,927 | 6,984 |
UNAUDITED_CONSOLIDATED_STATEME1
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Activities | |||
Net loss | ($7,041) | ($12,733) | ($13,252) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | |||
Amortization and depreciation | 5,107 | 3,715 | 3,531 |
Amortization of investment premiums, net | 724 | 974 | 1,058 |
Stock-based compensation | 15,008 | 12,986 | 9,984 |
Deferred income tax expense (benefit) | -2,281 | -166 | 0 |
Available-for-sale securities, gross realized gain(oss), excluding other than temporary impairments | -3 | 0 | -2 |
Impairment of long-lived assets | 29 | 1,231 | 184 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,982 | -5,500 | -4,137 |
Inventory | -757 | -141 | -1,809 |
Prepaid and other assets | -752 | -308 | -129 |
Accounts payable, accrued expenses and other current liabilities | 83 | -627 | 3,981 |
Accrued compensation | 3,911 | 5,587 | 4,910 |
Deferred revenue and deferred profits | 961 | 362 | -1,740 |
Accrued price protection liability | -4,999 | 7,137 | 5,024 |
Other long-term liabilities | 262 | 373 | -59 |
Net cash provided by operating activities | 12,234 | 12,890 | 7,544 |
Investing Activities | |||
Purchases of property and equipment | -8,800 | -3,162 | -5,055 |
Purchases of intangible assets | 0 | -955 | -390 |
Payments to Acquire Businesses, Net of Cash Acquired | -9,136 | 0 | 0 |
Purchases of available-for-sale securities | -56,702 | -70,620 | -87,897 |
Maturities of available-for-sale securities | 57,172 | 65,200 | 89,151 |
Net cash used in investing activities | -17,466 | -9,537 | -4,191 |
Financing Activities | |||
Payments on capital leases | 0 | -2 | -32 |
Net proceeds from issuance of common stock | 3,304 | 2,647 | 2,706 |
Minimum tax withholding paid on behalf of employees for restricted stock units | -3,810 | -1,375 | -175 |
Payments for repurchase of common stock | 0 | 0 | -12,076 |
Net cash provided by (used in) financing activities | -506 | 1,270 | -9,577 |
Effect of exchange rate changes on cash and cash equivalents | -16 | 17 | 8 |
Increase (decrease) in cash and cash equivalents | -5,754 | 4,640 | -6,216 |
Cash and cash equivalents at beginning of year | 26,450 | 21,810 | 28,026 |
Cash and cash equivalents at end of year | 20,696 | 26,450 | 21,810 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |||
Other significant noncash transaction, value of consideration given | 5,050 | 4,836 | 0 |
Capital expenditures incurred but not yet paid | 849 | 2 | 52 |
Lease Incentive for Leasehold Improvements | 2,008 | 0 | 0 |
Supplemental Cash Flow Information [Abstract] | |||
Interest paid | 0 | 1 | 1 |
Income taxes paid | $187 | $186 | $40 |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies | ||||||||
Description of Business | |||||||||
MaxLinear, Inc. (the Company) was incorporated in Delaware in September 2003. The Company is a provider of integrated, radio-frequency and mixed-signal integrated circuits for broadband communication and data center, metro, and long-haul transport network applications whose customers include module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, who incorporate the Company’s products in a wide range of electronic devices including cable and terrestrial and satellite set top boxes, DOCSIS data and voice gateways, hybrid analog and digital televisions, satellite low-noise blocker transponders or outdoor units and optical modules for data center, metro, and long-haul transport network applications. The Company is a fabless semiconductor company focusing its resources on the design, sales and marketing of its products. | |||||||||
Basis of Presentation and Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of MaxLinear, Inc. and its wholly owned subsidiaries. All intercompany transactions and investments have been eliminated in consolidation. | |||||||||
The functional currency of certain foreign subsidiaries is the local currency. Accordingly, assets and liabilities of these foreign subsidiaries are translated at the current exchange rate at the balance sheet date and historical rates for equity. Revenue and expense components are translated at weighted average exchange rates in effect during the period. Gains and losses resulting from foreign currency translation are included as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in the results of operations and, to date, have not been significant. | |||||||||
Use of Estimates | |||||||||
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes of the consolidated financial statements. Actual results could differ from those estimates. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are recorded at cost, which approximates market value. | |||||||||
Accounts Receivable | |||||||||
The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on each customer's credit worthiness, as determined by the Company’s review of current credit information. The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts based upon its historical experience, its anticipation of uncollectible accounts receivable and any specific customer collection issues that the Company has identified. As of December 31, 2014 and 2013, the Company had recorded an allowance for doubtful accounts of $0.1 million. | |||||||||
Inventory | |||||||||
The Company assesses the recoverability of its inventory based on assumptions about demand and market conditions. Forecasted demand is determined based on historical sales and expected future sales. Inventory is stated at the lower of cost or market. Cost approximates actual cost on a first-in, first-out basis and market reflects current replacement cost (e.g. net replacement value) which cannot exceed net realizable value or fall below net realizable value less an allowance for an approximately normal profit margin. The Company reduces its inventory to its lower of cost or market on a part-by-part basis to account for its obsolescence or lack of marketability. Reductions are calculated as the difference between the cost of inventory and its market value based upon assumptions about future demand and market conditions. Once established, these adjustments are considered permanent and are not revised until the related inventory is sold or disposed of. | |||||||||
Investments, Available-for-Sale | |||||||||
The Company classifies all investments as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies. These investments are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive income until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest and dividends, are included in interest income. Realized gains and losses from the sale of available-for-sale investments, if any, are determined on a specific identification basis and are also included in interest income. | |||||||||
Fair Value of Financial Instruments | |||||||||
The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and compensation are considered to be representative of their respective fair value because of the short-term nature of these items. Investment securities, available-for-sale, are carried at fair value. Based on the borrowing rates currently available to the Company for loans with similar terms, the Company believes the fair value of long-term capital lease obligations approximates its carrying value. | |||||||||
Property and Equipment | |||||||||
Property and equipment is carried at cost and depreciated over the estimated useful lives of the assets, ranging from two to five years, using the straight-line method. Leasehold improvements are stated at cost and amortized over the shorter of the estimated useful lives of the assets or the lease term. | |||||||||
Production Masks | |||||||||
Production masks with alternative future uses or discernible future benefits are capitalized and amortized over their estimated useful life of two years. To determine if the production mask has alternative future uses or benefits, the Company evaluates risks associated with developing new technologies and capabilities, and the related risks associated with entering new markets. Production masks that do not meet the criteria for capitalization are expensed as research and development costs. | |||||||||
Goodwill and Intangible Assets | |||||||||
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Intangible assets represent purchased intangible assets including developed technology and in-process research and development, or IPR&D, and technologies acquired or licensed from other companies. Purchased intangible assets with definitive lives are capitalized and amortized over their estimated useful life. Technologies acquired or licensed from other companies are capitalized and amortized over the greater of the terms of the agreement, or estimated useful life, not to exceed three years. The Company capitalizes IPR&D projects acquired as part of a business combination. On completion of each project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives. | |||||||||
Impairment of Goodwill and Long-Lived Assets | |||||||||
Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the purchase method. Goodwill is not amortized but is tested for impairment using a two-step method. Step one is the identification of potential impairment. This involves comparing the fair value of each reporting unit, which the Company has determined to be the entity itself, with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds the carrying amount, the goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. The Company tests by reporting unit, goodwill and other indefinite-lived intangible assets for impairment at October 31 or more frequently if it believes indicators of impairment exist. | |||||||||
During development, IPR&D is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company reviews indefinite-lived intangible assets for impairment as of October 31, the date of its annual goodwill impairment review or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the future discounted cash flows that asset is expected to generate. Once an IPR&D project is complete, it becomes a definite lived intangible asset and is evaluated for impairment in accordance with the Company's policy for long-lived assets. | |||||||||
The Company regularly reviews the carrying amount of its long-lived assets, as well as the useful lives, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. An impairment loss would be recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset. Should impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the asset over the asset’s fair value. | |||||||||
Revenue Recognition | |||||||||
Revenue is generated from sales of the Company’s integrated circuits. The Company recognizes revenue when all of the following criteria are met: 1) there is persuasive evidence that an arrangement exists, 2) delivery of goods has occurred, 3) the sales price is fixed or determinable and 4) collectibility is reasonably assured. Title to product transfers to customers either when it is shipped to or received by the customer, based on the terms of the specific agreement with the customer. | |||||||||
Revenue is recorded based on the facts at the time of sale. Transactions for which the Company cannot reliably estimate the amount that will ultimately be collected at the time the product has shipped and title has transferred to the customer are deferred until the amount that is probable of collection can be determined. Items that are considered when determining the amounts that will be ultimately collected are: a customer’s overall creditworthiness and payment history; customer rights to return unsold product; customer rights to price protection; customer payment terms conditioned on sale or use of product by the customer; or extended payment terms granted to a customer. | |||||||||
A portion of the Company’s revenues are generated from sales made through distributors under agreements allowing for pricing credits and/or stock rotation rights of return. Revenues from sales through the Company’s distributors accounted for 28% and 29% of net revenue for the years ended December 31, 2014 and December 31, 2013, respectively. Pricing credits to the Company’s distributors may result from its price protection and unit rebate provisions, among other factors. These pricing credits and/or stock rotation rights prevent the Company from being able to reliably estimate the final sales price of the inventory sold and the amount of inventory that could be returned pursuant to these agreements. As a result, for sales through distributors, the Company has determined that it does not meet all of the required revenue recognition criteria at the time it delivers its products to distributors as the final sales price is not fixed or determinable. | |||||||||
For these distributor transactions, revenue is not recognized until product is shipped to the end customer and the amount that will ultimately be collected is fixed or determinable. Upon shipment of product to these distributors, title to the inventory transfers to the distributor and the distributor is invoiced, generally with 30 day terms. On shipments to the Company’s distributors where revenue is not recognized, the Company records a trade receivable for the selling price as there is a legally enforceable right to payment, relieving the inventory for the carrying value of goods shipped since legal title has passed to the distributor, and records the corresponding gross profit in the consolidated balance sheet as a component of deferred revenue and deferred profit, representing the difference between the receivable recorded and the cost of inventory shipped. Future pricing credits and/or stock rotation rights from the Company’s distributors may result in the realization of a different amount of profit included in the Company’s future consolidated statements of operations than the amount recorded as deferred profit in the Company’s consolidated balance sheets. | |||||||||
The Company records reductions in revenue for estimated pricing adjustments related to price protection agreements with the Company’s end customers in the same period that the related revenue is recorded. Price protection pricing adjustments are recorded at the time of sale as a reduction to revenue and an increase in the Company’s accrued liabilities. The amount of these reductions is based on specific criteria included in the agreements and other factors known at the time. The Company accrues 100% of potential price protection adjustments at the time of sale and does not apply a breakage factor. The Company reverses the accrual for unclaimed price protection amounts as specific programs contractually end and when the Company believes unclaimed amounts are no longer subject to payment and will not be paid. See Note 4 for a summary of the Company's price protection activity. | |||||||||
Stock Repurchase | |||||||||
The Company records the excess of repurchase price over par value to accumulated deficit upon repurchase and retirement of shares of its Class A common stock and Class B common stock in accordance with the accounting standard for equity. | |||||||||
Warranty | |||||||||
The Company generally provides a warranty on its products for a period of one to three years. The Company makes estimates of product return rates and expected costs to replace the products under warranty at the time revenue is recognized based on historical warranty experience and any known product warranty issues. If actual return rates and/or replacement costs differ significantly from these estimates, adjustments to recognize additional cost of net revenue may be required in future periods. At December 31, 2014, $0.1 million for warranty costs was recorded based on the Company’s analysis. At December 2013, no accrual for warranty costs was recorded based on the Company’s analysis. | |||||||||
Segment Information | |||||||||
The Company operates in one segment as it has developed, marketed and sold primarily only one class of similar products, integrated radio frequency analog and mixed signal semiconductor solutions for broadband communication applications. | |||||||||
The Company’s chief operating decision-maker is its chief executive officer, who reviews operating results on an aggregate basis and manages the Company’s operations as a single operating segment. | |||||||||
The Company has assessed its products on an individual basis and determined that they are similar based on the following reasons: | |||||||||
• | The Company’s portfolio of products share similar economic characteristics as they have a similar long term business model, operate at gross margins similar to the Company’s consolidated gross margin, and have similar research and development expenses and similar selling, general and administrative expenses; | ||||||||
• | The causes for variation within the Company’s portfolio of products are the same and include factors such as (i) life cycle and price and cost fluctuations, (ii) number of competitors, (iii) extent of product differentiation relative to the Company’s competition, and (iv) the sensitivity to the overall cyclical nature of the semiconductor industry; | ||||||||
• | The Company’s product portfolio and development roadmap is managed by a common Vice President and General Manager, and the technology across products within the portfolio is so similar that the Company’s engineering resources are highly fungible and commonly work across product families; | ||||||||
• | The vast majority of the Company’s integrated circuits all use the same standard CMOS manufacturing processes and provide the same fundamental functionality in the electronics platforms in which they reside; | ||||||||
• | The integrated circuits marketed are sold to one type of customer: manufacturers of wired and wireless communications equipment, which incorporate the Company’s integrated circuits into their electronic products; and | ||||||||
• | All of the Company’s integrated circuits are sold through a centralized sales force and common distributors. | ||||||||
Concentration of Credit Risk and Significant Customers | |||||||||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. | |||||||||
The Company markets its products and services to manufacturers of wired and wireless communications equipment throughout the world. The Company makes periodic evaluations of the credit worthiness of its customers and does not require collateral for credit sales. | |||||||||
Customers greater than 10% of net revenue for each of the periods are as follows: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Percentage of total net revenue | |||||||||
Arris1 | 31 | % | 28 | % | 28 | % | |||
Pace | * | * | 10 | % | |||||
* Represents less than 10% of the net revenue for the respective period. | |||||||||
1Includes sales to Motorola Home, which was acquired by Arris in April 2013, for all periods presented. | |||||||||
Products shipped to international destinations representing greater than 10% of net revenue for each of the periods are as follows: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Percentage of total net revenue | |||||||||
China | 71 | % | 68 | % | 58 | % | |||
Taiwan | * | * | 12 | % | |||||
Japan | * | * | 14 | % | |||||
The determination of which country a particular sale is allocated to is based on the destination of the product shipment. | |||||||||
Balances greater than 10% of accounts receivable are as follows: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Percentage of gross accounts receivable: | |||||||||
Pegatron Corporation1 | 41 | % | 38 | % | |||||
Sernet Technologies Corporation | 11 | % | * | ||||||
Kinpo International Limited | * | 19 | % | ||||||
Moly Tech Limited | * | 14 | % | ||||||
* Represents less than 10% of the gross accounts receivable for the respective period end. | |||||||||
1Includes sales to Unihan, which was acquired by Pegatron in November 2013, for all periods presented. | |||||||||
Stock-based Compensation | |||||||||
The Company measures the cost of employee services received in exchange for equity incentive awards, including stock options, employee stock purchase rights, restricted stock units and restricted stock awards based on the grant date fair value of the award. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options and employee stock purchase rights granted to employees. The Company calculates the fair value of restricted stock units and restricted stock awards based on the fair market value of its Class A common stock on the grant date. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period. The Company recognizes compensation expense over the vesting period using the straight-line method and classifies these amounts in the statements of operations based on the department to which the related employee reports. | |||||||||
The Company accounts for stock options issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes option-pricing model. The fair value of options granted to non-employees is re-measured as they vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered. The Company calculates the fair value of restricted stock units issued to non-employees based on the fair market value of our Class A common stock on the grant date and the resulting stock-based compensation expense is recognized over the period during which the non-employee is required to provide services in exchange for the award, which is usually the vesting period. | |||||||||
Research and Development | |||||||||
Costs incurred in connection with the development of the Company’s technology and future products are charged to research and development expense as incurred. | |||||||||
Income Taxes | |||||||||
The Company provides for income taxes utilizing the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that is considered more likely than not that a tax benefit will not be realized. A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If the valuation allowance is released in a future period, income tax expense will be reduced accordingly. | |||||||||
The calculation of tax liabilities involves dealing with uncertainties in the application of complex global tax regulations. The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. | |||||||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company will continue to assess the need for a valuation allowance on the deferred tax asset by evaluating both positive and negative evidence that may exist. Any adjustment to the net deferred tax asset valuation allowance would be recorded in the income statement for the period that the adjustment is determined to be required. | |||||||||
Comprehensive Income (Loss) | |||||||||
Comprehensive income (loss) is defined as the change in equity (net assets) of a business entity during a period from transactions and other events and circumstances from nonowner sources. Other comprehensive income (loss) includes certain changes in equity that are excluded from net income (loss), such as unrealized holding gains and losses on available-for-sale investments, net of tax, and translation gains and losses. | |||||||||
Net Income (Loss) per Share | |||||||||
Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A and Class B common stock outstanding during the period. For diluted net income (loss) per share, net income attributable to the Company is divided by the sum of the weighted average number of shares of Class A and Class B common stock outstanding and the potential number of shares of dilutive Class A and Class B common stock outstanding during the period. | |||||||||
Litigation and Settlement Costs | |||||||||
Legal costs are expensed as incurred. The Company is involved in disputes, litigation and other legal actions in the ordinary course of business. The Company continually evaluates uncertainties associated with litigation and records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the loss or range of loss can be reasonably estimated. | |||||||||
Recent Accounting Pronouncements | |||||||||
In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company beginning in the first quarter of fiscal year 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the impact of adopting this new accounting standard on its financial statements. | |||||||||
In August 2014, the FASB issued new accounting guidance related to the disclosures around going concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This guidance will be effective for the Company beginning in the first quarter of fiscal year 2017. Early adoption is permitted. The Company does not expect the adoption of this standard to significantly impact its financial statements. | |||||||||
In November 2014, the FASB issued new accounting guidance related to business combinations. The new standard provides companies with the option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The election to apply pushdown accounting can be made either in the period in which the change of control occurred, or in a subsequent period. If the election is made in a subsequent period, it would be considered a change in accounting principle and treated in accordance with the guidance related to accounting changes and error corrections. This guidance is effective for the Company as of November 18, 2014. The adoption of this standard did not significantly impact the Company's financial statements. |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Net Loss Per Share | Net Loss Per Share | |||||||||||
Net loss per share is computed as required by the accounting standard for earnings per share, or EPS. Basic EPS is calculated by dividing net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted EPS is computed by dividing net loss by the weighted-average number of common shares outstanding for the period and the weighted-average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, common stock options, restricted stock units and restricted stock awards are considered to be common stock equivalents and are only included in the calculation of diluted EPS when their effect is dilutive. | ||||||||||||
The Company has two classes of stock outstanding, Class A common stock and Class B common stock. The economic rights of the Class A common stock and Class B common stock, including rights in connection with dividends and payments upon a liquidation or merger are identical, and the Class A common stock and Class B common stock will be treated equally, identically and ratably, unless differential treatment is approved by the Class A common stock and Class B common stock, each voting separately as a class. The Company computes basic earnings per share by dividing net loss by the weighted average number of shares of Class A and Class B common stock outstanding during the period. For diluted earnings per share, the Company divides net loss by the sum of the weighted average number of shares of Class A and Class B common stock outstanding and the potential number of shares of dilutive Class A and Class B common stock outstanding during the period. | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator: | ||||||||||||
Net loss | $ | (7,041 | ) | $ | (12,733 | ) | $ | (13,252 | ) | |||
Denominator: | ||||||||||||
Weighted average common shares outstanding—basic | 36,472 | 34,012 | 33,198 | |||||||||
Dilutive common stock equivalents | — | — | — | |||||||||
Weighted average common shares outstanding—diluted | 36,472 | 34,012 | 33,198 | |||||||||
Net loss per share: | ||||||||||||
Basic | $ | (0.19 | ) | $ | (0.37 | ) | $ | (0.40 | ) | |||
Diluted | $ | (0.19 | ) | $ | (0.37 | ) | $ | (0.40 | ) | |||
The Company excluded 3.1 million, 3.5 million and 4.4 million common stock equivalents for the years ended 2014, 2013 and 2012, respectively, resulting from outstanding equity awards for the calculation of diluted net loss per share due to their anti-dilutive nature. |
Business_Combination_Notes
Business Combination (Notes) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Business Combinations [Abstract] | ||||
Business Combination | Business Combination | |||
On October 31, 2014, the Company acquired 100% of the outstanding common shares of Physpeed Co., Ltd. (“Physpeed”), a privately held developer of high-speed physical layer interconnect products addressing enterprise and telecommunications infrastructure market applications. The Company paid $9.3 million in cash in exchange for all outstanding shares of capital stock and equity of Physpeed. $1.1 million of the consideration payable to the former shareholders of Physpeed was placed into escrow pursuant to the terms of the definitive merger agreement. The escrow release date is twelve months following the closing date of October 31, 2014. In addition, the definitive merger agreement provided for potential consideration of $1.7 million of held back merger proceeds for the owners of Physpeed which will be paid over a two year period contingent upon continued employment and potential earn-out consideration of up to $0.75 million to the former shareholders of Physpeed for the achievement of certain 2015 and 2016 revenue milestones. The Company had also entered into retention and performance-based agreements with Physpeed employees for up to $3.25 million to be paid in cash or shares of MaxLinear Class A common stock based on the achievement of certain 2015 and 2016 revenue milestones. | ||||
As a result of the acquisition, the Company expects to reduce costs through economies of scale. The acquisition of Physpeed significantly accelerates the Company's total addressable market expansion efforts into infrastructure for data center, as well as metro and long-haul telecommunications operators. Physpeed’s expertise in high-speed analog design, combined with the Company's proven low-power digital CMOS mixed signal-integration and DSP capabilities, is expected to bring to market solutions that will uniquely enable the data traffic growth generated from smartphones and tablets, and over-the-top, or OTT, streaming video, in addition to cloud computing and data analytics in hyper-scale data centers. The goodwill of $1.2 million arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Physpeed. None of the goodwill recognized is expected to be deductible for income tax purposes. | ||||
In accordance with accounting principles generally accepted in the United States, the Company accounted for the merger using the acquisition method of accounting for business combinations. Under this method of accounting, the Company recorded the acquisition based on the fair value of the consideration given and the cash consideration paid in the merger at the time of the merger. The Company allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values at the date of the completion of the merger. Any excess of the value of consideration paid over the aggregate fair value of those net assets has been recorded as goodwill. | ||||
The following table summarizes the consideration paid for Physpeed and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date at October 31, 2014: | ||||
The composition of financial instruments is as follows: | ||||
Consideration: | ||||
Cash | $ | 9,250 | ||
Fair value of total consideration transferred | $ | 9,250 | ||
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date. The Company completed the purchase price allocation for its acquisition of Physpeed as of December 31, 2014. | ||||
Financial assets | $ | 114 | ||
Accounts receivable | 447 | |||
Prepaid expenses | 28 | |||
Inventory | 69 | |||
Fixed assets | 56 | |||
Identifiable intangible assets | 10,000 | |||
Financial liabilities | (65 | ) | ||
Liability arising from potential earn-out consideration | (265 | ) | ||
Net deferred tax liability | (2,335 | ) | ||
Total identifiable net assets | 8,049 | |||
Goodwill | 1,201 | |||
$ | 9,250 | |||
Acquisition-related costs of $0.3 million were included in selling, general, and administrative expenses in the Company's statement of operations for the year ended December 31, 2014. | ||||
The fair value of the acquired identifiable intangible assets of $10.0 million consists of developed technology of $2.7 million and IPR&D of $7.3 million. Both the developed technology and IPR&D are related to optical interconnect interface physical layers products and their estimated useful lives have been assessed to be seven years. Developed technology will be amortized immediately and IPR&D will begin amortization upon the completion of each project. If any of the projects are abandoned, the Company will be required to impair the related IPR&D asset. The fair value of the developed technology and IPR&D was determined using the multi-period excess earnings method (“MPEEM”). The MPEEM is an income approach to fair value measurement attributable to specific intangible asset being valued from the asset grouping’s overall cash-flow stream. MPEEM isolates the expected future discounted cash-flow stream to their net present value. Significant factors considered in the calculation were the risks inherent in the development process, including the likelihood of achieving technological success and market acceptance. Each project was analyzed to determine the unique technological innovations, the existence and reliance on core technology, the existence of any alternative future use or current technological feasibility and the complexity, cost, and time to complete the remaining development. Future cash flows for each project were estimated based on forecasted revenue and costs, taking into account the expected product life cycles, market penetration, and growth rates. | ||||
Compensation Arrangements | ||||
In connection with the acquisition of Physpeed, the Company has agreed to pay additional consideration in future periods. There was a holdback of the merger proceeds whereby the owners of Physpeed will be paid a quarterly amount of $0.2 million beginning on January 31, 2015 and ending on October 31, 2016 for a total of $1.7 million. Certain employees of Physpeed will be paid a total of $0.1 million of which $0.07 million will be paid in 2015 and $0.05 million will be paid in 2016. These payments are accounted for as transactions separate from the business combination as the payments are contingent upon continued employment and will be recorded as post-combination compensation expense in the Company's financial statements during the service period. The Company also agreed to a working capital adjustment of $0.04 million that was settled by December 31, 2014. | ||||
Earn-Out | ||||
The contingent earn-out consideration has an estimated fair value of $0.3 million at the date of acquisition. The earn-out is payable up to $0.75 million to the former shareholders of Physpeed. The 2015 earn-out is based on $0.375 million multiplied by the 2015 revenue percentage as defined in the definitive merger agreement. The 2016 earn-out is based on $0.375 million multiplied by the 2016 revenue percentage as defined in the definitive merger agreement. Subsequent changes to the fair value will be recorded through earnings. There was no change in the fair value of the earn-out between October 31, 2014 and December 31, 2014. | ||||
RSU Awards | ||||
The Company will grant restricted stock units (“RSUs”) under its equity incentive plan to Physpeed continuing employees if certain 2015 and 2016 revenue targets are met contingent upon continued employment. The total maximum amounts of these RSUs are $3.25 million. These participants will be eligible to receive $1.625 million of the RSUs in 2015 and $1.625 million in 2016. | ||||
The RSUs granted in 2015 will be based on the calculation of the 2015 maximum revenue RSU amount multiplied by the 2015 revenue percentage as defined in the definitive merger agreement. The 2015 maximum revenue RSU amount is 50% of the aggregate maximum RSU award value divided by the 2015 average company share price (the average closing sales prices of stock trading on the New York Stock exchange over five consecutive trading days ending on the trade date that is third trading date prior to the 2015 determination date (no later than ten business days after filing the Form 10-K for the 2015 fiscal year)). Qualifying revenues are the net revenues recognized in the 2015 fiscal year directly attributable sales of Physpeed products or the Company’s provision of non-recurring engineering services exclusively with respect to the Physpeed products in accordance with U.S. GAAP reflected in the Company’s audited financial statements. | ||||
The RSUs granted in 2016 will be based on the calculation of the 2016 maximum revenue RSU amount multiplied by the 2016 revenue percentage as defined in the definitive merger agreement. The 2016 maximum revenue RSU amount is 50% of the aggregate maximum RSU award value divided by the 2016 average company share price (the average closing sales prices of stock trading on the New York Stock exchange over five consecutive trading days ending on the trade date that is third trading date prior to the 2016 determination date (no later than ten business days after filing the Form 10-K for the 2016 fiscal year)). Qualifying revenues are the net revenues recognized in the 2016 fiscal year directly attributable sales of Physpeed products or the Company’s provision of non-recurring engineering services exclusively with respect to the Physpeed products in accordance with U.S. GAAP reflected in the Company’s audited financial statements. | ||||
The Company will record compensation expense for the 2015 RSUs over a 14 month service period from October 31, 2014 through December 31, 2015. The Company will record compensation expense for the 2016 RSUs over a 26 month service period from October 31, 2014 through December 31, 2016. The Company recorded $0.3 million of compensation expense for the 2015 and 2016 RSUs for the year ended December 31, 2014. |
Financial_Instruments
Financial Instruments | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Financial Instruments | . Financial Instruments | |||||||||||||||
The composition of financial instruments is as follows: | ||||||||||||||||
31-Dec-14 | ||||||||||||||||
Amortized | Gross Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Assets | ||||||||||||||||
Money market funds | $ | 1,858 | $ | — | $ | — | $ | 1,858 | ||||||||
Government debt securities | 27,154 | 5 | (8 | ) | 27,151 | |||||||||||
Corporate debt securities | 31,543 | 3 | (42 | ) | 31,504 | |||||||||||
60,555 | 8 | (50 | ) | 60,513 | ||||||||||||
Less amounts included in cash and cash equivalents | (1,858 | ) | — | — | (1,858 | ) | ||||||||||
$ | 58,697 | $ | 8 | $ | (50 | ) | $ | 58,655 | ||||||||
Fair Value at December 31, 2014 | ||||||||||||||||
Liabilities | ||||||||||||||||
Contingent Consideration | $ | 265 | ||||||||||||||
Total | $ | 265 | ||||||||||||||
December 31, 2013 | ||||||||||||||||
Amortized | Gross Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Money market funds | $ | 406 | $ | — | $ | — | $ | 406 | ||||||||
Government debt securities | 26,532 | 10 | (5 | ) | 26,537 | |||||||||||
Corporate debt securities | 33,355 | 17 | (4 | ) | 33,368 | |||||||||||
60,293 | 27 | (9 | ) | 60,311 | ||||||||||||
Less amounts included in cash and cash equivalents | (406 | ) | — | — | (406 | ) | ||||||||||
$ | 59,887 | $ | 27 | $ | (9 | ) | $ | 59,905 | ||||||||
As of December 31, 2014, the Company held 23 corporate and government debt securities with an aggregate fair value of $35.8 million that were in an unrealized loss position for less than 12 months. The gross unrealized losses of $0.1 million at December 31, 2014 represent temporary impairments on corporate and government debt securities related to multiple issuers, and were primarily caused by fluctuations in U.S. interest rates. The Company has determined that the gross unrealized losses on these securities at December 31, 2014 are temporary in nature. The Company evaluates securities for other-than-temporary impairment on a quarterly basis. Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation. Factors considered include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the issuer, and the Company's intent and ability to hold the security in order to allow for an anticipated recovery in fair value. | ||||||||||||||||
All of the Company’s long-term available-for-sale securities were due between 1 and 2 years as of December 31, 2014. | ||||||||||||||||
The fair values of the Company’s financial instruments are the amounts that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants and are recorded using a hierarchal disclosure framework based upon the level of subjectivity of the inputs used in measuring assets and liabilities. The levels are described below: | ||||||||||||||||
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. | ||||||||||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | ||||||||||||||||
Level 3: Unobservable inputs are used when little or no market data is available. | ||||||||||||||||
The Company classifies its financial instruments within Level 1 or Level 2 of the fair value hierarchy on the basis of valuations using quoted market prices or alternate pricing sources and models utilizing market observable inputs, respectively. The Company’s money market funds were valued based on quoted prices for the specific securities in an active market and were therefore classified as Level 1. The government and corporate debt securities have been valued on the basis of valuations provided by third-party pricing services, as derived from such services’ pricing models. The pricing services may use a consensus price which is a weighted average price based on multiple sources or mathematical calculations to determine the valuation for a security, and have been classified as Level 2. The Company reviews Level 2 inputs and fair value for reasonableness and the values may be further validated by comparison to independent pricing sources. In addition, the Company reviews third-party pricing provider models, key inputs and assumptions and understands the pricing processes at its third-party providers in determining the overall reasonableness of the fair value of its Level 2 financial instruments. As of December 31, 2014 and 2013, the Company has not made any adjustments to the prices obtained from its third party pricing providers. The contingent liability is classified as Level 3 as of December 31, 2014 and is valued using an internal rate of return model. The assumptions used in preparing the internal rate of return model include estimates for future revenues related to Physpeed products and services and a discount factor of 0.54% to 0.33%. The assumptions used in preparing the internal rate of return model include estimates for outcome if milestone goals are achieved, the probability of achieving each outcome and discount rates. Significant changes in any of the unobservable inputs used in the fair value measurement of contingent consideration in isolation could result in a significantly lower or higher fair value. A change in estimated future revenues would be accompanied by a directionally similar change in fair value. The Company held no Level 3 financial instruments as of December 31, 2013. | ||||||||||||||||
The following table presents a summary of the Company’s financial instruments that are measured on a recurring basis: | ||||||||||||||||
Fair Value Measurements at December 31, 2014 | ||||||||||||||||
Balance at | Quoted Prices | Significant | Significant | |||||||||||||
December 31, | in Active | Other | Unobservable | |||||||||||||
2014 | Markets for | Observable | Inputs | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets | ||||||||||||||||
Money market funds | $ | 1,858 | $ | 1,858 | $ | — | $ | — | ||||||||
Government debt securities | 27,151 | — | 27,151 | — | ||||||||||||
Corporate debt securities | 31,504 | — | 31,504 | — | ||||||||||||
$ | 60,513 | $ | 1,858 | $ | 58,655 | $ | — | |||||||||
Liabilities | ||||||||||||||||
Contingent consideration | $ | 265 | $ | — | $ | — | $ | 265 | ||||||||
$ | 265 | $ | — | $ | — | $ | 265 | |||||||||
Fair Value Measurements at December 31, 2013 | ||||||||||||||||
Balance at | Quoted Prices | Significant | Significant | |||||||||||||
December 31, | in Active | Other | Unobservable | |||||||||||||
2013 | Markets for | Observable | Inputs | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Money market funds | $ | 406 | $ | 406 | $ | — | $ | — | ||||||||
Government debt securities | 26,537 | — | 26,537 | — | ||||||||||||
Corporate debt securities | 33,368 | — | 33,368 | — | ||||||||||||
$ | 60,311 | $ | 406 | $ | 59,905 | $ | — | |||||||||
There were no transfers between Level 1, Level 2 or Level 3 securities in the year ended December 31, 2014. |
Balance_Sheet_Details
Balance Sheet Details | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Supplemental Balance Sheet Disclosures [Abstract] | ||||||||||
Balance Sheet Details | 5. Balance Sheet Details | |||||||||
Cash and cash equivalents and investments consist of the following: | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Cash and cash equivalents | $ | 20,696 | $ | 26,450 | ||||||
Short-term investments | 48,399 | 35,494 | ||||||||
Long-term investments | 10,256 | 24,410 | ||||||||
$ | 79,351 | $ | 86,354 | |||||||
Inventory consists of the following: | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Work-in-process | $ | 4,169 | $ | 4,384 | ||||||
Finished goods | 6,689 | 5,648 | ||||||||
$ | 10,858 | $ | 10,032 | |||||||
Property and equipment consist of the following: | ||||||||||
December 31, | ||||||||||
Useful Life | 2014 | 2013 | ||||||||
(in Years) | ||||||||||
Furniture and fixtures | 5 | $ | 735 | $ | 346 | |||||
Machinery and equipment | 3 -5 | 12,695 | 9,488 | |||||||
Masks and production equipment (1) | 2 | 8,672 | 4,764 | |||||||
Software | 3 | 905 | 743 | |||||||
Leasehold improvements (2) | 4 -5 | 4,451 | 924 | |||||||
Construction in progress | N/A | 276 | 82 | |||||||
27,734 | 16,347 | |||||||||
Less accumulated depreciation and amortization | (15,293 | ) | (10,836 | ) | ||||||
$ | 12,441 | $ | 5,511 | |||||||
(1) In the year ended December 31, 2013, the Company recorded an impairment charge of $1.1 million, reflected in cost of net revenue, related to the remaining net book value of production masks that were previously capitalized, but for which future use is no longer expected. | ||||||||||
(2) The Company has capitalized leasehold improvements and recognized a corresponding lease incentive obligation of $2.0 million related to the corporate headquarters in Carlsbad, California. The lease incentive obligation is being amortized over the remaining lease term as an offset to rent expense. Normal leasehold improvements related to the facility are recorded in leasehold improvements in the table above. | ||||||||||
On October 31, 2014, the Company acquired Physpeed and recognized $1.2 million of goodwill in connection with the acquisition. | ||||||||||
Intangible assets consist of the following: | ||||||||||
Weighted | December 31, | |||||||||
Average Amortization | ||||||||||
Period | 2014 | 2013 | ||||||||
(in Years) | ||||||||||
Licensed technology | 3 | $ | 2,821 | $ | 2,821 | |||||
Developed technology | 7 | 2,700 | — | |||||||
Less accumulated amortization | (2,435 | ) | (2,072 | ) | ||||||
3,086 | 749 | |||||||||
In-process research and development | 7,300 | — | ||||||||
$ | 10,386 | $ | 749 | |||||||
The following table presents future amortization of the Company’s intangible assets at December 31, 2014: | ||||||||||
Amortization | ||||||||||
2015 | $ | 589 | ||||||||
2016 | 382 | |||||||||
2017 | 270 | |||||||||
2018 | 270 | |||||||||
2019 | 270 | |||||||||
Thereafter | 1,305 | |||||||||
Total | $ | 3,086 | ||||||||
Deferred revenue and deferred profit consist of the following: | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Deferred revenue—rebates | $ | 21 | $ | 110 | ||||||
Deferred revenue—distributor transactions | 5,585 | 3,922 | ||||||||
Deferred cost of net revenue—distributor transactions | (1,994 | ) | (1,381 | ) | ||||||
$ | 3,612 | $ | 2,651 | |||||||
Accrued price protection liability consists of the following activity: | ||||||||||
Years Ended December | ||||||||||
2014 | 2013 | |||||||||
Beginning balance | $ | 15,017 | $ | 7,880 | ||||||
Charged as a reduction of revenue | 22,466 | 22,388 | ||||||||
Reversal of unclaimed rebates | (413 | ) | (50 | ) | ||||||
Payments | (27,052 | ) | (15,201 | ) | ||||||
Ending Balance | $ | 10,018 | $ | 15,017 | ||||||
Accrued expenses and other current liabilities consist of the following: | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Accrued technology license payments | $ | 3,000 | $ | 3,000 | ||||||
Accrued professional fees | 422 | 390 | ||||||||
Accrued litigation costs | 560 | — | ||||||||
Other | 1,566 | 895 | ||||||||
$ | 5,548 | $ | 4,285 | |||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Commitments and Contingencies | Commitments and Contingencies | ||||||||||||
Lease Commitments and Other Contractual Obligations | |||||||||||||
During May 2009, the Company entered into two lease agreements for office facilities in Carlsbad, CA. One lease commenced on June 1, 2009 and expired on January 22, 2014. The second lease commenced on September 1, 2009 and expired on March 31, 2014. The terms of these leases provide for rental payments on a monthly basis with periodic rent escalations over the term of the lease. During December 2013, the Company entered into a lease for approximately 45,000 square feet of office space in Carlsbad, California. The lease is subject to rent increases and has a term of five years, six months, commencing on May 21, 2014, with an option to extend the lease for an additional five years. The Company was granted a tenant incentive of $2.0 million which was capitalized as leasehold improvements with a corresponding lease incentive obligation. The Company is recognizing rent expense, net of the tenant incentives, on a straight-line basis over a lease term of six years. Leasehold improvements are being depreciated on a straight-line basis over the estimated useful life of five years. The Company relocated its current operations in Carlsbad, California to the new facility in the second quarter of 2014. During January 2010, the Company entered into a five-year noncancelable operating lease agreement for a research and development facility in Irvine, CA. The lease is subject to rent holidays and rent increases and commenced in April 2010 with an option to extend the lease for an additional five years. During February and August 2011 and October 2012, the Company entered into amendments to its existing operating lease agreement for a research and development facility in Irvine, CA. The amended operating lease calls for an expansion in the amount of space occupied and an extension to May 2016. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid. In addition, incentives were granted, including discounted rental payments and inducements. As such, these allowances have been recorded as deferred rent and these items are being recognized as reductions to rental expense on a straight-line basis over the term of the lease. | |||||||||||||
At December 31, 2014, future minimum annual payments under the non-cancelable operating leases, other obligations and inventory purchase obligations are as follows: | |||||||||||||
Operating Leases | Other Obligations | Inventory Purchase Obligations | |||||||||||
2015 | $ | 1,679 | $ | 3,250 | $ | 10,139 | |||||||
2016 | 1,381 | 908 | — | ||||||||||
2017 | 1,348 | — | — | ||||||||||
2018 | 1,017 | — | — | ||||||||||
2019 | 702 | — | — | ||||||||||
Total minimum annual payments | $ | 6,127 | $ | 4,158 | $ | 10,139 | |||||||
Total rent expense for 2014, 2013 and 2012, was $1.7 million, $1.4 million and $1.2 million, respectively. | |||||||||||||
Other obligations represent purchase commitments for software licensing arrangements, information systems infrastructure and other commitments made in the ordinary course of business. | |||||||||||||
CrestaTech Litigation | |||||||||||||
On January 21, 2014, CrestaTech Technology Corporation, or CrestaTech, filed a complaint for patent infringement against the Company in the United States District Court of Delaware (the “District Court Litigation”). In its complaint, CrestaTech alleges that the Company infringes U.S. Patent Nos. 7,075,585 and 7,265,792. In addition to asking for compensatory damages, CrestaTech alleges willful infringement and seeks a permanent injunction. CrestaTech also names Sharp Corporation, Sharp Electronics Corp. and VIZIO, Inc. as defendants based upon their alleged use of the Company's television tuners. On January 28, 2014, CrestaTech filed a complaint with the U.S. International Trade Commission, or ITC, alleging that the Company, Sharp, Sharp Electronics, and VIZIO, infringe the same patents asserted in the Delaware action. On May 16, 2014 the ITC granted CrestaTech’s motion to file an amended complaint adding six OEM Respondents, namely, SIO International, Inc., Hon Hai Precision Industry Co., Ltd., Wistron Corp., Wistron Infocomm Technology (America) Corp., Top Victory Investments Ltd. and TPV International (USA), Inc. CrestaTech filed the amended complaint on June 12, 2014, alleging that the Company’s accused products are imported into and sold within the United States by, or on behalf of, the Company, Sharp, Sharp Electronics, VIZIO and the six OEM Respondents. Through its ITC complaints, CrestaTech seeks an exclusion order preventing entry into the United States of certain of the Company's television tuners and televisions containing such tuners from Sharp, Sharp Electronics, and VIZIO. CrestaTech also seeks a cease and desist order prohibiting these defendants from engaging in the importation into, sale for importation into, the sale after importation of, or otherwise transferring within the United States certain of the Company's television tuners or televisions containing such tuners. The target date for completing the ITC investigation is June 29, 2015. The District Court litigation is currently stayed. | |||||||||||||
Notwithstanding the completion of the ITC trial and post-trial briefing, the Company's overall litigation with CrestaTech is still in the early stages, and it has not recorded an accrual for loss contingencies associated with the litigation; determined that an unfavorable outcome is probable or reasonably possible; or determined that the amount or range of any possible loss is reasonably estimable. | |||||||||||||
Silicon Labs Litigation | |||||||||||||
As disclosed in the Company's Current Report on Form 8-K, as filed with the SEC on October 4, 2013, the Company entered into a settlement agreement with Silicon Labs, that resolved all currently outstanding patent litigation between the Company and Silicon Labs that is described above. Under the terms of the settlement agreement, each party agreed to dismiss all currently outstanding litigation against the other party with prejudice. In connection with the settlement agreement, each party granted the other party a worldwide, non-exclusive, royalty-free, and fully paid-up license to its patent portfolio. The scope of the patent licenses is limited to existing products that were subject to the litigation. The settlement agreement releases each party and their respective direct and indirect customers from past infringement liability with respect to the products subject to the litigation. Each party agreed not to bring any patent infringement lawsuit against the other party for a period of three years from the date of the settlement agreement. The parties agreed that neither the execution and delivery of the settlement agreement nor any provision of the settlement agreement constituted an admission by either the Company or Silicon Labs of liability, infringement, or validity of any licensed patents. | |||||||||||||
The Company evaluated the settlement agreement as a multiple element arrangement which required the payment consideration to be allocated to the identifiable elements based on relative fair value. As a result, the Company determined that the $1.25 million payment to Silicon Labs should be expensed and recorded in selling, general and administrative expense in the year ended December 31, 2013. The Company had not previously recorded an accrual for loss contingencies associated with Silicon Labs litigation as it was not able to determine that an unfavorable outcome was probable or reasonably possible or determine that the amount or range of any possible loss was reasonably estimable given the early stage of the discovery process in prior quarters. | |||||||||||||
Export Compliance Matter | |||||||||||||
In the first quarter of 2012, the Company determined that it may have taken actions that could constitute facilitation (within the meaning of applicable sanctions and export control laws) of shipments of foreign produced products to Iran or taken other actions that may be in violation of U.S. export control and economic sanctions laws. Specifically, certain of the Company’s tuner products, which are foreign produced and not subject to U.S. export controls, were included in set-top converter boxes produced by set-top box manufacturers in Asia to permit conversion of digital television signals to analog signals in international markets, including Iran, using the DVB-T, or Digital Video Broadcasting – Terrestrial, broadcast standard. The DVB-T standard is used in most of Europe, Asia (excluding China), Australia, and Africa as well as in parts of the Middle East, including Iran. While the underlying shipment of the Company’s tuners into Iran by foreign manufacturers of these set-top boxes may have been lawful, the Company may have violated applicable sanctions and export control laws without the proper U.S. Government authorization. | |||||||||||||
The Company initially identified these potential violations internally, rather than as a result of a third-party audit or government investigation, and upon learning of these potential violations, the Company’s audit committee promptly retained outside counsel to conduct a review of the Company’s sanctions and export control compliance. On February 7, 2012, the Company made voluntary initial filings with the Office of Foreign Assets Control of the United States Department of the Treasury, or OFAC, and with the Bureau of Industry and Security of the United States Department of Commerce, or BIS, notifying these regulatory agencies that the Company was conducting a review of export control matters and that the Company would submit any supplemental voluntary self-disclosures once the Company’s internal review was complete. The initial stage of the review was concluded in March 2012. Subsequently, the Company also learned that the Company was not in full compliance with BIS’s deemed export rule which requires, in some circumstances, that the companies obtain a deemed export license from BIS for employment of certain foreign nationals even if, as was the Company’s situation, the Company had obtained an H1-B visa prior to employing the individual. The Company has now applied for such license with respect to the subject employee. | |||||||||||||
In connection with its March 2012 review, the Company’s audit committee determined that the Company’s management team lacked sufficient familiarity with and understanding of export control and sanctions laws and their applicability to the Company’s products and services. The Company’s audit committee concluded that the Company’s management team did not intentionally or knowingly violate applicable sanctions and export control laws. | |||||||||||||
The Company submitted final voluntary disclosures to OFAC on June 1, 2012 and BIS on June 15, 2012 and July 11, 2012. On September 27, 2012, OFAC closed out the Company’s Voluntary Self Disclosure with the issuance of a cautionary letter, and no monetary or other penalty was imposed against the Company. On November 6, 2012, BIS closed out the Company’s Voluntary Self Disclosure with the issuance of a warning letter, which means that no monetary or other penalty was imposed against the Company. | |||||||||||||
In the year ended December 31, 2012, the Company reduced its previously recorded estimates of OFAC and BIS penalties and fines by $0.9 million. At December 31, 2012, the Company had no liability recorded for this matter. As a result of increased awareness relative to U.S. export control and economic sanction laws relating to the sale of its products, the Company has implemented additional export control compliance management oversight and has undertaken remedial measures to reduce the risk of similar events occurring in the future. | |||||||||||||
Warranties and Indemnifications | |||||||||||||
In connection with the sale of products in the ordinary course of business, the Company often makes representations affirming, among other things, that its products do not infringe on the intellectual property rights of others, and agree to indemnify customers against third-party claims for such infringement. Further, the Company’s certificate of incorporation and bylaws require the Company to indemnify its officers and directors against any action that may arise out of their services in that capacity, and the Company has also entered into indemnification agreements with respect to all of its directors and certain controlling persons. As of December 31, 2014 and 2013, no expenses were incurred under such provisions. As of December 31, 2012, the Company incurred expenses of $0.3 million under such provisions related to a previously disclosed export compliance matter. | |||||||||||||
Other Matters | |||||||||||||
In addition, from time to time, the Company is subject to threats of litigation or actual litigation in the ordinary course of business, some of which may be material. Other than the CrestaTech litigation described above, the Company believes that there are no other currently pending matters that, if determined adversely to the Company, would have a material effect on its business or that would not be covered by its existing liability insurance maintained by the Company. |
StockBased_Compensation_and_Em
Stock-Based Compensation and Employee Benefit Plans | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-Based Compensation and Employee Benefit Plans | Stock-Based Compensation and Employee Benefit Plans | ||||||||||||
Common Stock | |||||||||||||
At December 31, 2014, the Company had 500 million authorized shares of Class A common stock and 500 million authorized shares of Class B common stock. Holders of the Company’s Class A and Class B common stock have identical voting rights, except that holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share with respect to transactions that would result in a change of control of the Company or that relate to the Company’s equity incentive plans. In addition, holders of Class B common stock have the exclusive right to elect two members of the Company’s Board of Directors, each referred to as a Class B Director. The shares of Class B common stock are not publicly traded. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock and in most instances automatically converts upon sale or other transfer. | |||||||||||||
Stock Repurchase | |||||||||||||
In the year ended December 31, 2012, the Company’s board of directors and the audit committee of the Company’s board of directors approved the repurchase and retirement of 1.2 million shares of the Company’s Class A common stock and the repurchase and retirement of 1.0 million shares of the Company’s Class B common stock. The Company effected the repurchases pursuant to a stock repurchase agreement. The per share repurchase price for both Class A and Class B shares repurchased was the closing price of the Company’s Class A common stock in trading on the New York Stock Exchange on the date of the agreement. The aggregate repurchase price was $12.1 million. There were no stock repurchases in the year ended December 31, 2014 and 2013. | |||||||||||||
Other than the transactions disclosed above, the Company’s board of directors has not authorized any stock repurchase program, and the Company has no current plans to effect any open-market purchases of its Class A common stock or other repurchases of its Class B common stock from two of its shareholders. | |||||||||||||
Exchange Offer | |||||||||||||
In May 2012, the Company completed an offer to exchange (the “Exchange Offer”) for restricted stock units (RSUs), certain outstanding options to purchase shares of the Company’s Class A common stock and shares of the Company’s Class B common stock. Pursuant to the terms and conditions of the Exchange Offer, the Company accepted for exchange options to purchase 1.3 million shares of the Company’s Class A common stock and 0.6 million shares of the Company’s Class B common stock. All surrendered options were cancelled, and immediately thereafter, the Company issued a total of 1.0 million restricted stock units in exchange therefor, pursuant to the terms of the Exchange Offer. The Company accounted for the Exchange Offer as a modification of the original options as required by the accounting standard for stock-based compensation. The total Exchange Offer stock-based compensation is $7.3 million, including the incremental value attributed to the modified options of $1.8 million, which will be recognized over the vesting period of the new RSUs. | |||||||||||||
Employee Benefit Plans | |||||||||||||
At December 31, 2014, the Company had stock-based compensation awards outstanding under the following plans: the 2004 Stock Plan, the 2010 Equity Incentive Plan and the 2010 Employee Stock Purchase Plan. Upon the closing of the initial public offering in March 2010, all stock awards are issued under the 2010 Equity Incentive Plan and are no longer issued under the 2004 Stock Plan. | |||||||||||||
2010 Equity Incentive Plan | |||||||||||||
The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance-based stock awards, and other forms of equity compensation, or collectively, stock awards. The aggregate number of shares of Class A common stock that may be issued pursuant to stock awards under the 2010 Plan will increase by any shares subject to stock options or other awards granted under the 2004 Stock Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 2004 Stock Plan that are forfeited to or repurchased by the Company. In addition, the number of shares of common stock reserved for issuance will automatically increase on the first day of each fiscal year, equal to the lesser of: 2.6 million shares of the Company’s Class A common stock; four percent (4%) of the outstanding shares of the Company’s Class A common stock and Class B common stock on the last day of the immediately preceding fiscal year; or such lesser amount as the Company’s board of directors may determine. Options granted will generally vest over a four year period and the term can be from seven to ten years. | |||||||||||||
2010 Employee Stock Purchase Plan | |||||||||||||
The ESPP authorizes the issuance of shares of the Company’s Class A common stock pursuant to purchase rights granted to the Company’s employees. The number of shares of the Company’s common stock reserved for issuance will automatically increase on the first day of each fiscal year, equal to the least of: 1.0 million shares of the Company’s Class A common stock; one and a quarter percent (1.25%) of the outstanding shares of the Company’s Class A common stock and Class B common stock on the first day of the fiscal year; or such lesser amount as may be determined by our board of directors or a committee appointed by our board of directors to administer the ESPP. The ESPP is implemented through a series of offerings of purchase rights to eligible employees. Under the ESPP, the Company may specify offerings with a duration of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of the Company’s common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. Generally, all regular employees, including executive officers, employed by the Company may participate in the ESPP and may contribute up to 15% of their earnings for the purchase of the Company’s common stock under the ESPP. Unless otherwise determined by the Company’s board of directors, Class A common stock will be purchased for accounts of employees participating in the ESPP at a price per share equal to the lower of (a) 85% of the fair market value of a share of the Company’s Class A common stock on the first date of an offering or (b) 85% of the fair market value of a share of the Company’s Class A common stock on the date of purchase. | |||||||||||||
Equity Incentive Bonus Plan | |||||||||||||
In April 2012, the Company's compensation committee amended its Executive Incentive Bonus Plan to, among other things, permit the settlement of awards under the plan in the form of shares of its Class A common stock. In May 2013, the Company's compensation committee amended its Executive Incentive Bonus Plan to permit the settlement of awards under the plan in any combination of cash or shares of its Class A common stock. For the 2013 and 2012 performance period, actual awards under the Executive Incentive Bonus Plan were settled in Class A common stock issued under its 2010 Equity Incentive Plan with the number of shares issuable to plan participants determined based on the closing sales price of the Company's Class A common stock as determined in trading on the New York Stock Exchange on May 9, 2014 and May 3, 2013, respectively. Additionally, the Company settled all bonus awards for all other employees for the 2013 and 2012 performance period in shares of its Class A common stock. The Company issued 0.6 million shares of its Class A common stock for the 2013 performance period upon settlement of the bonus awards on May 9, 2014. The Company issued 0.8 million shares of its Class A common stock for the 2012 performance period upon settlement of the bonus awards on May 3, 2013. | |||||||||||||
At December 31, 2014, an accrual of $3.1 million was recorded for bonus awards for employees for the 2014 performance period, which the Company intends to settle in shares of its Class A common stock issued under its 2010 Equity Incentive Plan, as amended, with the number of shares issuable to plan participants determined based on the closing sales price of the Company’s Class A common stock as determined in trading on the New York Stock Exchange at a date to be determined. The Company's compensation committee retains discretion to effect payment in cash, stock, or a combination of cash and stock. | |||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation expense is classified in the consolidated statements of operations based on the department to which the related employee reports. The Company recognized stock-based compensation in the statements of operations as follows: | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cost of net revenue | $ | 131 | $ | 108 | $ | 85 | |||||||
Research and development | 9,686 | 8,258 | 6,382 | ||||||||||
Selling, general and administrative | 5,191 | 4,620 | 3,517 | ||||||||||
$ | 15,008 | $ | 12,986 | $ | 9,984 | ||||||||
The total unrecognized compensation cost related to unvested stock options as of December 31, 2014 was $3.1 million, and the weighted average period over which these equity awards are expected to vest is 2.14 years. The total unrecognized compensation cost related to unvested restricted stock units and restricted stock awards as of December 31, 2014 was $18.1 million, and the weighted average period over which these equity awards are expected to vest is 2.21 years. | |||||||||||||
The Company records equity instruments issued to non-employees as expense at their fair value over the related service period as determined in accordance with the authoritative guidance and periodically revalues the equity instruments as they vest. Stock-based compensation expense related to non-employee consultants totaled $0.1 million, $0.2 million and $0.8 million for 2014, 2013 and 2012, respectively. | |||||||||||||
Stock Options | |||||||||||||
The Company uses the Black-Scholes valuation model to calculate the fair value of stock options and employee stock purchase rights granted to employees. Stock-based compensation expense is recognized over the vesting period using the straight-line method and is classified in the consolidated statements of operations based on the department to which the related employee reports. | |||||||||||||
The fair values of stock options and employee stock purchase rights were estimated at their respective grant date using the following assumptions: | |||||||||||||
Stock Options | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted-average grant date fair value per share | $ | 4.03 | $ | 3.24 | $ | 2.37 | |||||||
Risk-free interest rate | 1.7 | % | 0.71 | % | 0.88 | % | |||||||
Dividend yield | — | — | — | ||||||||||
Expected life (years) | 4.56 | 4.75 | 4.84 | ||||||||||
Volatility | 51 | % | 56 | % | 56 | % | |||||||
Employee Stock Purchase Rights | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted-average grant date fair value per share | $ 2.03 - $2.47 | $ 1.85 - $2.09 | $ 1.28 - $1.42 | ||||||||||
Risk-free interest rate | 0.05 - 0.07% | 0.09 - 0.10% | 0.14 - 0.15% | ||||||||||
Dividend yield | — | — | — | ||||||||||
Expected life (years) | 0.5 | 0.5 | 0.5 | ||||||||||
Volatility | 47.75 - 46.82% | 39.24 - 41.58% | 46.60 - 55.74% | ||||||||||
The risk-free interest rate assumption was based on the United States Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The weighted-average expected life of options was calculated using the simplified method as prescribed by guidance provided by the SEC. This decision was based on the lack of historical data due to the Company’s limited number of stock option exercises under the 2010 Equity Incentive Plan. In addition, due to the Company’s limited historical data, the estimated volatility incorporates the historical volatility of comparable companies whose share prices are publicly available as well as the historical volatility of the Company. Effective for the year ended December 31, 2014, the Company is no longer incorporating the historical volatility of comparable companies in determining estimated volatility. | |||||||||||||
A summary of the Company’s stock option activity is as follows: | |||||||||||||
Number of Options | Weighted-Average Exercise Price | Weighted-Average Contractual Term (in Years) | Aggregate Intrinsic Value | ||||||||||
Outstanding at December 31, 2013 | 3,704 | $ | 5.23 | ||||||||||
Granted | 419 | 9.23 | |||||||||||
Exercised | -96 | 2.76 | |||||||||||
Canceled | (64 | ) | 6.64 | ||||||||||
Outstanding at December 31, 2014 | 3,963 | $ | 5.69 | 4.59 | $ | 8,315 | |||||||
Vested and expected to vest at December 31, 2014 | 3,930 | $ | 5.68 | 4.59 | $ | 8,286 | |||||||
Exercisable at December 31, 2014 | 2,567 | $ | 5.1 | 4.21 | $ | 6,718 | |||||||
The intrinsic value of stock options exercised during 2014, 2013 and 2012 was $0.6 million, $0.3 million and $2.1 million, respectively. | |||||||||||||
Restricted Stock Units and Restricted Stock Awards | |||||||||||||
The Company calculates the fair value of restricted stock units and restricted stock awards based on the fair market value of the Company’s Class A common stock on the grant date. Stock-based compensation expense is recognized over the vesting period using the straight-line method and is classified in the consolidated statements of operations based on the department to which the related employee reports. | |||||||||||||
A summary of the Company’s restricted stock unit and restricted stock award activity is as follows: | |||||||||||||
Number of Shares | Weighted-Average Grant-Date Fair Value per Share | ||||||||||||
Outstanding at December 31, 2013 | 4,484 | $ | 6.4 | ||||||||||
Granted | 1,786 | 8.85 | |||||||||||
Vested | (2,467 | ) | 7.3 | ||||||||||
Canceled | (291 | ) | 6.57 | ||||||||||
Outstanding at December 31, 2014 | 3,512 | $ | 7 | ||||||||||
The intrinsic value of restricted stock units and restricted stock awards vested during 2014, 2013 and 2012 was $21.9 million, $14.9 million, and $3.2 million, respectively. The intrinsic value of restricted stock units and restricted stock awards outstanding at December 31, 2014 was $26.0 million. | |||||||||||||
Shares Reserved for Future Issuance | |||||||||||||
Common stock reserved for future issuance is as follows: | |||||||||||||
31-Dec-14 | |||||||||||||
Stock options outstanding | 3,963 | ||||||||||||
Restricted stock units and restricted stock awards outstanding | 3,512 | ||||||||||||
Authorized for future grants under 2010 Equity Incentive Plan | 5,090 | ||||||||||||
Authorized for future issuance under 2010 Employee Stock Purchase Plan | 511 | ||||||||||||
Total | 13,076 | ||||||||||||
Income_Taxes_Note
Income Taxes (Note) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The domestic and international components of loss before provision (benefit) from income taxes are presented as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Domestic | $ | (9,631 | ) | $ | (12,770 | ) | $ | (11,918 | ) | |||
Foreign | 886 | 439 | (993 | ) | ||||||||
Loss before income taxes | $ | (8,745 | ) | $ | (12,331 | ) | $ | (12,911 | ) | |||
Income tax provision (benefit) consists of the following: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 1 | — | — | |||||||||
Foreign | 577 | 574 | 351 | |||||||||
Total current | 578 | 574 | 351 | |||||||||
Deferred: | ||||||||||||
Federal | (3,341 | ) | (5,217 | ) | (4,162 | ) | ||||||
State | 253 | (1,174 | ) | (2,062 | ) | |||||||
Foreign | 54 | (166 | ) | — | ||||||||
Valuation allowance release due to acquisition | (2,335 | ) | — | — | ||||||||
Change in valuation allowance | 3,087 | 6,385 | 6,214 | |||||||||
Total deferred | (2,282 | ) | (172 | ) | (10 | ) | ||||||
Total income tax provision (benefit) | $ | (1,704 | ) | $ | 402 | $ | 341 | |||||
The actual income tax provision (benefit) differs from the amount computed using the federal statutory rate as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Benefit at statutory rate | $ | (2,973 | ) | $ | (4,191 | ) | $ | (4,390 | ) | |||
State income taxes (net of federal benefit) | (391 | ) | 1 | (1,247 | ) | |||||||
Research and development credits | (66 | ) | (3,630 | ) | (858 | ) | ||||||
Foreign rate differential | (31 | ) | (80 | ) | 445 | |||||||
Stock compensation | 609 | 460 | 278 | |||||||||
Foreign deemed dividend | — | 835 | — | |||||||||
Estimated export compliance fines and penalties | — | — | (255 | ) | ||||||||
Uncertain tax positions | 304 | 266 | 199 | |||||||||
Permanent and other | 92 | 356 | (45 | ) | ||||||||
Valuation allowance release due to acquisition | (2,335 | ) | — | — | ||||||||
Valuation allowance | 3,087 | 6,385 | 6,214 | |||||||||
Total provision (benefit) for income taxes | $ | (1,704 | ) | $ | 402 | $ | 341 | |||||
The components of the deferred income tax assets are as follows: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 9,924 | $ | 8,545 | ||||||||
Research and development credits | 12,783 | 12,718 | ||||||||||
Accrued expenses and other | 1,044 | 476 | ||||||||||
Accrued compensation | 994 | 1,686 | ||||||||||
Stock-based compensation | 4,516 | 2,732 | ||||||||||
Depreciation and amortization | 250 | 2,637 | ||||||||||
29,511 | 28,794 | |||||||||||
Less valuation allowance | (29,399 | ) | (28,628 | ) | ||||||||
Net deferred tax assets | $ | 112 | $ | 166 | ||||||||
At December 31, 2014, the Company had federal and state tax net operating loss carryforwards of approximately $36.2 million and $31.0 million, respectively. Included in the federal loss carryover is approximately $3.9 million of net operating loss carryover acquired in the Physpeed acquisition. These amounts include share-based compensation for federal and state of $11.7 million and $3.8 million, that will be recorded to contributed capital when realized. The federal and state tax loss carryforwards will begin to expire in 2026 and 2018, respectively, unless previously utilized. | ||||||||||||
At December 31, 2014, the Company had federal and state tax credit carryforwards of approximately $10.4 million and $11.0 million, respectively. The federal tax credit carryforward will begin to expire in 2024, unless previously utilized. The state tax credits do not expire. In addition, the Company has federal alternative minimum tax credit carryforwards of $0.2 million that can be carried forward indefinitely. | ||||||||||||
Pursuant to Internal Revenue Code Section 382 and 383, use of the Company’s net operating loss and credit | ||||||||||||
carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within a three-year period. | ||||||||||||
A future change of ownership may cause a limitation on the utilization of net operating loss or credit carryforwards. | ||||||||||||
The Company evaluated its net deferred income taxes, which included an assessment of the cumulative income or loss over the prior three-year period and future periods, to determine if a valuation allowance is required. After considering its recent history of losses and management’s expectations of additional near-term losses, the Company recorded a valuation allowance on its net federal deferred tax assets, with a corresponding charge to its income tax provision of approximately $6.7 million during 2011. During 2014, 2013 and 2012, the Company maintained a valuation allowance against all of its federal and state deferred tax assets as realization of such assets does not meet the more-likely-than-not threshold required under accounting guidelines. The Company will continue to assess the need for a valuation allowance on the deferred tax assets by evaluating positive and negative evidence that may exist. The change in valuation allowance during 2014 related to operations was $3.1 million. Additionally, the Company completed the acquisition of Physpeed in the fourth quarter. As a result of the acquisition, there was a valuation allowance release resulting in a tax benefit of $2.3 million due to the purchase accounting adjustment for the net deferred tax liability acquired, which can be used as a future source of income to offset the existing deferred tax assets. The acquired deferred tax liability will reverse within the net operating loss carryover period. | ||||||||||||
At December 31, 2014, the Company’s unrecognized tax benefits totaled $10.8 million, $8.9 million of which, if recognized at a time when the valuation allowance no longer exists, would affect the effective tax rate. The Company will recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. At December 31, 2014, the Company had accrued approximately $0.1 million of interest and penalties. The Company does not expect any significant increases or decreases to its unrecognized tax benefits within twelve months. | ||||||||||||
The following table summarizes the changes to the unrecognized tax benefits during 2014, 2013 and 2012: | ||||||||||||
Balance as of December 31, 2011 | $ | 3,020 | ||||||||||
Additions based on tax positions related to the current year | 725 | |||||||||||
Additions based on tax positions of prior year | 132 | |||||||||||
Decreases based on tax positions of prior year | (127 | ) | ||||||||||
Balance as of December 31, 2012 | 3,750 | |||||||||||
Additions based on tax positions related to the current year | 1,689 | |||||||||||
Additions based on tax positions of prior years | 23 | |||||||||||
Balance as of December 31, 2013 | 5,462 | |||||||||||
Additions based on tax positions related to the current year | 3,158 | |||||||||||
Additions based on tax positions of prior years | 2,188 | |||||||||||
Balance as of December 31, 2014 | $ | 10,808 | ||||||||||
The Company is subject to federal and state income tax in the United States and is also subject to income tax in certain other foreign tax jurisdictions. At December 31, 2014, the Company is no longer subject to federal, state or foreign income tax examinations for the years before 2011, 2010, and 2007, respectively. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating loss or credit carryforward amount. | ||||||||||||
At December 31, 2013, the Company was under examination by the federal tax authorities for the tax years 2010 and 2011. This examination closed in January 2014. The impact of any adjustments has been reflected in 2013. At December 31, 2012, the Company was under examination by the California tax authorities for the tax years 2008 and 2009. This examination closed during the three months ended March 31, 2013 with no adjustment to taxable income. | ||||||||||||
On January 2, 2013, the American Taxpayer Relief Act of 2012 was enacted. The Act included several provisions related to corporate income tax including the reinstatement of the credit for qualified research and development. The credit was reinstated for years beginning after January 1, 2012. On December 19, 2014, the Tax Increase Prevention Act was enacted. The Act included several business tax provisions including the extension of the credit for qualified research and development through 2014. |
Employee_Retirement_Plan_Emplo
Employee Retirement Plan Emplouee Retirement Plan | 12 Months Ended |
Dec. 31, 2014 | |
Employee Retirement Plan [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | . Employee Retirement Plan |
The Company has a 401(k) defined contribution retirement plan (the 401(k) Plan) covering all eligible employees. Participants may voluntarily contribute on a pre-tax basis an amount not to exceed a maximum contribution amount pursuant to Section 401(k) of the Internal Revenue Code. The Company is not required to contribute, nor has it contributed, to the 401(k) Plan for any of the periods presented. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) Selected Quarterly Financial Data (Note) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Financial Information [Text Block] | . Selected Quarterly Financial Data (Unaudited) | |||||||||||||||
The following table presents the Company’s unaudited quarterly financial data for each of the eight quarters in the period ended December 31, 2014. In management’s opinion, this information has been presented on the same basis as the audited consolidated financial statements included in a separate section of this report, and all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts below to present fairly the unaudited quarterly results when read in conjunction with the audited consolidated financial statements and related notes. The operating results for any quarter should not be relied upon as necessarily indicative of results for any future period. | ||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
(in thousands) | ||||||||||||||||
Net revenue | $ | 32,501 | $ | 35,592 | $ | 32,541 | $ | 32,478 | ||||||||
Gross profit | $ | 20,053 | $ | 22,246 | $ | 19,909 | $ | 19,750 | ||||||||
Net income (loss) | $ | (862 | ) | $ | (612 | ) | $ | (3,205 | ) | $ | (2,362 | ) | ||||
Net income (loss) per share: | ||||||||||||||||
Basic | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.09 | ) | $ | (0.06 | ) | ||||
Diluted | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.09 | ) | $ | (0.06 | ) | ||||
Year Ended December 31, 2013 | ||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
(in thousands) | ||||||||||||||||
Net revenue | $ | 26,534 | $ | 29,773 | $ | 31,765 | $ | 31,574 | ||||||||
Gross profit | $ | 16,712 | $ | 17,296 | $ | 19,831 | $ | 19,124 | ||||||||
Net income (loss) | $ | (2,300 | ) | $ (2,904)1 | $ (4,882)2 | $ | (2,647 | ) | ||||||||
Net income (loss) per share: | ||||||||||||||||
Basic | $ | (0.07 | ) | $ | (0.09 | ) | $ | (0.14 | ) | $ | (0.08 | ) | ||||
Diluted | $ | (0.07 | ) | $ | (0.09 | ) | $ | (0.14 | ) | $ | (0.08 | ) | ||||
1 | Includes an impairment charge of $1.1 million related to the remaining net book value of production masks that were previously capitalized, but for which future use is no longer expected. | |||||||||||||||
2 | Includes a one-time payment of $1.25 million to Silicon Labs in connection with the settlement agreement. |
Subsequent_Event_Subsequent_Ev
Subsequent Event Subsequent Event (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events |
Acquisition of Entropic Communications, Inc. | |
On February 3, 2015, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Entropic Communications, Inc., a Delaware corporation (“Entropic”), Excalibur Acquisition Corporation, a Delaware corporation (“Excalibur”), and Excalibur Subsidiary, LLC, a Delaware limited liability corporation (“ESLLC”). Pursuant to the Merger Agreement, Excalibur will merge with and into Entropic with Entropic continuing as the surviving corporation and as the Company's wholly-owned subsidiary. As soon as practicable after such merger, the surviving corporation in the first merger will merge with and into ESLLC with ESLLC continuing as the surviving company and as the Company's wholly-owned subsidiary. Under the terms of the Merger Agreement, at the effective time of the merger (as defined in the Merger Agreement), each outstanding share of Entropic common stock will be converted into the right to receive 0.2200 of a share of the Company's Class A common stock, $0.001 par value, and $1.20 in cash, without interest. The merger transactions are subject to the separate approvals of the stockholders of the Company and Entropic, regulatory approvals, and other customary closing conditions. | |
Entropic Communications Merger Litigation | |
The Delaware Actions | |
Beginning on February 9, 2015, a number of stockholder class action complaints were filed in the Court of Chancery of the State of Delaware on behalf of a putative class of Entropic Communications, Inc. (“Entropic”) stockholders and naming as defendants Entropic, the board of directors of Entropic, MaxLinear, Excalibur Acquisition Corporation, and Excalibur Subsidiary, LLC. Langholz v. Entropic Communications, Inc., et al., C.A. No. 10631-VCP (Del. Ch. filed Feb. 9, 2015); Tomblin v. Entropic Communications, Inc., et al., C.A. No. 10632-VCP (Del. Ch. filed Feb. 9, 2015); Crill v. Entropic Communications, Inc., et al., C.A. No. 10640-VCP (Del. Ch. filed Feb. 11, 2015); Wohl v. Entropic Communications, Inc., et al., C.A. No. 10644-VCP (Del. Ch. filed Feb. 11, 2015); Parshall v. Entropic Communications, Inc., et al., C.A. No. 10652-VCP (Del. Ch. filed Feb. 12, 2015); Saggar v. Padval, et al., C.A. No. 10661-VCP (Del. Ch. filed Feb. 13, 2015); Respler v. Entropic Communications, Inc., et al., C.A. No. 10669-VCP (Del. Ch. filed Feb. 17, 2015); Gal v. Entropic Communications, Inc., et al., C.A. No. 10671-VCP (Del. Ch. filed Feb. 17, 2015); Werbowsky v. Padval, et al., C.A. No. 10673-VCP (Del. Ch. filed Feb. 18, 2015); and Agosti v. Entropic Communications, Inc., C.A. No. 10676-VCP (Del. Ch. filed Feb. 18, 2015). The complaints generally allege that, in connection with the proposed acquisition of Entropic by MaxLinear, the individual defendants breached their fiduciary duties to Entropic stockholders by, among other things, purportedly failing to take steps to maximize the value of Entropic to its stockholders and agreeing to allegedly preclusive deal protection devices in the merger agreement. The complaints further allege that Entropic, MaxLinear, and/or the merger subsidiaries aided and abetted the individual defendants in the alleged breaches of their fiduciary duties. The complaints seek, among other things, an order enjoining the defendants from consummating the proposed transaction, an order declaring the merger agreement unlawful and unenforceable; in the event that the proposed transaction is consummated, an order rescinding it and setting it aside or awarding rescissory damages to the class, imposition of a constructive trust; damages; and/or attorneys’ fees and costs. | |
The California Actions | |
Beginning on February 10, 2015, two stockholder class action complaints were filed in the Superior Court of the State of California County of San Diego on behalf of a putative class of Entropic stockholders and naming as defendants Entropic, the board of directors of Entropic, MaxLinear, Excalibur Acquisition Corporation, and Excalibur Subsidiary, LLC. Krasinski v. Entropic Communications, Inc., et al., Case No. 37-2015-00004613-CU-SL-CTL (Cal. Super. Ct. San Diego Cnty. filed Feb. 9, 2015); and Khoury v. Entropic Communications, Inc., et al., Case No. 37-2015-00004737-CU-SL-CTL (Cal. Super. Ct. San Diego Cnty. filed Feb. 11, 2015). The complaints generally allege that, in connection with the proposed acquisition of Entropic by MaxLinear, the individual defendants breached their fiduciary duties to Entropic stockholders by, among other things, purportedly failing to take steps to maximize the value of Entropic to its stockholders and agreeing to allegedly preclusive deal protection devices in the merger agreement. The complaints further allege that MaxLinear and the merger subsidiaries aided and abetted the individual defendants in the alleged breaches of their fiduciary duties. The complaints seek, among other things, an order enjoining the defendants from consummating the proposed transaction, an order rescinding, to the extent already implemented, the proposed transaction or any of its terms, or granting the class rescissory damages, damages, and attorneys’ fees and costs. |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts Schedule II - Valuation and Qualifying Account (Notes) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||
Schedule of Valuation and Qualifying Accounts Disclosure | Schedule II. Valuation and Qualifying Accounts—Years ended December 31, 2014, 2013 and 2012 | ||||||||||||||||
All other schedules are omitted as the required information is inapplicable, or the information is presented in the financial statements or related notes. | |||||||||||||||||
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (in thousands): | |||||||||||||||||
Classification | Balance at beginning of year | Additions charged to expenses | (Deductions) | Balance at end of year | |||||||||||||
Allowance for doubtful accounts | |||||||||||||||||
2014 | $ | 57 | $ | — | $ | — | $ | 57 | |||||||||
2013 | 132 | — | (75 | ) | 57 | ||||||||||||
2012 | — | 132 | — | 132 | |||||||||||||
Inventory reserves | |||||||||||||||||
2014 | $ | 533 | $ | 39 | $ | (222 | ) | $ | 350 | ||||||||
2013 | 152 | 533 | (152 | ) | 533 | ||||||||||||
2012 | 117 | 127 | (92 | ) | 152 | ||||||||||||
Valuation allowance for deferred tax assets | |||||||||||||||||
2014 | $ | 28,628 | $ | 3,106 | $ | (2,335 | ) | $ | 29,399 | ||||||||
2013 | 22,243 | 6,385 | — | 28,628 | |||||||||||||
2012 | 16,029 | 6,214 | — | 22,243 | |||||||||||||
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Description of Business | Description of Business | ||||||||
MaxLinear, Inc. (the Company) was incorporated in Delaware in September 2003. The Company is a provider of integrated, radio-frequency and mixed-signal integrated circuits for broadband communication and data center, metro, and long-haul transport network applications whose customers include module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, who incorporate the Company’s products in a wide range of electronic devices including cable and terrestrial and satellite set top boxes, DOCSIS data and voice gateways, hybrid analog and digital televisions, satellite low-noise blocker transponders or outdoor units and optical modules for data center, metro, and long-haul transport network applications. The Company is a fabless semiconductor company focusing its resources on the design, sales and marketing of its products. | |||||||||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation | ||||||||
The consolidated financial statements include the accounts of MaxLinear, Inc. and its wholly owned subsidiaries. All intercompany transactions and investments have been eliminated in consolidation. | |||||||||
The functional currency of certain foreign subsidiaries is the local currency. Accordingly, assets and liabilities of these foreign subsidiaries are translated at the current exchange rate at the balance sheet date and historical rates for equity. Revenue and expense components are translated at weighted average exchange rates in effect during the period. Gains and losses resulting from foreign currency translation are included as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in the results of operations and, to date, have not been significant. | |||||||||
Use of Estimates | Use of Estimates | ||||||||
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes of the consolidated financial statements. Actual results could differ from those estimates. | |||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||
The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are recorded at cost, which approximates market value. | |||||||||
Accounts Receivable | Accounts Receivable | ||||||||
The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on each customer's credit worthiness, as determined by the Company’s review of current credit information. The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts based upon its historical experience, its anticipation of uncollectible accounts receivable and any specific customer collection issues that the Company has identified. As of December 31, 2014 and 2013, the Company had recorded an allowance for doubtful accounts of $0.1 million. | |||||||||
Inventory | Inventory | ||||||||
The Company assesses the recoverability of its inventory based on assumptions about demand and market conditions. Forecasted demand is determined based on historical sales and expected future sales. Inventory is stated at the lower of cost or market. Cost approximates actual cost on a first-in, first-out basis and market reflects current replacement cost (e.g. net replacement value) which cannot exceed net realizable value or fall below net realizable value less an allowance for an approximately normal profit margin. The Company reduces its inventory to its lower of cost or market on a part-by-part basis to account for its obsolescence or lack of marketability. Reductions are calculated as the difference between the cost of inventory and its market value based upon assumptions about future demand and market conditions. Once established, these adjustments are considered permanent and are not revised until the related inventory is sold or disposed of. | |||||||||
Investment, Available-for-Sale | Investments, Available-for-Sale | ||||||||
The Company classifies all investments as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies. These investments are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive income until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest and dividends, are included in interest income. Realized gains and losses from the sale of available-for-sale investments, if any, are determined on a specific identification basis and are also included in interest income. | |||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||
The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and compensation are considered to be representative of their respective fair value because of the short-term nature of these items. Investment securities, available-for-sale, are carried at fair value. Based on the borrowing rates currently available to the Company for loans with similar terms, the Company believes the fair value of long-term capital lease obligations approximates its carrying value. | |||||||||
Property and Equipment | Property and Equipment | ||||||||
Property and equipment is carried at cost and depreciated over the estimated useful lives of the assets, ranging from two to five years, using the straight-line method. Leasehold improvements are stated at cost and amortized over the shorter of the estimated useful lives of the assets or the lease term. | |||||||||
Production Masks | Production Masks | ||||||||
Production masks with alternative future uses or discernible future benefits are capitalized and amortized over their estimated useful life of two years. To determine if the production mask has alternative future uses or benefits, the Company evaluates risks associated with developing new technologies and capabilities, and the related risks associated with entering new markets. Production masks that do not meet the criteria for capitalization are expensed as research and development costs. | |||||||||
Impairment of Goodwill and Long-Lived Assets | Impairment of Goodwill and Long-Lived Assets | ||||||||
Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the purchase method. Goodwill is not amortized but is tested for impairment using a two-step method. Step one is the identification of potential impairment. This involves comparing the fair value of each reporting unit, which the Company has determined to be the entity itself, with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds the carrying amount, the goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. The Company tests by reporting unit, goodwill and other indefinite-lived intangible assets for impairment at October 31 or more frequently if it believes indicators of impairment exist. | |||||||||
During development, IPR&D is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company reviews indefinite-lived intangible assets for impairment as of October 31, the date of its annual goodwill impairment review or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the future discounted cash flows that asset is expected to generate. Once an IPR&D project is complete, it becomes a definite lived intangible asset and is evaluated for impairment in accordance with the Company's policy for long-lived assets. | |||||||||
The Company regularly reviews the carrying amount of its long-lived assets, as well as the useful lives, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. An impairment loss would be recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset. Should impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the asset over the asset’s fair value. | |||||||||
Goodwill and Intangible Assets | Goodwill and Intangible Assets | ||||||||
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Intangible assets represent purchased intangible assets including developed technology and in-process research and development, or IPR&D, and technologies acquired or licensed from other companies. Purchased intangible assets with definitive lives are capitalized and amortized over their estimated useful life. Technologies acquired or licensed from other companies are capitalized and amortized over the greater of the terms of the agreement, or estimated useful life, not to exceed three years. The Company capitalizes IPR&D projects acquired as part of a business combination. On completion of each project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives. | |||||||||
Revenue Recognition | Revenue Recognition | ||||||||
Revenue is generated from sales of the Company’s integrated circuits. The Company recognizes revenue when all of the following criteria are met: 1) there is persuasive evidence that an arrangement exists, 2) delivery of goods has occurred, 3) the sales price is fixed or determinable and 4) collectibility is reasonably assured. Title to product transfers to customers either when it is shipped to or received by the customer, based on the terms of the specific agreement with the customer. | |||||||||
Revenue is recorded based on the facts at the time of sale. Transactions for which the Company cannot reliably estimate the amount that will ultimately be collected at the time the product has shipped and title has transferred to the customer are deferred until the amount that is probable of collection can be determined. Items that are considered when determining the amounts that will be ultimately collected are: a customer’s overall creditworthiness and payment history; customer rights to return unsold product; customer rights to price protection; customer payment terms conditioned on sale or use of product by the customer; or extended payment terms granted to a customer. | |||||||||
A portion of the Company’s revenues are generated from sales made through distributors under agreements allowing for pricing credits and/or stock rotation rights of return. Revenues from sales through the Company’s distributors accounted for 28% and 29% of net revenue for the years ended December 31, 2014 and December 31, 2013, respectively. Pricing credits to the Company’s distributors may result from its price protection and unit rebate provisions, among other factors. These pricing credits and/or stock rotation rights prevent the Company from being able to reliably estimate the final sales price of the inventory sold and the amount of inventory that could be returned pursuant to these agreements. As a result, for sales through distributors, the Company has determined that it does not meet all of the required revenue recognition criteria at the time it delivers its products to distributors as the final sales price is not fixed or determinable. | |||||||||
For these distributor transactions, revenue is not recognized until product is shipped to the end customer and the amount that will ultimately be collected is fixed or determinable. Upon shipment of product to these distributors, title to the inventory transfers to the distributor and the distributor is invoiced, generally with 30 day terms. On shipments to the Company’s distributors where revenue is not recognized, the Company records a trade receivable for the selling price as there is a legally enforceable right to payment, relieving the inventory for the carrying value of goods shipped since legal title has passed to the distributor, and records the corresponding gross profit in the consolidated balance sheet as a component of deferred revenue and deferred profit, representing the difference between the receivable recorded and the cost of inventory shipped. Future pricing credits and/or stock rotation rights from the Company’s distributors may result in the realization of a different amount of profit included in the Company’s future consolidated statements of operations than the amount recorded as deferred profit in the Company’s consolidated balance sheets. | |||||||||
The Company records reductions in revenue for estimated pricing adjustments related to price protection agreements with the Company’s end customers in the same period that the related revenue is recorded. Price protection pricing adjustments are recorded at the time of sale as a reduction to revenue and an increase in the Company’s accrued liabilities. The amount of these reductions is based on specific criteria included in the agreements and other factors known at the time. The Company accrues 100% of potential price protection adjustments at the time of sale and does not apply a breakage factor. The Company reverses the accrual for unclaimed price protection amounts as specific programs contractually end and when the Company believes unclaimed amounts are no longer subject to payment and will not be paid. See Note 4 for a summary of the Company's price protection activity. | |||||||||
Stock Repurchase | Stock Repurchase | ||||||||
The Company records the excess of repurchase price over par value to accumulated deficit upon repurchase and retirement of shares of its Class A common stock and Class B common stock in accordance with the accounting standard for equity. | |||||||||
Warranty | Warranty | ||||||||
The Company generally provides a warranty on its products for a period of one to three years. The Company makes estimates of product return rates and expected costs to replace the products under warranty at the time revenue is recognized based on historical warranty experience and any known product warranty issues. If actual return rates and/or replacement costs differ significantly from these estimates, adjustments to recognize additional cost of net revenue may be required in future periods. At December 31, 2014, $0.1 million for warranty costs was recorded based on the Company’s analysis. At December 2013, | |||||||||
Segment Information | Segment Information | ||||||||
The Company operates in one segment as it has developed, marketed and sold primarily only one class of similar products, integrated radio frequency analog and mixed signal semiconductor solutions for broadband communication applications. | |||||||||
The Company’s chief operating decision-maker is its chief executive officer, who reviews operating results on an aggregate basis and manages the Company’s operations as a single operating segment. | |||||||||
The Company has assessed its products on an individual basis and determined that they are similar based on the following reasons: | |||||||||
• | The Company’s portfolio of products share similar economic characteristics as they have a similar long term business model, operate at gross margins similar to the Company’s consolidated gross margin, and have similar research and development expenses and similar selling, general and administrative expenses; | ||||||||
• | The causes for variation within the Company’s portfolio of products are the same and include factors such as (i) life cycle and price and cost fluctuations, (ii) number of competitors, (iii) extent of product differentiation relative to the Company’s competition, and (iv) the sensitivity to the overall cyclical nature of the semiconductor industry; | ||||||||
• | The Company’s product portfolio and development roadmap is managed by a common Vice President and General Manager, and the technology across products within the portfolio is so similar that the Company’s engineering resources are highly fungible and commonly work across product families; | ||||||||
• | The vast majority of the Company’s integrated circuits all use the same standard CMOS manufacturing processes and provide the same fundamental functionality in the electronics platforms in which they reside; | ||||||||
• | The integrated circuits marketed are sold to one type of customer: manufacturers of wired and wireless communications equipment, which incorporate the Company’s integrated circuits into their electronic products; and | ||||||||
• | All of the Company’s integrated circuits are sold through a centralized sales force and common distributors. | ||||||||
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers | ||||||||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. | |||||||||
The Company markets its products and services to manufacturers of wired and wireless communications equipment throughout the world. The Company makes periodic evaluations of the credit worthiness of its customers and does not require collateral for credit sales. | |||||||||
Customers greater than 10% of net revenue for each of the periods are as follows: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Percentage of total net revenue | |||||||||
Arris1 | 31 | % | 28 | % | 28 | % | |||
Pace | * | * | 10 | % | |||||
* Represents less than 10% of the net revenue for the respective period. | |||||||||
1Includes sales to Motorola Home, which was acquired by Arris in April 2013, for all periods presented. | |||||||||
Products shipped to international destinations representing greater than 10% of net revenue for each of the periods are as follows: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Percentage of total net revenue | |||||||||
China | 71 | % | 68 | % | 58 | % | |||
Taiwan | * | * | 12 | % | |||||
Japan | * | * | 14 | % | |||||
The determination of which country a particular sale is allocated to is based on the destination of the product shipment. | |||||||||
Balances greater than 10% of accounts receivable are as follows: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Percentage of gross accounts receivable: | |||||||||
Pegatron Corporation1 | 41 | % | 38 | % | |||||
Sernet Technologies Corporation | 11 | % | * | ||||||
Kinpo International Limited | * | 19 | % | ||||||
Moly Tech Limited | * | 14 | % | ||||||
* Represents less than 10% of the gross accounts receivable for the respective period end. | |||||||||
1Includes sales to Unihan, which was acquired by Pegatron in November 2013, for all periods presented. | |||||||||
Stock-based Compensation | Stock-based Compensation | ||||||||
The Company measures the cost of employee services received in exchange for equity incentive awards, including stock options, employee stock purchase rights, restricted stock units and restricted stock awards based on the grant date fair value of the award. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options and employee stock purchase rights granted to employees. The Company calculates the fair value of restricted stock units and restricted stock awards based on the fair market value of its Class A common stock on the grant date. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period. The Company recognizes compensation expense over the vesting period using the straight-line method and classifies these amounts in the statements of operations based on the department to which the related employee reports. | |||||||||
The Company accounts for stock options issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes option-pricing model. The fair value of options granted to non-employees is re-measured as they vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered. The Company calculates the fair value of restricted stock units issued to non-employees based on the fair market value of our Class A common stock on the grant date and the resulting stock-based compensation expense is recognized over the period during which the non-employee is required to provide services in exchange for the award, which is usually the vesting period. | |||||||||
Research and Development Expense | Research and Development | ||||||||
Costs incurred in connection with the development of the Company’s technology and future products are charged to research and development expense as incurred. | |||||||||
Income Taxes | Income Taxes | ||||||||
The Company provides for income taxes utilizing the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that is considered more likely than not that a tax benefit will not be realized. A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If the valuation allowance is released in a future period, income tax expense will be reduced accordingly. | |||||||||
The calculation of tax liabilities involves dealing with uncertainties in the application of complex global tax regulations. The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. | |||||||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company will continue to assess the need for a valuation allowance on the deferred tax asset by evaluating both positive and negative evidence that may exist. Any adjustment to the net deferred tax asset valuation allowance would be recorded in the income statement for the period that the adjustment is determined to be required. | |||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | ||||||||
Comprehensive income (loss) is defined as the change in equity (net assets) of a business entity during a period from transactions and other events and circumstances from nonowner sources. Other comprehensive income (loss) includes certain changes in equity that are excluded from net income (loss), such as unrealized holding gains and losses on available-for-sale investments, net of tax, and translation gains and losses. | |||||||||
Net Income (Loss) per Share | Net Income (Loss) per Share | ||||||||
Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A and Class B common stock outstanding during the period. For diluted net income (loss) per share, net income attributable to the Company is divided by the sum of the weighted average number of shares of Class A and Class B common stock outstanding and the potential number of shares of dilutive Class A and Class B common stock outstanding during the period. | |||||||||
Settlement and Legal Costs | Litigation and Settlement Costs | ||||||||
Legal costs are expensed as incurred. The Company is involved in disputes, litigation and other legal actions in the ordinary course of business. The Company continually evaluates uncertainties associated with litigation and records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the loss or range of loss can be reasonably estimated. | |||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company beginning in the first quarter of fiscal year 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the impact of adopting this new accounting standard on its financial statements. | |||||||||
In August 2014, the FASB issued new accounting guidance related to the disclosures around going concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This guidance will be effective for the Company beginning in the first quarter of fiscal year 2017. Early adoption is permitted. The Company does not expect the adoption of this standard to significantly impact its financial statements. | |||||||||
In November 2014, the FASB issued new accounting guidance related to business combinations. The new standard provides companies with the option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The election to apply pushdown accounting can be made either in the period in which the change of control occurred, or in a subsequent period. If the election is made in a subsequent period, it would be considered a change in accounting principle and treated in accordance with the guidance related to accounting changes and error corrections. This guidance is effective for the Company as of November 18, 2014. The adoption of this standard did not significantly impact the Company's financial statements. |
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Revenue by Major Customers by Reporting Segments | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Percentage of total net revenue | |||||||||
Arris1 | 31 | % | 28 | % | 28 | % | |||
Pace | * | * | 10 | % | |||||
* Represents less than 10% of the net revenue for the respective period. | |||||||||
1Includes sales to Motorola Home, which was acquired by Arris in April 2013, for all periods presented. | |||||||||
Schedule of Products Shipped to International Destination Representing Greater Than Ten Percent of Net Revenue | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Percentage of total net revenue | |||||||||
China | 71 | % | 68 | % | 58 | % | |||
Taiwan | * | * | 12 | % | |||||
Japan | * | * | 14 | % | |||||
Schedules of Balances Greater Than Ten Percent of Accounts Receivable | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Percentage of gross accounts receivable: | |||||||||
Pegatron Corporation1 | 41 | % | 38 | % | |||||
Sernet Technologies Corporation | 11 | % | * | ||||||
Kinpo International Limited | * | 19 | % | ||||||
Moly Tech Limited | * | 14 | % | ||||||
* Represents less than 10% of the gross accounts receivable for the respective period end. | |||||||||
1Includes sales to Unihan, which was acquired by Pegatron in November 2013, for all periods presented. |
Net_Income_Loss_Per_Share_Tabl
Net Income (Loss) Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Summary of Basic and Diluted Earnings Per Share | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator: | ||||||||||||
Net loss | $ | (7,041 | ) | $ | (12,733 | ) | $ | (13,252 | ) | |||
Denominator: | ||||||||||||
Weighted average common shares outstanding—basic | 36,472 | 34,012 | 33,198 | |||||||||
Dilutive common stock equivalents | — | — | — | |||||||||
Weighted average common shares outstanding—diluted | 36,472 | 34,012 | 33,198 | |||||||||
Net loss per share: | ||||||||||||
Basic | $ | (0.19 | ) | $ | (0.37 | ) | $ | (0.40 | ) | |||
Diluted | $ | (0.19 | ) | $ | (0.37 | ) | $ | (0.40 | ) |
Business_Combination_Tables
Business Combination (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Business Combinations [Abstract] | ||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date. The Company completed the purchase price allocation for its acquisition of Physpeed as of December 31, 2014. | |||
Financial assets | $ | 114 | ||
Accounts receivable | 447 | |||
Prepaid expenses | 28 | |||
Inventory | 69 | |||
Fixed assets | 56 | |||
Identifiable intangible assets | 10,000 | |||
Financial liabilities | (65 | ) | ||
Liability arising from potential earn-out consideration | (265 | ) | ||
Net deferred tax liability | (2,335 | ) | ||
Total identifiable net assets | 8,049 | |||
Goodwill | 1,201 | |||
$ | 9,250 | |||
The composition of financial instruments is as follows: | ||||
Consideration: | ||||
Cash | $ | 9,250 | ||
Fair value of total consideration transferred | $ | 9,250 | ||
Financial_Instruments_Tables
Financial Instruments (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Composition of Financial Instruments | The composition of financial instruments is as follows: | |||||||||||||||
31-Dec-14 | ||||||||||||||||
Amortized | Gross Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Assets | ||||||||||||||||
Money market funds | $ | 1,858 | $ | — | $ | — | $ | 1,858 | ||||||||
Government debt securities | 27,154 | 5 | (8 | ) | 27,151 | |||||||||||
Corporate debt securities | 31,543 | 3 | (42 | ) | 31,504 | |||||||||||
60,555 | 8 | (50 | ) | 60,513 | ||||||||||||
Less amounts included in cash and cash equivalents | (1,858 | ) | — | — | (1,858 | ) | ||||||||||
$ | 58,697 | $ | 8 | $ | (50 | ) | $ | 58,655 | ||||||||
December 31, 2013 | ||||||||||||||||
Amortized | Gross Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Money market funds | $ | 406 | $ | — | $ | — | $ | 406 | ||||||||
Government debt securities | 26,532 | 10 | (5 | ) | 26,537 | |||||||||||
Corporate debt securities | 33,355 | 17 | (4 | ) | 33,368 | |||||||||||
60,293 | 27 | (9 | ) | 60,311 | ||||||||||||
Less amounts included in cash and cash equivalents | (406 | ) | — | — | (406 | ) | ||||||||||
$ | 59,887 | $ | 27 | $ | (9 | ) | $ | 59,905 | ||||||||
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | ||||||||||||||||
Fair Value at December 31, 2014 | ||||||||||||||||
Liabilities | ||||||||||||||||
Contingent Consideration | $ | 265 | ||||||||||||||
Total | $ | 265 | ||||||||||||||
Financial Instruments Measured on Recurring Basis | The following table presents a summary of the Company’s financial instruments that are measured on a recurring basis: | |||||||||||||||
Fair Value Measurements at December 31, 2014 | ||||||||||||||||
Balance at | Quoted Prices | Significant | Significant | |||||||||||||
December 31, | in Active | Other | Unobservable | |||||||||||||
2014 | Markets for | Observable | Inputs | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets | ||||||||||||||||
Money market funds | $ | 1,858 | $ | 1,858 | $ | — | $ | — | ||||||||
Government debt securities | 27,151 | — | 27,151 | — | ||||||||||||
Corporate debt securities | 31,504 | — | 31,504 | — | ||||||||||||
$ | 60,513 | $ | 1,858 | $ | 58,655 | $ | — | |||||||||
Liabilities | ||||||||||||||||
Contingent consideration | $ | 265 | $ | — | $ | — | $ | 265 | ||||||||
$ | 265 | $ | — | $ | — | $ | 265 | |||||||||
Fair Value Measurements at December 31, 2013 | ||||||||||||||||
Balance at | Quoted Prices | Significant | Significant | |||||||||||||
December 31, | in Active | Other | Unobservable | |||||||||||||
2013 | Markets for | Observable | Inputs | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Money market funds | $ | 406 | $ | 406 | $ | — | $ | — | ||||||||
Government debt securities | 26,537 | — | 26,537 | — | ||||||||||||
Corporate debt securities | 33,368 | — | 33,368 | — | ||||||||||||
$ | 60,311 | $ | 406 | $ | 59,905 | $ | — | |||||||||
Balance_Sheet_Details_Tables
Balance Sheet Details (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Supplemental Balance Sheet Disclosures [Abstract] | ||||||||||
Cash, Cash Equivalents and Investments | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Cash and cash equivalents | $ | 20,696 | $ | 26,450 | ||||||
Short-term investments | 48,399 | 35,494 | ||||||||
Long-term investments | 10,256 | 24,410 | ||||||||
$ | 79,351 | $ | 86,354 | |||||||
Inventory | Inventory consists of the following: | |||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Work-in-process | $ | 4,169 | $ | 4,384 | ||||||
Finished goods | 6,689 | 5,648 | ||||||||
$ | 10,858 | $ | 10,032 | |||||||
Property and Equipment | Property and equipment consist of the following: | |||||||||
December 31, | ||||||||||
Useful Life | 2014 | 2013 | ||||||||
(in Years) | ||||||||||
Furniture and fixtures | 5 | $ | 735 | $ | 346 | |||||
Machinery and equipment | 3 -5 | 12,695 | 9,488 | |||||||
Masks and production equipment (1) | 2 | 8,672 | 4,764 | |||||||
Software | 3 | 905 | 743 | |||||||
Leasehold improvements (2) | 4 -5 | 4,451 | 924 | |||||||
Construction in progress | N/A | 276 | 82 | |||||||
27,734 | 16,347 | |||||||||
Less accumulated depreciation and amortization | (15,293 | ) | (10,836 | ) | ||||||
$ | 12,441 | $ | 5,511 | |||||||
(1) In the year ended December 31, 2013, the Company recorded an impairment charge of $1.1 million, reflected in cost of net revenue, related to the remaining net book value of production masks that were previously capitalized, but for which future use is no longer expected. | ||||||||||
(2) The Company has capitalized leasehold improvements and recognized a corresponding lease incentive obligation of $2.0 million related to the corporate headquarters in Carlsbad, California. The lease incentive obligation is being amortized over the remaining lease term as an offset to rent expense. Normal leasehold improvements related to the facility are recorded in leasehold improvements in the table above. | ||||||||||
Intangible Assets | Intangible assets consist of the following: | |||||||||
Weighted | December 31, | |||||||||
Average Amortization | ||||||||||
Period | 2014 | 2013 | ||||||||
(in Years) | ||||||||||
Licensed technology | 3 | $ | 2,821 | $ | 2,821 | |||||
Developed technology | 7 | 2,700 | — | |||||||
Less accumulated amortization | (2,435 | ) | (2,072 | ) | ||||||
3,086 | 749 | |||||||||
In-process research and development | 7,300 | — | ||||||||
$ | 10,386 | $ | 749 | |||||||
Amortization of Company's Intangible Assets | The following table presents future amortization of the Company’s intangible assets at December 31, 2014: | |||||||||
Amortization | ||||||||||
2015 | $ | 589 | ||||||||
2016 | 382 | |||||||||
2017 | 270 | |||||||||
2018 | 270 | |||||||||
2019 | 270 | |||||||||
Thereafter | 1,305 | |||||||||
Total | $ | 3,086 | ||||||||
Deferred Revenue and Deferred Profit | Deferred revenue and deferred profit consist of the following: | |||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Deferred revenue—rebates | $ | 21 | $ | 110 | ||||||
Deferred revenue—distributor transactions | 5,585 | 3,922 | ||||||||
Deferred cost of net revenue—distributor transactions | (1,994 | ) | (1,381 | ) | ||||||
$ | 3,612 | $ | 2,651 | |||||||
Price Protection Liability | Accrued price protection liability consists of the following activity: | |||||||||
Years Ended December | ||||||||||
2014 | 2013 | |||||||||
Beginning balance | $ | 15,017 | $ | 7,880 | ||||||
Charged as a reduction of revenue | 22,466 | 22,388 | ||||||||
Reversal of unclaimed rebates | (413 | ) | (50 | ) | ||||||
Payments | (27,052 | ) | (15,201 | ) | ||||||
Ending Balance | $ | 10,018 | $ | 15,017 | ||||||
Accrued Expenses | Accrued expenses and other current liabilities consist of the following: | |||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Accrued technology license payments | $ | 3,000 | $ | 3,000 | ||||||
Accrued professional fees | 422 | 390 | ||||||||
Accrued litigation costs | 560 | — | ||||||||
Other | 1,566 | 895 | ||||||||
$ | 5,548 | $ | 4,285 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Contractual Obligation, Fiscal Year Maturity Schedule | |||||||||||||
Operating Leases | Other Obligations | Inventory Purchase Obligations | |||||||||||
2015 | $ | 1,679 | $ | 3,250 | $ | 10,139 | |||||||
2016 | 1,381 | 908 | — | ||||||||||
2017 | 1,348 | — | — | ||||||||||
2018 | 1,017 | — | — | ||||||||||
2019 | 702 | — | — | ||||||||||
Total minimum annual payments | $ | 6,127 | $ | 4,158 | $ | 10,139 | |||||||
StockBased_Compensation_and_Em1
Stock-Based Compensation and Employee Benefit Plans (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Fair Values of Stock Options | Stock Options | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted-average grant date fair value per share | $ | 4.03 | $ | 3.24 | $ | 2.37 | |||||||
Risk-free interest rate | 1.7 | % | 0.71 | % | 0.88 | % | |||||||
Dividend yield | — | — | — | ||||||||||
Expected life (years) | 4.56 | 4.75 | 4.84 | ||||||||||
Volatility | 51 | % | 56 | % | 56 | % | |||||||
Fair Value of Employee Stock Purchase Rights | Employee Stock Purchase Rights | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted-average grant date fair value per share | $ 2.03 - $2.47 | $ 1.85 - $2.09 | $ 1.28 - $1.42 | ||||||||||
Risk-free interest rate | 0.05 - 0.07% | 0.09 - 0.10% | 0.14 - 0.15% | ||||||||||
Dividend yield | — | — | — | ||||||||||
Expected life (years) | 0.5 | 0.5 | 0.5 | ||||||||||
Volatility | 47.75 - 46.82% | 39.24 - 41.58% | 46.60 - 55.74% | ||||||||||
Stock-Based Compensation | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cost of net revenue | $ | 131 | $ | 108 | $ | 85 | |||||||
Research and development | 9,686 | 8,258 | 6,382 | ||||||||||
Selling, general and administrative | 5,191 | 4,620 | 3,517 | ||||||||||
$ | 15,008 | $ | 12,986 | $ | 9,984 | ||||||||
Summary of Stock Option Activity | |||||||||||||
Number of Options | Weighted-Average Exercise Price | Weighted-Average Contractual Term (in Years) | Aggregate Intrinsic Value | ||||||||||
Outstanding at December 31, 2013 | 3,704 | $ | 5.23 | ||||||||||
Granted | 419 | 9.23 | |||||||||||
Exercised | -96 | 2.76 | |||||||||||
Canceled | (64 | ) | 6.64 | ||||||||||
Outstanding at December 31, 2014 | 3,963 | $ | 5.69 | 4.59 | $ | 8,315 | |||||||
Vested and expected to vest at December 31, 2014 | 3,930 | $ | 5.68 | 4.59 | $ | 8,286 | |||||||
Exercisable at December 31, 2014 | 2,567 | $ | 5.1 | 4.21 | $ | 6,718 | |||||||
Summary of Restricted Stock Units and Restricted Stock Award Activity | |||||||||||||
Number of Shares | Weighted-Average Grant-Date Fair Value per Share | ||||||||||||
Outstanding at December 31, 2013 | 4,484 | $ | 6.4 | ||||||||||
Granted | 1,786 | 8.85 | |||||||||||
Vested | (2,467 | ) | 7.3 | ||||||||||
Canceled | (291 | ) | 6.57 | ||||||||||
Outstanding at December 31, 2014 | 3,512 | $ | 7 | ||||||||||
Schedule of Stock by Class Reserved for Further Issuance | |||||||||||||
31-Dec-14 | |||||||||||||
Stock options outstanding | 3,963 | ||||||||||||
Restricted stock units and restricted stock awards outstanding | 3,512 | ||||||||||||
Authorized for future grants under 2010 Equity Incentive Plan | 5,090 | ||||||||||||
Authorized for future issuance under 2010 Employee Stock Purchase Plan | 511 | ||||||||||||
Total | 13,076 | ||||||||||||
Income_Taxes_Income_Taxes_Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Components of Income (Loss) before Provision (Benefit) for Income Tax, Domestic and Foreign | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Domestic | $ | (9,631 | ) | $ | (12,770 | ) | $ | (11,918 | ) | |||
Foreign | 886 | 439 | (993 | ) | ||||||||
Loss before income taxes | $ | (8,745 | ) | $ | (12,331 | ) | $ | (12,911 | ) | |||
Components of Income Tax Expense (Benefit) | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 1 | — | — | |||||||||
Foreign | 577 | 574 | 351 | |||||||||
Total current | 578 | 574 | 351 | |||||||||
Deferred: | ||||||||||||
Federal | (3,341 | ) | (5,217 | ) | (4,162 | ) | ||||||
State | 253 | (1,174 | ) | (2,062 | ) | |||||||
Foreign | 54 | (166 | ) | — | ||||||||
Valuation allowance release due to acquisition | (2,335 | ) | — | — | ||||||||
Change in valuation allowance | 3,087 | 6,385 | 6,214 | |||||||||
Total deferred | (2,282 | ) | (172 | ) | (10 | ) | ||||||
Total income tax provision (benefit) | $ | (1,704 | ) | $ | 402 | $ | 341 | |||||
Effective Income Tax Rate Reconciliation | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Benefit at statutory rate | $ | (2,973 | ) | $ | (4,191 | ) | $ | (4,390 | ) | |||
State income taxes (net of federal benefit) | (391 | ) | 1 | (1,247 | ) | |||||||
Research and development credits | (66 | ) | (3,630 | ) | (858 | ) | ||||||
Foreign rate differential | (31 | ) | (80 | ) | 445 | |||||||
Stock compensation | 609 | 460 | 278 | |||||||||
Foreign deemed dividend | — | 835 | — | |||||||||
Estimated export compliance fines and penalties | — | — | (255 | ) | ||||||||
Uncertain tax positions | 304 | 266 | 199 | |||||||||
Permanent and other | 92 | 356 | (45 | ) | ||||||||
Valuation allowance release due to acquisition | (2,335 | ) | — | — | ||||||||
Valuation allowance | 3,087 | 6,385 | 6,214 | |||||||||
Total provision (benefit) for income taxes | $ | (1,704 | ) | $ | 402 | $ | 341 | |||||
Components of Deferred Tax Assets | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 9,924 | $ | 8,545 | ||||||||
Research and development credits | 12,783 | 12,718 | ||||||||||
Accrued expenses and other | 1,044 | 476 | ||||||||||
Accrued compensation | 994 | 1,686 | ||||||||||
Stock-based compensation | 4,516 | 2,732 | ||||||||||
Depreciation and amortization | 250 | 2,637 | ||||||||||
29,511 | 28,794 | |||||||||||
Less valuation allowance | (29,399 | ) | (28,628 | ) | ||||||||
Net deferred tax assets | $ | 112 | $ | 166 | ||||||||
Summary of Changes to Unrecognized Tax Benefits | ||||||||||||
Balance as of December 31, 2011 | $ | 3,020 | ||||||||||
Additions based on tax positions related to the current year | 725 | |||||||||||
Additions based on tax positions of prior year | 132 | |||||||||||
Decreases based on tax positions of prior year | (127 | ) | ||||||||||
Balance as of December 31, 2012 | 3,750 | |||||||||||
Additions based on tax positions related to the current year | 1,689 | |||||||||||
Additions based on tax positions of prior years | 23 | |||||||||||
Balance as of December 31, 2013 | 5,462 | |||||||||||
Additions based on tax positions related to the current year | 3,158 | |||||||||||
Additions based on tax positions of prior years | 2,188 | |||||||||||
Balance as of December 31, 2014 | $ | 10,808 | ||||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) Selected Quarterly Financial Data (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | ||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
(in thousands) | ||||||||||||||||
Net revenue | $ | 32,501 | $ | 35,592 | $ | 32,541 | $ | 32,478 | ||||||||
Gross profit | $ | 20,053 | $ | 22,246 | $ | 19,909 | $ | 19,750 | ||||||||
Net income (loss) | $ | (862 | ) | $ | (612 | ) | $ | (3,205 | ) | $ | (2,362 | ) | ||||
Net income (loss) per share: | ||||||||||||||||
Basic | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.09 | ) | $ | (0.06 | ) | ||||
Diluted | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.09 | ) | $ | (0.06 | ) | ||||
Year Ended December 31, 2013 | ||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
(in thousands) | ||||||||||||||||
Net revenue | $ | 26,534 | $ | 29,773 | $ | 31,765 | $ | 31,574 | ||||||||
Gross profit | $ | 16,712 | $ | 17,296 | $ | 19,831 | $ | 19,124 | ||||||||
Net income (loss) | $ | (2,300 | ) | $ (2,904)1 | $ (4,882)2 | $ | (2,647 | ) | ||||||||
Net income (loss) per share: | ||||||||||||||||
Basic | $ | (0.07 | ) | $ | (0.09 | ) | $ | (0.14 | ) | $ | (0.08 | ) | ||||
Diluted | $ | (0.07 | ) | $ | (0.09 | ) | $ | (0.14 | ) | $ | (0.08 | ) |
Organization_and_Summary_of_Si3
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Product Warranty Accrual | $0.10 | $0 |
Allowance for Doubtful Accounts Receivable | $0.10 | $0.10 |
Percentage of Revenue from Company's Distributors | 28.00% | 29.00% |
Term of Invoice of the Distributor | 30 days |
Organization_and_Summary_of_Si4
Organization and Summary of Significant Accounting Policies Significant Accounting Policies - Customers Greater Than Ten Percent of Net Revenue (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Arris Corporation | |||
Concentration Risk | |||
Percentage Of Net Revenues By Major Customer | 31.00% | 28.00% | 28.00% |
Pace Corporation | |||
Concentration Risk | |||
Percentage Of Net Revenues By Major Customer | 10.00% |
Organization_and_Summary_of_Si5
Organization and Summary of Significant Accounting Policies Significant Accounting Policies - Products Shipped to International Destinations Representing Greater Than Ten Percent of Net Revenue (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
China | |||
Information about Revenue and Geographic Areas | |||
Percentage of Revenue by Country | 71.00% | 68.00% | 58.00% |
Taiwan | |||
Information about Revenue and Geographic Areas | |||
Percentage of Revenue by Country | 12.00% | ||
Japan | |||
Information about Revenue and Geographic Areas | |||
Percentage of Revenue by Country | 14.00% |
Organization_and_Summary_of_Si6
Organization and Summary of Significant Accounting Policies Summary Of Revenue And Accounts Receivable Concentrations From Significant Customers (Details) | Dec. 31, 2014 | Dec. 31, 2013 |
Pegatron Corporation | ||
Revenue and Accounts Receivable Concentrations from Significant Customers | ||
Percent Representing Accounts Receivable | 41.00% | 38.00% |
Sernet Technologies Corporation [Member] | ||
Revenue and Accounts Receivable Concentrations from Significant Customers | ||
Percent Representing Accounts Receivable | 11.00% | |
Kinpo International Corporation [Member] [Member] | ||
Revenue and Accounts Receivable Concentrations from Significant Customers | ||
Percent Representing Accounts Receivable | 19.00% | |
Moly Tech Limited | ||
Revenue and Accounts Receivable Concentrations from Significant Customers | ||
Percent Representing Accounts Receivable | 14.00% |
Net_Income_Loss_Per_Share_Addi
Net Income (Loss) Per Share - Additional Information (Detail) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
class | |||
Earnings Per Share [Abstract] | |||
Total number of class of stock outstanding | 2 | ||
Common stock equivalents (shares) | 3.1 | 3.5 | 4.4 |
Net_Income_Loss_Per_Share_Summ
Net Income (Loss) Per Share - Summary of Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator: | |||||||||||
Net loss | ($2,362) | ($3,205) | ($612) | ($862) | ($2,647) | ($4,882) | ($2,904) | ($2,300) | ($7,041) | ($12,733) | ($13,252) |
Denominator: | |||||||||||
Weighted average common shares outstanding-basic (shares) | 36,472 | 34,012 | 33,198 | ||||||||
Dilutive common stock equivalents (shares) | 0 | 0 | 0 | ||||||||
Weighted average common shares outstanding-diluted (shares) | 36,472 | 34,012 | 33,198 | ||||||||
Net loss per share: | |||||||||||
Earnings Per Share, Basic | ($0.06) | ($0.09) | ($0.02) | ($0.02) | ($0.08) | ($0.14) | ($0.09) | ($0.07) | ($0.19) | ($0.37) | ($0.40) |
Earnings Per Share, Diluted | ($0.06) | ($0.09) | ($0.02) | ($0.02) | ($0.08) | ($0.14) | ($0.09) | ($0.07) | ($0.19) | ($0.37) | ($0.40) |
Business_Combination_Additiona
Business Combination Additional Information (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $1,201,000 | $0 | ||||
Stock based compensation | 15,008,000 | 12,986,000 | 9,984,000 | |||
Physpeed [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interests acquired | 100.00% | |||||
Payments to acquire businesses | 9,250,000 | |||||
Escrow deposit | 1,100,000 | |||||
Goodwill | 1,201,000 | |||||
Fair value of total consideration transferred | 9,250,000 | |||||
Acquisition related costs | 300,000 | |||||
Identifiable intangible assets | 10,000,000 | |||||
Average useful life | 7 years | |||||
Continued Employment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Quarterly installments | 200,000 | |||||
Separately recognized transactions, expenses and losses recognized | 100,000 | |||||
Working Capital Adjustment | 40,000 | |||||
Continued Employment [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Separately recognized transactions, expenses and losses recognized | 50,000 | 70,000 | ||||
Continued Employment [Member] | Physpeed [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration liability | 1,700,000 | |||||
Term of liability | 2 years | |||||
Earn-out Consideration [Member] | Physpeed [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration liability | 300,000 | |||||
Contingent consideration, high range of outcomes | 750,000 | |||||
Earn-out Consideration [Member] | Physpeed [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Base amount multiplied by revenue percent | 375,000 | 375,000 | ||||
Retention and Performance-based Agreements [Member] | Physpeed [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration, high range of outcomes | 3,250,000 | |||||
Developed Technology Rights [Member] | Physpeed [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets | 2,700,000 | |||||
In Process Research and Development [Member] | Physpeed [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets | 7,300,000 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 3,250,000 | |||||
Stock based compensation | 300,000 | |||||
Restricted Stock Units (RSUs) [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $1,625,000 | $1,625,000 | ||||
Maximum revenue to average company share price | 50.00% | 50.00% |
Business_Combination_Purchase_
Business Combination Purchase Price Allocation (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2014 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Goodwill | $1,201 | $0 | |
Physpeed [Member] | |||
Business Acquisition [Line Items] | |||
Financial assets | 114 | ||
Accounts receivable | 447 | ||
Prepaid expenses | 28 | ||
Inventory | 69 | ||
Fixed assets | 56 | ||
Identifiable intangible assets | 10,000 | ||
Financial liabilities | -65 | ||
Financial liabilities | -265 | ||
Net deferred tax liability | -2,335 | ||
Total identifiable net assets | 8,049 | ||
Goodwill | 1,201 | ||
Assets acquired, goodwill, and liabilities assumed, net | $9,250 |
Financial_Instruments_Composit
Financial Instruments - Composition of Financial Instruments (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $60,555,000 | $60,293,000 |
Gross unrealized gains | 8,000 | 27,000 |
Gross unrealized losses | -50,000 | -9,000 |
Fair Value | 60,513,000 | 60,311,000 |
Cash and cash equivalents [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,858,000 | 406,000 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | 0 | 0 |
Fair Value | 1,858,000 | 406,000 |
Investments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 58,697,000 | 59,887,000 |
Gross unrealized gains | 8,000 | 27,000 |
Gross unrealized losses | -50,000 | -9,000 |
Fair Value | 58,655,000 | 59,905,000 |
US Government Agencies Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 27,154,000 | 26,532,000 |
Gross unrealized gains | 5,000 | 10,000 |
Gross unrealized losses | -8,000 | -5,000 |
Fair Value | 27,151,000 | 26,537,000 |
Corporate debt securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 31,543,000 | 33,355,000 |
Gross unrealized gains | 3,000 | 17,000 |
Gross unrealized losses | -42,000 | -4,000 |
Fair Value | 31,504,000 | 33,368,000 |
Money market funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,858,000 | 406,000 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | 0 | 0 |
Fair Value | $1,858,000 | $406,000 |
Financial_Instruments_Addition
Financial Instruments - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
debt_security | ||
Debt Instrument [Line Items] | ||
Number of corporate debt securities in an unrealized loss position | 23 | |
Fair value of corporate debt in an unrealized loss position | $35,800,000 | |
Available-for-sale securities, gross unrealized loss accumulated in investments | 50,000 | 9,000 |
Transfer of securities, Level 1 | 0 | |
Transfer of securities, Level 2 | 0 | |
Transfer of securities, Level 3 | $0 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Due date of company's long term available for sale securities | 1 year | |
Fair Value Inputs, Discount Rate | 0.33% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Period of unrealized loss position | 12 months | |
Due date of company's long term available for sale securities | 2 years | |
Fair Value Inputs, Discount Rate | 0.54% |
Financial_Instruments_Financia
Financial Instruments - Financial Instruments Measured on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | $60,513,000 | $60,311,000 |
Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 1,858,000 | 406,000 |
Fair Value Measurements Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 1,858,000 | 406,000 |
Liabilities | 0 | |
Fair Value Measurements Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | US Government Agencies Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 0 | 0 |
Fair Value Measurements Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Corporate debt securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 0 | 0 |
Fair Value Measurements Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 1,858,000 | 406,000 |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 58,655,000 | 59,905,000 |
Liabilities | 0 | |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | US Government Agencies Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 27,151,000 | 26,537,000 |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Corporate debt securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 31,504,000 | 33,368,000 |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 0 | 0 |
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 0 | 0 |
Liabilities | 265,000 | |
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | US Government Agencies Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 0 | 0 |
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Corporate debt securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 0 | 0 |
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 0 | 0 |
Contingent Consideration [Member] | Fair Value Measurements Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | |
Contingent Consideration [Member] | Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | |
Contingent Consideration [Member] | Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 265,000 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value Measurements Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 60,513,000 | 60,311,000 |
Liabilities | 265,000 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value Measurements Recurring [Member] | US Government Agencies Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 27,151,000 | 26,537,000 |
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value Measurements Recurring [Member] | Corporate debt securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 31,504,000 | 33,368,000 |
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value Measurements Recurring [Member] | Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, available-for-sale securities | 1,858,000 | 406,000 |
Estimate of Fair Value, Fair Value Disclosure [Member] | Contingent Consideration [Member] | Fair Value Measurements Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $265,000 |
Balance_Sheet_Details_Balance_
Balance Sheet Details Balance Sheer Details - Cash and Investments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Supplemental Balance Sheet Disclosures [Abstract] | ||||
Cash and cash equivalents | $20,696 | $26,450 | $21,810 | $28,026 |
Short-term investments, available-for-sale | 48,399 | 35,494 | ||
Long-term investments, available-for-sale | 10,256 | 24,410 | ||
Total Investments and Cash | $79,351 | $86,354 |
Balance_Sheet_Details_Inventor
Balance Sheet Details - Inventory (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Supplemental Balance Sheet Disclosures [Abstract] | ||
Work-in-process | $4,169 | $4,384 |
Finished goods | 6,689 | 5,648 |
Inventory Total | $10,858 | $10,032 |
Balance_Sheet_Details_Property
Balance Sheet Details - Property and Equipment (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | $16,347,000 | $27,734,000 | |
Less accumulated depreciation and amortization | -10,836,000 | -15,293,000 | |
Property and equipment, net | 5,511,000 | 12,441,000 | |
Production Mask Impairment Charge | 1,100,000 | 1,100,000 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Property and equipment, Gross | 346,000 | 735,000 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | 9,488,000 | 12,695,000 | |
Machinery and equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Machinery and equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Masks and production equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 2 years | ||
Property and equipment, Gross | 4,764,000 | 8,672,000 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Property and equipment, Gross | 743,000 | 905,000 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | 924,000 | 4,451,000 | |
Leasehold improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 4 years | ||
Leasehold improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | 82,000 | 276,000 | |
CALIFORNIA | |||
Property, Plant and Equipment [Line Items] | |||
Incentive to Lessee | $2,000,000 |
Balance_Sheet_Details_Intangib
Balance Sheet Details - Intangible Assets (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles assets, Gross | $3,086 | $749 |
Less accumulated amortization | -2,435 | -2,072 |
Total | 10,386 | 749 |
Licensed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period in years | 3 years | |
Intangibles assets, Gross | 2,821 | 2,821 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period in years | 7 years | |
Intangibles assets, Gross | 2,700 | 0 |
In Process Research and Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles assets, Gross | $7,300 | $0 |
Balance_Sheet_Details_Amortiza
Balance Sheet Details - Amortization of Company's Intangible Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Supplemental Balance Sheet Disclosures [Abstract] | ||
2015 | $589 | |
2016 | 382 | |
2017 | 270 | |
2018 | 270 | |
2019 | 270 | |
Thereafter | 1,305 | |
Total | $3,086 | $749 |
Balance_Sheet_Details_Deferred
Balance Sheet Details - Deferred Revenue and Deferred Profit (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Supplemental Balance Sheet Disclosures [Abstract] | ||
Deferred revenue-rebates | $21 | $110 |
Deferred revenue | 5,585 | 3,922 |
Deferred cost of net revenue | -1,994 | -1,381 |
Deferred revenue and deferred profit | $3,612 | $2,651 |
Balance_Sheet_Details_Balance_1
Balance Sheet Details Balance Sheet Details- Accrued Price Protection Liability (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Accrued Price Protection Rebate Activity [Roll Forward] | ||
Begining Balance | $15,017 | $7,880 |
Price Protection Rebate Charges | 22,466 | 22,388 |
Reversal Of Unclaimed Rebates | -413 | -50 |
Price Protection payments | -27,052 | -15,201 |
Ending Balance | $10,018 | $15,017 |
Balance_Sheet_Details_Accrued_
Balance Sheet Details - Accrued Expenses (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Supplemental Balance Sheet Disclosures [Abstract] | ||
Accrued technology license payments | $3,000 | $3,000 |
Accrued professional fees | 422 | 390 |
Accrued litigation costs | 560 | 0 |
Other | 1,566 | 895 |
Total | $5,548 | $4,285 |
Balance_Sheet_Details_Balance_2
Balance Sheet Details Balance Sheet Details - Goodwill (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2014 |
In Thousands, unless otherwise specified | |||
Goodwill [Line Items] | |||
Goodwill | $1,201 | $0 | |
Physpeed [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $1,200 |
Commitments_and_Contingencies_1
Commitments and Contingencies Commitments and Contingencies-Additional Details (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Jan. 31, 2010 | 31-May-09 | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Number Of Lease | 2 | |||||
Operating Leases, Rent Expense | $1.70 | $1.40 | $1.20 | |||
Litigation Settlement, Amount | 1.25 | 1.25 | ||||
Reduction Of Penalties Fines | 0.9 | |||||
Export Compliance Matter Expenses | 0.3 | |||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 5 years 0 months 0 days | 5 years 6 months 0 days | ||||
Additional Lease Term Period | 5 years 0 months 0 days | |||||
Lease Agreements One [Member] | ||||||
Lease Expiration Date | 22-Jan-14 | |||||
Commencing Date Of Lease Agreement Date | 1-Jun-09 | |||||
Lease Agreements Two [Member] | ||||||
Lease Expiration Date | 31-Mar-14 | |||||
Commencing Date Of Lease Agreement Date | 1-Sep-09 | |||||
CALIFORNIA | ||||||
Incentive to Lessee | $2 |
Commitments_and_Contingencies_2
Commitments and Contingencies Commitments and Contingencies - Future Minimum Annual PayCommitments and Contingencies - Future Minimum Annual Payments Under Non-Cancelable Operating Leases, Other Obligations and Inventory Purchase Obligations (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitment And Contingencies [Line Items] | |
Operating Leases, Future Minimum Payments Due in 2015 | $1,679 |
Operating Leases, Future Minimum Payments Due in 2016 | 1,381 |
Operating Leases, Future Minimum Payments Due in 2017 | 1,348 |
Operating Leases, Future Minimum Payments Due in 2018 | 1,017 |
Operating Leases, Future Minimum Payments Due in 2019 | 702 |
Operating Leases, Total Future Minimum Payments Due | 6,127 |
Other Commitments, Due in 2015 | 3,250 |
Other Commitments, Due in 2016 | 908 |
Other Commitments, Due in 2017 | 0 |
Other Commitments, Due in 2018 | 0 |
Other Commitments, Due in 2019 | 0 |
Total Other Commitments Due | 4,158 |
Inventory Purchase Obligations, Due in 2015 | 10,139 |
Inventory Purchase Obligations, Due in 2016 | 0 |
Inventory Purchase Obligations, Due in 2017 | 0 |
Inventory Purchase Obligations, Due in 2018 | 0 |
Inventory Purchase Obligations, Due in 2019 | 0 |
Inventory Purchase Obligations Total Minimum Payments Due | $10,139 |
StockBased_Compensation_and_Em2
Stock-Based Compensation and Employee Benefit Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 9-May-14 | 3-May-13 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Intrinsic value of restricted stock units, vested | $21,900,000 | $14,900,000 | $3,200,000 | ||
Intrinsic value of options exercised | 600,000 | 300,000 | 2,100,000 | ||
Restricted stock units issued in the period | 1,786,000 | 1,000,000 | |||
Shares issed upon settlement of executive bonus plan | 600,000 | 800,000 | |||
Common stock, shares authorized (shares) | 550,000,000 | 550,000,000 | |||
Stock repurchased and retired during the period, shares | 0 | ||||
Share based compensation expense exchange offer | 7,300,000 | ||||
Incremental value attributable to modification of options | 1,800,000 | ||||
Stock repurchased and retired during the period, value | -12,076,000 | ||||
Share-based compensation expense related to non-employee | 100,000 | 200,000 | 800,000 | ||
Intrinsic value of restricted stock units, outstanding | 26,000,000 | ||||
Accrual of bonus awards recorded for employees | 3,100,000 | ||||
Class A Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, shares authorized (shares) | 500,000,000 | 500,000,000 | |||
Voting rights per share | 1 | ||||
Stock repurchased and retired during the period, shares | -1,152,000 | ||||
Eligible options to purchase shares | 1,300,000 | ||||
Class B Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, shares authorized (shares) | 500,000,000 | 500,000,000 | |||
Voting rights per share | 10 | ||||
Right to appoint directors number of directors | 2 | ||||
Stock repurchased and retired during the period, shares | -1,000,000 | ||||
Eligible options to purchase shares | 600,000 | ||||
2010 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period for new restricted stock units | 4 years 0 months 0 days | ||||
Term of option granted, minimum | 7 years 0 months 0 days | ||||
Term of option granted, maximum | 10 years 0 months 0 days | ||||
2010 Equity Incentive Plan [Member] | Class A Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase in common stock reserved for issuance | 2,600,000 | ||||
Percentage of outstanding shares of common stock | 4.00% | ||||
2010 Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contribution of earnings by employees | 15.00% | ||||
Percentage of purchase of common stock | 85.00% | ||||
Increase in common stock reserved for issuance | 1,000,000 | ||||
Percentage of outstanding shares of common stock | 1.25% | ||||
Maximum duration of employee stock purchase plan | 27 months | ||||
Percentage of common stock at the date of purchase | 85.00% | ||||
Unvested Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized compensation cost | 3,100,000 | ||||
Weighted average period over equity awards expected to vest | 2 years 1 month 21 days | ||||
RSU and RSA | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized compensation cost | $18,100,000 | ||||
Weighted average period over equity awards expected to vest | 2 years 2 months 16 days |
StockBased_Compensation_and_Em3
Stock-Based Compensation and Employee Benefit Plans - Fair Value of Stock Options (Detail) (Stock Options [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value per share (usd per share) | $4.03 | $3.24 | $2.37 |
Risk-free interest rate | 1.70% | 0.71% | 0.88% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (years) | 4 years 6 months 22 days | 4 years 9 months 1 day | 4 years 10 months 1 day |
Volatility | 51.00% | 56.00% | 56.00% |
StockBased_Compensation_and_Em4
Stock-Based Compensation and Employee Benefit Plans Fair Value of Employee Stock Purchase Rights (Details) (Two Thousand Ten Employee Stock Purchase Plan [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (years) | 6 months | 6 months | 6 months |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value per share (usd per share) | 2.03 | 1.85 | 1.28 |
Risk-free interest rate | 0.05% | 0.09% | 0.14% |
Volatility | 47.75% | 34.24% | 46.60% |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value per share (usd per share) | 2.47 | 2.09 | 1.42 |
Risk-free interest rate | 0.07% | 0.10% | 0.15% |
Volatility | 46.82% | 41.58% | 55.74% |
StockBased_Compensation_and_Em5
Stock-Based Compensation and Employee Benefit Plans - Stock-Based Compensation (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock based compensation | $15,008 | $12,986 | $9,984 |
Cost of net revenue [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock based compensation | 131 | 108 | 85 |
Research and development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock based compensation | 9,686 | 8,258 | 6,382 |
Selling, general and administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock based compensation | $5,191 | $4,620 | $3,517 |
StockBased_Compensation_and_Em6
Stock-Based Compensation and Employee Benefit Plans Summary of Stock Option Activity (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Schedule of Stock Option Activity[Roll Forward] | |
Number of options outstanding, beginning balance | 3,704 |
Stock options granted in the period (shares) | 419 |
Stock options exercised in period (shares) | -96 |
Stock options canceled in the period (shares) | -64 |
Number of options outstanding, ending balance | 3,963 |
Schedule of Stock Option, Weighted Average Exercise Price[Roll Foward] | |
Outstanding, weighted-average exercise price-beginning | $5.23 |
Weighted-average exercise price, granted | $9.23 |
Weighted-average exercise price, exercised | $2.76 |
Weighted-average exercise price, canceled | $6.64 |
Outstanding, weighted-average exercise price-ending | $5.69 |
Schedule of Stock Option Activity, Additional Disclosures | |
Stock options vested and expected to vest (shares) | 3,930 |
Stock options exercisable(shares) | 2,567 |
Outstanding, weighted-average contractual term(years) | 4 years 7 months 2 days |
Vested and expected to vest, weighted-average contractual term(years) | 4 years 7 months 2 days |
Exercisable, weighted-average contractual term(years) | 4 years 2 months 16 days |
Weighted-average exercise price, vested and expected to vest | $5.68 |
Weighted-average exercise price, exercisable | $5.10 |
Outstanding aggregate intrinsic value | $8,315 |
Vested and expected to vest, aggregate intrinsic value | 8,286 |
Exercisable, aggregate intrinsic value | $6,718 |
StockBased_Compensation_and_Em7
Stock-Based Compensation and Employee Benefit Plans Summary of Restricted Stock Units and Restricted Stock Award Activity (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2012 |
Schedule of Non-vested Restricted Stock Units and Restricted Stock Awards[Roll Forward] | ||
Number of shares outstanding, beginning balance | 4,484 | |
Number of shares, granted | 1,786 | 1,000 |
Number of shares, vested | -2,467 | |
Number of shares, canceled | -291 | |
Number of shares outstanding, ending balance | 3,512 | |
Schedule of Non-Vested Restricted Stock Units and Restricted Stock Awards Weighted Average Grant Date Fair Value [Roll Fowards] | ||
Weighted-average grant date fair value outstanding, beginning | $6.40 | |
Weighted-average grant date fair value, granted | $8.85 | |
Weighted-average grant date fair value, vested | $7.30 | |
Weighted-average grant date fair value, canceled | $6.57 | |
Weighted-average grant date fair value outstanding, ending | $7 |
StockBased_Compensation_and_Em8
Stock-Based Compensation and Employee Benefit Plans Common Stock Reserved for Future Issuance (Details) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding, ending balance | 3,963 | 3,704 |
Number of RSU/RSA outstanding | 3,512 | 4,484 |
Total common stock shares reserved for future issuance | 13,076 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding, ending balance | 3,963 | |
Restricted Stock Unit and Restricted Stock Award [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of RSU/RSA outstanding | 3,512 | |
2010 Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock reserved for further issuance | 511 | |
2010 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock reserved for further issuance | 5,090 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax [Line Items] | ||||
Stock-based compensation | $15,008,000 | $12,986,000 | $9,984,000 | |
Federal tax credit carryforward expiration date | 12/31/24 | |||
Federal alternative minimum tax credit carryforward | 200,000 | |||
Deferred tax assets, valuation allowance, noncurrent | 6,700,000 | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | -3,087,000 | -6,385,000 | -6,214,000 | |
Valuation allowance release due to acquisition | 2,335,000 | 0 | 0 | |
Unrecognized tax benefits | 10,808,000 | 5,462,000 | 3,750,000 | 3,020,000 |
Unrecognized tax benefits that would impact effective tax rate | 8,900,000 | |||
Taxable income adjustment from tax examination | 0 | |||
Income tax penalties and interest accrued | 100,000 | |||
Federal Tax | ||||
Income Tax [Line Items] | ||||
Operating Loss Carryforwards | 36,200,000 | |||
Stock-based compensation | 11,700,000 | |||
Operating loss carryforwards, expiration dates | 31-Dec-26 | |||
Tax credit carryforward, amount | 10,400,000 | |||
State Tax | ||||
Income Tax [Line Items] | ||||
Operating Loss Carryforwards | 31,000,000 | |||
Stock-based compensation | 3,800,000 | |||
Operating loss carryforwards, expiration dates | 31-Dec-18 | |||
Tax credit carryforward, amount | 11,000,000 | |||
Physpeed [Member] | ||||
Income Tax [Line Items] | ||||
Valuation allowance release due to acquisition | 2,300,000 | |||
Physpeed [Member] | Federal Tax | ||||
Income Tax [Line Items] | ||||
Operating Loss Carryforwards | $3,900,000 |
Income_Taxes_Income_Taxes_Comp
Income Taxes Income Taxes - Components of Income (Loss) Before Provision (Benefit) from Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule Of Income Before Income Tax Domestic And Foreign [Line Items] | |||
Domestic | ($9,631) | ($12,770) | ($11,918) |
Foreign | 886 | 439 | -993 |
Loss before income taxes | ($8,745) | ($12,331) | ($12,911) |
Income_Taxes_Income_Taxes_Comp1
Income Taxes Income Taxes - Components of Income Tax Provision (Benefit) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current Income Tax Expense (Benefit) | |||
Current, federal | $0 | $0 | $0 |
Current, state | 1 | 0 | 0 |
Current, foreign | 577 | 574 | 351 |
Total current | 578 | 574 | 351 |
Deferred Income Tax Expense (Benefit) | |||
Deferred, federal | -3,341 | -5,217 | -4,162 |
Deferred, state | 253 | -1,174 | -2,062 |
Deferred, foreign | 54 | -166 | 0 |
Valuation allowance release due to acquisition | -2,335 | 0 | 0 |
Change in valuation allowance, deferred | 3,087 | 6,385 | 6,214 |
Total deferred | -2,282 | -172 | -10 |
Total income tax provision (benefit) | ($1,704) | $402 | $341 |
Income_Taxes_Income_Taxes_Effe
Income Taxes Income Taxes - Effective Income Tax Rate Reconciliation (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Reconciliation [Line Items] | |||
Provision (benefit) at statutory rate | ($2,973) | ($4,191) | ($4,390) |
State income tax (net of federal benefit) | -391 | 1 | -1,247 |
Research and development credits | -66 | -3,630 | -858 |
Foreign rate differential | -31 | -80 | 445 |
Stock compensation | 609 | 460 | 278 |
Foreign dividend | 0 | 835 | 0 |
Estimated export compliance fines and penalties | 0 | 0 | -255 |
Uncertain tax position | 304 | 266 | 199 |
Permanent and other | 92 | 356 | -45 |
Valuation allowance release due to acquisition | -2,335 | 0 | 0 |
Valuation allowance | 3,087 | 6,385 | 6,214 |
Total income tax provision (benefit) | ($1,704) | $402 | $341 |
Income_Taxes_Income_Taxes_Comp2
Income Taxes Income Taxes - Components of Deferred Income Tax Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets, Net [Abstract] | ||
Net operating loss carryforwards | $9,924 | $8,545 |
Research and development credits | 12,783 | 12,718 |
Accrued expenses and other | 1,044 | 476 |
Employee compensation | 994 | 1,686 |
Stock-Based compensation | 4,516 | 2,732 |
Deferred tax assets, depreciation and amortization | 250 | 2,637 |
Deferred tax assets, gross | 29,511 | 28,794 |
Less valuation allowance | -29,399 | -28,628 |
Deferred Tax Assets, Net | $112 | $166 |
Income_Taxes_Income_Taxes_Summ
Income Taxes Income Taxes - Summary of Changes to Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits[Roll Forward] | |||
Unrecognized tax benefits, beginning balance | $5,462 | $3,750 | $3,020 |
Additions based on tax positions related to the current year | 3,158 | 1,689 | 725 |
Additions based on tax positions related to the prior years | 2,188 | 23 | 132 |
Decrease based on tax positions related to the prior years | -127 | ||
Unrecognized tax benefits, ending balance | $10,808 | $5,462 | $3,750 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) Selected Quarterly Financial Data-Additional Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Production Mask Impairment Charge | $1,100,000 | $1,100,000 | |||||||||
Net revenue | 32,478,000 | 32,541,000 | 35,592,000 | 32,501,000 | 31,574,000 | 31,765,000 | 29,773,000 | 26,534,000 | 133,112,000 | 119,646,000 | 97,728,000 |
Gross Profit | 19,750,000 | 19,909,000 | 22,246,000 | 20,053,000 | 19,124,000 | 19,831,000 | 17,296,000 | 16,712,000 | 81,958,000 | 72,963,000 | 60,646,000 |
Net loss | -2,362,000 | -3,205,000 | -612,000 | -862,000 | -2,647,000 | -4,882,000 | -2,904,000 | -2,300,000 | -7,041,000 | -12,733,000 | -13,252,000 |
Earnings Per Share, Basic | ($0.06) | ($0.09) | ($0.02) | ($0.02) | ($0.08) | ($0.14) | ($0.09) | ($0.07) | ($0.19) | ($0.37) | ($0.40) |
Earnings Per Share, Diluted | ($0.06) | ($0.09) | ($0.02) | ($0.02) | ($0.08) | ($0.14) | ($0.09) | ($0.07) | ($0.19) | ($0.37) | ($0.40) |
Litigation Settlement, Amount | $1,250,000 | $1,250,000 |
Subsequent_Event_Subsequent_Ev1
Subsequent Event Subsequent Event - Additional Information (Detail) (USD $) | 0 Months Ended | |||
Feb. 03, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 09, 2015 | |
claim | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value (usd per share) | $0.00 | $0.00 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash paid per share | $1.20 | |||
Class A Common Stock | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value (usd per share) | $0.00 | $0.00 | ||
Class A Common Stock | Entropic Communications [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Share conversion rate | 0.22 | |||
Common stock, par value (usd per share) | $0.00 | |||
CALIFORNIA | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Loss Contingency, Pending Claims, Number | 2 |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts Schedule II - Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation Allowances and Reserves, Beginning Balance | $57 | $132 | $0 |
Valuation Allowances and Reserves, Deductions | 0 | -75 | 0 |
Valuation Allowances and Reserves, Charged to Cost and Expense | 0 | 0 | 132 |
Valuation Allowances and Reserves, Ending Balance | 57 | 57 | 132 |
Inventory Valuation Reserve [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation Allowances and Reserves, Beginning Balance | 533 | 152 | 117 |
Valuation Allowances and Reserves, Deductions | -222 | -152 | -92 |
Valuation Allowances and Reserves, Charged to Cost and Expense | 39 | 533 | 127 |
Valuation Allowances and Reserves, Ending Balance | 350 | 533 | 152 |
Valuation Allowance of Deferred Tax Assets [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation Allowances and Reserves, Beginning Balance | 28,628 | 22,243 | 16,029 |
Valuation Allowances and Reserves, Deductions | -2,335 | 0 | 0 |
Valuation Allowances and Reserves, Charged to Cost and Expense | 3,106 | 6,385 | 6,214 |
Valuation Allowances and Reserves, Ending Balance | $29,399 | $28,628 | $22,243 |