Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 23, 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-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Class A Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 31,364,229 | |
Class B Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,970,834 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $22,769 | $20,696 |
Short-term investments, available-for-sale | 42,173 | 48,399 |
Accounts receivable, net | 20,666 | 18,523 |
Inventory | 12,849 | 10,858 |
Prepaid expenses and other current assets | 3,574 | 2,438 |
Total current assets | 102,031 | 100,914 |
Property and equipment, net | 11,264 | 12,441 |
Long-term investments, available-for-sale | 16,332 | 10,256 |
Intangible assets, net | 10,191 | 10,386 |
Goodwill | 1,201 | 1,201 |
Other long-term assets | 490 | 513 |
Total assets | 141,509 | 135,711 |
Current liabilities: | ||
Accounts payable | 7,526 | 7,509 |
Deferred revenue and deferred profit | 3,633 | 3,612 |
Accrued price protection liability | 12,665 | 10,018 |
Accrued expenses and other current liabilities | 7,601 | 5,548 |
Accrued compensation | 8,433 | 6,559 |
Total current liabilities | 39,858 | 33,246 |
Other long-term liabilities | 3,522 | 3,363 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Common stock | 0 | 0 |
Additional paid-in capital | 181,614 | 177,912 |
Accumulated other comprehensive income (loss) | 22 | -25 |
Accumulated deficit | -83,511 | -78,789 |
Total stockholders’ equity | 98,129 | 99,102 |
Total liabilities and stockholders’ equity | 141,509 | 135,711 |
Class A Common Stock [Member] | ||
Stockholders’ equity: | ||
Common stock | 3 | 3 |
Class B Common Stock [Member] | ||
Stockholders’ equity: | ||
Common stock | $1 | $1 |
CONSOLIDATED_BALANCE_SHEETS_UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 [Member] | ||
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) | 30,259,000 | 27,002,000 |
Common stock, shares outstanding (shares) | 30,259,000 | 27,002,000 |
Class B Common Stock [Member] | ||
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) | 7,016,000 | 8,338,000 |
Common stock, shares outstanding (shares) | 7,016,000 | 8,338,000 |
UNAUDITED_CONSOLIDATED_STATEME
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Net revenue | $35,396 | $32,501 |
Cost of net revenue | 13,725 | 12,448 |
Gross profit | 21,671 | 20,053 |
Operating expenses: | ||
Research and development | 15,281 | 13,095 |
Selling, general and administrative | 10,944 | 7,761 |
Total operating expenses | 26,225 | 20,856 |
Loss from operations | -4,554 | -803 |
Interest income | 70 | 61 |
Interest expense | 0 | 0 |
Other expense, net | -34 | -12 |
Loss before provision for income taxes | -4,518 | -754 |
Provision for income taxes | 204 | 108 |
Net loss | ($4,722) | ($862) |
Net loss per share: | ||
Basic (usd per share) | ($0.12) | ($0.02) |
Diluted (usd per share) | ($0.12) | ($0.02) |
Shares used to compute net loss per share: | ||
Basic (shares) | 38,015 | 35,369 |
Diluted (shares) | 38,015 | 35,369 |
UNAUDITED_CONSOLIDATED_STATEME1
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net loss | ($4,722) | ($862) |
Other comprehensive income (loss), net of tax: | ||
Unrealized gain (loss) on investments, net of tax of $0 for the three months ended March 31, 2015 and 2014, respectively | 35 | -1 |
Foreign currency translation adjustments, net of tax of $0 for the three months ended March 31, 2015 and 2014, respectively | 12 | -1 |
Other comprehensive income (loss) | 47 | -2 |
Total comprehensive loss | ($4,675) | ($864) |
UNAUDITED_CONSOLIDATED_STATEME2
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Other comprehensive income (loss), Unrealized Holding Gain (Loss) on Securities Arising During the Period, tax | $0 | $0 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $0 | $0 |
UNAUDITED_CONSOLIDATED_STATEME3
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating Activities | ||
Net loss | ($4,722) | ($862) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Amortization and depreciation | 1,639 | 1,134 |
Amortization of investment premiums, net | 149 | 210 |
Stock-based compensation | 3,719 | 3,393 |
Deferred income tax expense (benefit) | 0 | 11 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -2,143 | -1,320 |
Inventory | -1,991 | -1,010 |
Prepaid and other assets | -416 | -42 |
Accounts payable, accrued expenses and other current liabilities | 2,832 | 590 |
Accrued compensation | 1,874 | 2,039 |
Deferred revenue and deferred profits | 21 | 529 |
Accrued price protection liability | 2,647 | -637 |
Other long-term liabilities | 159 | 56 |
Net cash provided by operating activities | 3,768 | 4,091 |
Investing Activities | ||
Purchases of property and equipment | -1,024 | -1,445 |
Purchases of available-for-sale securities | -16,153 | -18,699 |
Maturities of available-for-sale securities | 16,190 | 18,195 |
Net cash used in investing activities | -987 | -1,949 |
Financing Activities | ||
Net proceeds from issuance of common stock | 248 | 49 |
Minimum tax withholding paid on behalf of employees for restricted stock units | -265 | -136 |
Payments of Stock Issuance Costs | -697 | 0 |
Net cash used in financing activities | -714 | -87 |
Effect of exchange rate changes on cash and cash equivalents | 6 | -5 |
Increase in cash and cash equivalents | 2,073 | 2,050 |
Cash and cash equivalents at beginning of period | 20,696 | 26,450 |
Cash and cash equivalents at end of period | 22,769 | 28,500 |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for income taxes | 55 | 17 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | ||
Accrued purchases of property and equipment | $87 | $2,009 |
Net_Loss_Per_Share
Net Loss Per Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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. | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Numerator: | ||||||||
Net loss | $ | (4,722 | ) | $ | (862 | ) | ||
Denominator: | ||||||||
Weighted average common shares outstanding—basic | 38,015 | 35,369 | ||||||
Dilutive common stock equivalents | — | — | ||||||
Weighted average common shares outstanding—diluted | 38,015 | 35,369 | ||||||
Net loss per share: | ||||||||
Basic | $ | (0.12 | ) | $ | (0.02 | ) | ||
Diluted | $ | (0.12 | ) | $ | (0.02 | ) | ||
The Company excluded 3.3 million and 3.0 million common stock equivalents for the three months ended March 31, 2015 and 2014, respectively, resulting from outstanding equity awards for the calculation of diluted net loss per share due to their anti-dilutive nature. |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Accounting Policies [Text Block] | 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. | |
Acquisition of Entropic Communications, Inc. | |
On April 30, 2015, the Company completed its acquisition of Entropic Communications, Inc. (Entropic). Pursuant to the terms of the merger agreement dated as of February 3, 2015, by and among the Company, Entropic, and two wholly-owned subsidiaries of the Company, all of the Entropic outstanding shares were converted into the right to receive consideration consisting of cash and shares of the Company’s Class A common stock. The Company paid an aggregate of approximately $111.0 million and issued an aggregate of 20.4 million shares of the Company’s Class A common stock, to the stockholders of Entropic. In addition, the Company assumed all outstanding Entropic stock options and unvested restricted stock units that were held by continuing service providers (as defined in the merger agreement). The Company has not made all of the remaining disclosures required by ASC 805-10-50-2, Business Combinations, as it is currently in the process of completing the purchase accounting for the acquisition. The Company used Entropic’s cash and cash equivalents to fund a significant portion of the cash portion of the merger consideration and, to a lesser extent, its own cash and cash equivalents. | |
In connection with the Company’s acquisition of Entropic and to address issues primarily relating to the integration of the Company and Entropic businesses, the Company terminated the employment of 56 Entropic employees, effective as of May 1, 2015, and 6 Entropic employees, effective as of May 6, 2015. The Company currently expects to recognize associated non-recurring severance charges of approximately $5 million in the three and six months ended June 30, 2015 related to these terminations. | |
Basis of Presentation and Principles of Consolidation | |
The unaudited 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. | |
The Company has prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2014 included in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission, or SEC, on February 23, 2015, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on March 12, 2015. | |
Use of Estimates | |
The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes of the unaudited consolidated financial statements. Actual results could differ from those estimates. | |
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) collectability 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 the Company’s distributors accounted for 21% of net revenue for the three months ended March 31, 2015. Revenues from the Company’s distributors accounted for 29% of net revenue for the three months ended March 31, 2014. 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 or when the Company believes unclaimed amounts are no longer subject to payment and will not be paid. See Note 5 for a summary of the Company's price protection activity. | |
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. | |
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 lessor 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 both immediately prior to its change in classification and thereafter 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. | |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board, or 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. |
Business_Combination_Notes
Business Combination (Notes) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Business Combinations [Abstract] | ||||
Business Combination Disclosure [Text Block] | Business Combination | |||
Acquisition of Entropic Communications, Inc. | ||||
For information on this business combination, please refer to the information presented in Note 1 - Organization and Summary of Significant Accounting Policies - Acquisition of Entropic Communications, Inc. of these unaudited consolidated financial statements. | ||||
Acquisition of Physpeed, Co., Ltd. | ||||
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 former principal shareholders 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 the estimated useful lives have been assessed to be seven years for the developed technology. 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, or MPEEM. The MPEEM is an income approach to fair value measurement attributable to a 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 former principal shareholders 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. The fair value of the earn-out was $0.1 million and $0.3 million at March 31, 2015 and December 31, 2014, respectively. The change in the fair value of the earn-out was primarily due to revisions to the Company's expectations of earn-out achievement. | ||||
RSU Awards | ||||
The Company will grant restricted stock units, or 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 the 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 to 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 the 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 to 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 has recorded an accrual for the stock-based compensation expense for the 2015 and 2016 RSUs of $0.2 million at March 31, 2015. |
Financial_Instruments
Financial Instruments | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Financial Instruments | . Financial Instruments | |||||||||||||||
The composition of financial instruments is as follows: | ||||||||||||||||
31-Mar-15 | ||||||||||||||||
Amortized | Gross Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Assets | ||||||||||||||||
Money market funds | $ | 2,000 | $ | — | $ | — | $ | 2,000 | ||||||||
Government debt securities | 25,116 | 8 | (5 | ) | 25,119 | |||||||||||
Corporate debt securities | 33,396 | 6 | (16 | ) | 33,386 | |||||||||||
60,512 | 14 | (21 | ) | 60,505 | ||||||||||||
Less amounts included in cash and cash equivalents | (2,000 | ) | — | — | (2,000 | ) | ||||||||||
$ | 58,512 | $ | 14 | $ | (21 | ) | $ | 58,505 | ||||||||
Fair Value at March 31, 2015 | ||||||||||||||||
Liabilities | ||||||||||||||||
Contingent Consideration | $ | 82 | ||||||||||||||
Total | $ | 82 | ||||||||||||||
December 31, 2014 | ||||||||||||||||
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 | ||||||||||||||
As of March 31, 2015, the Company held 22 corporate debt securities with an aggregate fair value of $34.0 million that were in an unrealized loss position for less than 12 months. The gross unrealized losses of $0.02 million at March 31, 2015 represent temporary impairments on corporate debt securities related to multiple issuers, and were primarily caused by fluctuations in U.S. interest rates. 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; including changes in the financial condition of the security’s underlying collateral; any downgrades of the security by a rating agency; nonpayment of scheduled interest, or the reduction or elimination of dividends; as well as our 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 March 31, 2015. | ||||||||||||||||
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 March 31, 2015 and December 31, 2014, 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 March 31, 2015 and 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 0.64% to 0.34% and 0.54% to 0.33% at March 31, 2015 and December 31, 2014, respectively. 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 following table presents a summary of the Company’s financial instruments that are measured on a recurring basis: | ||||||||||||||||
Fair Value Measurements at March 31, 2015 | ||||||||||||||||
Balance at | Quoted Prices | Significant | Significant | |||||||||||||
March 31, | in Active | Other | Unobservable | |||||||||||||
2015 | Markets for | Observable | Inputs | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets | ||||||||||||||||
Money market funds | $ | 2,000 | $ | 2,000 | $ | — | $ | — | ||||||||
Government debt securities | 25,119 | — | 25,119 | — | ||||||||||||
Corporate debt securities | 33,386 | — | 33,386 | — | ||||||||||||
$ | 60,505 | $ | 2,000 | $ | 58,505 | $ | — | |||||||||
Liabilities | ||||||||||||||||
Contingent consideration | $ | 82 | $ | — | $ | — | $ | 82 | ||||||||
$ | 82 | $ | — | $ | — | $ | 82 | |||||||||
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 | |||||||||
The following summarizes the activity in Level 3 financial instruments: | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2015 | 2014 | |||||||||||||||
Contingent Consideration (1) | ||||||||||||||||
Beginning balance | $ | 265 | $ | — | ||||||||||||
Issues | — | 265 | ||||||||||||||
(Gain) loss recognized in earnings (2) | (183 | ) | — | |||||||||||||
Ending balance | $ | 82 | $ | 265 | ||||||||||||
Net gain (loss) for the period included in earnings attributable to contingent consideration held at the end of the period: | $ | 183 | $ | — | ||||||||||||
(1) In connection with the acquisition of Physpeed, the Company recorded contingent consideration based upon the expected achievement of certain 2015 and 2016 revenue milestones. Changes to the fair value of contingent consideration due to changes in assumptions used in preparing the valuation model are recorded in selling, general and administrative expense in the statement of operations. | ||||||||||||||||
(2) Changes to the estimated fair value of contingent consideration were primarily due to revisions to the Company's expectations of earn-out achievement. | ||||||||||||||||
There were no transfers between Level 1, Level 2 or Level 3 securities in the three months ended March 31, 2015. |
Balance_Sheet_Details
Balance Sheet Details | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||||
Balance Sheet Details | Balance Sheet Details | |||||||||
Cash and cash equivalents and investments consist of the following: | ||||||||||
March 31, | December 31, | |||||||||
2015 | 2014 | |||||||||
Cash and cash equivalents | $ | 22,769 | $ | 20,696 | ||||||
Short-term investments | 42,173 | 48,399 | ||||||||
Long-term investments | 16,332 | 10,256 | ||||||||
$ | 81,274 | $ | 79,351 | |||||||
Inventory consists of the following: | ||||||||||
March 31, | December 31, | |||||||||
2015 | 2014 | |||||||||
Work-in-process | $ | 6,859 | $ | 4,169 | ||||||
Finished goods | 5,990 | 6,689 | ||||||||
$ | 12,849 | $ | 10,858 | |||||||
Property and equipment consist of the following: | ||||||||||
Useful Life | March 31, | December 31, | ||||||||
(in Years) | 2015 | 2014 | ||||||||
Furniture and fixtures | 5 | $ | 757 | $ | 735 | |||||
Machinery and equipment | 3 -5 | 12,864 | 12,695 | |||||||
Masks and production equipment | 2 | 8,672 | 8,672 | |||||||
Software | 3 | 1,193 | 905 | |||||||
Leasehold improvements | 4 -5 | 4,451 | 4,451 | |||||||
Construction in progress | N/A | 68 | 276 | |||||||
28,005 | 27,734 | |||||||||
Less accumulated depreciation and amortization | (16,741 | ) | (15,293 | ) | ||||||
$ | 11,264 | $ | 12,441 | |||||||
Intangible assets, net consist of the following: | ||||||||||
Weighted | March 31, | December 31, | ||||||||
Average | 2015 | 2014 | ||||||||
Amortization | ||||||||||
Period | ||||||||||
(in Years) | ||||||||||
Licensed technology | 3 | $ | 2,821 | $ | 2,821 | |||||
Developed technology | 7 | 3,100 | 2,700 | |||||||
Less accumulated amortization | (2,630 | ) | (2,435 | ) | ||||||
3,291 | 3,086 | |||||||||
In-process research and development | 6,900 | 7,300 | ||||||||
$ | 10,191 | $ | 10,386 | |||||||
The following table presents future amortization of the Company’s intangible assets at March 31, 2015: | ||||||||||
Amortization | ||||||||||
2015 | $ | 571 | ||||||||
2016 | 555 | |||||||||
2017 | 443 | |||||||||
2018 | 443 | |||||||||
2019 | 443 | |||||||||
Thereafter | 836 | |||||||||
Total | $ | 3,291 | ||||||||
Deferred revenue and deferred profit consist of the following: | ||||||||||
March 31, | December 31, | |||||||||
2015 | 2014 | |||||||||
Deferred revenue—rebates | $ | 43 | $ | 21 | ||||||
Deferred revenue—distributor transactions | 5,512 | 5,585 | ||||||||
Deferred cost of net revenue—distributor transactions | (1,922 | ) | (1,994 | ) | ||||||
$ | 3,633 | $ | 3,612 | |||||||
Accrued price protection liability consists of the following activity: | ||||||||||
Three Months Ended | ||||||||||
March 31, | ||||||||||
2015 | 2014 | |||||||||
Beginning balance | $ | 10,018 | $ | 15,017 | ||||||
Charged as a reduction of revenue | 6,009 | 6,677 | ||||||||
Reversal of unclaimed rebates | (12 | ) | (242 | ) | ||||||
Payments | (3,350 | ) | (7,072 | ) | ||||||
Ending balance | $ | 12,665 | $ | 14,380 | ||||||
Accrued expenses and other current liabilities consist of the following: | ||||||||||
March 31, | December 31, | |||||||||
2015 | 2014 | |||||||||
Accrued technology license payments | $ | 3,000 | $ | 3,000 | ||||||
Accrued professional fees | 2,623 | 422 | ||||||||
Accrued litigation costs | 673 | 560 | ||||||||
Other | 1,305 | 1,566 | ||||||||
$ | 7,601 | $ | 5,548 | |||||||
StockBased_Compensation_and_Em
Stock-Based Compensation and Employee Benefit Plans | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Stock-Based Compensation and Employee Benefit Plans | . Stock-Based Compensation and Employee Benefit Plans | |||||||
Stock-Based Compensation | ||||||||
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, or RSUs, and restricted stock awards, or RSAs, based on the fair market value of our Class A common stock on the grant date. The weighted-average grant date fair value per share of the RSUs and RSAs granted in the three months ended March 31, 2015 was $8.22. The weighted-average grant date fair value per share of the RSUs and RSAs granted in the three months ended March 31, 2014 was $9.93. No stock options were granted during the three months ended March 31, 2015 and 2014. | ||||||||
The Company recognized stock-based compensation in the statements of operations as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Cost of net revenue | $ | 35 | $ | 29 | ||||
Research and development | 2,340 | 2,194 | ||||||
Selling, general and administrative | 1,344 | 1,170 | ||||||
$ | 3,719 | $ | 3,393 | |||||
Employee Benefit Plans | ||||||||
At March 31, 2015, 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 Equity Incentive 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 exercise price for an incentive or a non-statutory stock option cannot be less than 100% of the fair market value of the Company’s Class A common stock on the date of grant. Options granted will generally vest over a four-year period and the term can be from seven to ten years. | ||||||||
On January 1, 2015, 1.5 million shares of Class A common stock were automatically added to the shares authorized for issuance under the 2010 Equity Incentive Plan pursuant to an “evergreen” provision contained in the 2010 Equity Incentive Plan. | ||||||||
2010 Employee Stock Purchase Plan | ||||||||
The 2010 Employee Stock Purchase Plan, or ESPP, is implemented through a series of offerings of purchase rights to eligible employees. 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 Class A 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. | ||||||||
On January 1, 2015, 0.5 million shares of Class A common stock were automatically added to the shares authorized for issuance under the ESPP pursuant to an “evergreen” provision contained in the ESPP. | ||||||||
Executive 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 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. Additionally, the Company settled all bonus awards for all other employees for the 2013 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. | ||||||||
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 on the issuance date, expected to occur in May 2015. | ||||||||
Common Stock | ||||||||
At March 31, 2015, 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. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
In order to determine the quarterly provision for income taxes, the Company used an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. The income tax provision consists primarily of income taxes related to the Company's operations in foreign jurisdictions as well as accruals for tax contingencies. Certain significant or unusual items are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. | |
As the Company does not believe that it is more-likely-than-not that it will realize a benefit from its U.S. net deferred tax assets, including its U.S. net operating losses, the Company continues to provide a full valuation allowance against those assets and therefore does not incur significant U.S. income tax expense or benefit. Furthermore, the Company does not incur expense or benefit in certain tax free jurisdictions in which it operates. | |
The Company recorded a provision for income taxes of $0.2 million for the three months ended March 31, 2015. The Company recorded a provision for income taxes of $0.1 million for the three months ended March 31, 2014. The provision for income taxes for the three months ended March 31, 2015 and 2014 primarily relates to income tax in certain foreign jurisdictions. | |
During the three months ended March 31, 2015, the Company’s unrecognized tax benefits increased by $0.1 million. The Company does not anticipate its unrecognized tax benefits will change significantly over the next 12 months. Accrued interest and penalties associated with uncertain tax positions as of March 31, 2015 were $0.05 million and $0.02 million, respectively. | |
The Federal examination by the Internal Revenue Service for the years 2010 and 2011 was completed during the three months ended March 31, 2014. Any impact from the audit was included in the 2013 financial statements. The Company is not currently under examination in any other jurisdictions. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | . Commitments and Contingencies |
Entropic Communications Merger Litigation | |
The Delaware Actions | |
Beginning on February 9, 2015, eleven stockholder class action complaints (captioned Langholz v. Entropic Communications, Inc., et al., C.A. No. 10631-VCP (filed Feb. 9, 2015); Tomblin v. Entropic Communications, Inc., C.A. No. 10632-VCP (filed Feb. 9, 2015); Crill v. Entropic Communications, Inc., et al., C.A. No. 10640-VCP (filed Feb. 11, 2015); Wohl v. Entropic Communications, Inc., et al., C.A. No. 10644-VCP (filed Feb. 11, 2015); Parshall v. Entropic Communications, Inc., et al., C.A. No. 10652-VCP (filed Feb. 12, 2015); Saggar v. Padval, et al., C.A. No. 10661-VCP (filed Feb. 13, 2015); Iyer v. Tewksbury, et al., C.A. No. 10665-VCP (filed Feb. 13, 2015); Respler v. Entropic Communications, Inc., et al., C.A. No. 10669-VCP (filed Feb. 17, 2015); Gal v. Entropic Communications, Inc., et al., C.A. No. 10671-VCP (filed Feb. 17, 2015); Werbowsky v. Padval, et al., C.A. No. 10673-VCP (filed Feb. 18, 2015); and Agosti v. Entropic Communications, Inc., C.A. No. 10676-VCP (filed Feb. 18, 2015)) were filed in the Court of Chancery of the State of Delaware on behalf of a putative class of Entropic Communications, Inc. stockholders. The complaints name Entropic, the board of directors of Entropic, MaxLinear, Excalibur Acquisition Corporation, and Excalibur Subsidiary, LLC as defendants. 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. | |
On March 27, 2015, plaintiffs Ankur Saggar, Jon Werbowsky, and Angelo Agosti filed an amended class action complaint. Also on March 27, 2015, plaintiffs Martin Wohl and Jeffrey Park filed an amended class action complaint. On April 1, 2015, plaintiff Mark Respler filed an amended class action complaint. | |
On April 16, 2015, the Court entered an order consolidating the Delaware actions, captioned In re Entropic Communications, Inc. Consolidated Stockholders Litigation, C.A. No. 10631-VCP (the “Consolidated Action”). The April 16, 2015 order appointed plaintiffs Rama Iyer and Jon Werbowsky as Co-Lead Plaintiffs and designated the amended complaint filed by plaintiffs Ankur Saggar, Jon Werbowsky, and Angelo Agosti as the operative complaint (the “Amended Complaint”). | |
The Amended Complaint names as defendants Entropic, the board of directors of Entropic, the Company, Excalibur Acquisition Corporation, and Excalibur Subsidiary, LLC. The Amended Complaint generally alleges that, in connection with the proposed acquisition of Entropic by the Company, the individual defendants breached their fiduciary duties to Entropic stockholders by, among other things, purportedly failing to maximize the value of Entropic to its stockholders, engaging in a purportedly unfair and conflicted sale process, agreeing to allegedly preclusive deal protection devices in the merger agreement, and allegedly misrepresenting and/or failing to disclose all material information in connection with the proposed transaction. The Amended Complaint further alleges that the Company and the merger subsidiaries aided and abetted the individual defendants in the alleged breaches of their fiduciary duties. The Amended Complaint seeks, among other things: an order declaring the merger agreement unlawful and unenforceable, an order rescinding, to the extent already implemented, the merger agreement, an order enjoining defendants from consummating the proposed transaction, imposition of a constructive trust, and attorneys’ and experts’ fees and costs. | |
On April 24, 2015, the parties to the Consolidated Action entered into a memorandum of understanding regarding a proposed settlement of the Delaware actions. The proposed settlement is subject to negotiation of the settlement papers by the parties and is subject to court approval after notice and an opportunity to object is provided to the proposed settlement class. There can be no assurance that the parties will reach agreement regarding the final terms of the settlement agreement or that the Court of Chancery will approve the settlement. | |
The California State Court Actions | |
Beginning on February 10, 2015, two stockholder class action complaints (captioned Krasinski v. Entropic Communications, Inc., et al., Case No. 37-2015-00004613-CU-SL-CTL (filed Feb. 10, 2015); and Khoury v. Entropic Communications, Inc., et al., Case No. 37-2015-00004737-CU-SL-CTL (filed Feb. 11, 2015)) were filed in the Superior Court of the State of California County of San Diego on behalf of a putative class of Entropic stockholders. The complaints name Entropic, the board of directors of Entropic, MaxLinear, Excalibur Acquisition Corporation, and Excalibur Subsidiary, LLC as defendants. 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, and awarding plaintiffs costs, including attorneys’ and experts’ fees. | |
On March 16, 2015, the court entered an order granting the plaintiff’s request to dismiss the Khoury action without prejudice. On March 19, 2015, the court entered an order granting the plaintiff’s request to dismiss the Krasinski action without prejudice. | |
The California Federal Court Actions | |
Beginning on February 25, 2015, two stockholder complaints (captioned Badolato v. MaxLinear, Inc., et al., Case No. 15-cv-0426-BAS (filed Feb. 25, 2015); and Mouw v. MaxLinear, Inc., et al., Case No. 15-cv-0464-WQH (filed Mar. 2, 2015)) were filed in the United States District Court for the Southern District of California on behalf of a putative class of Entropic stockholders and, derivatively, on behalf of Entropic. The complaints name the board of directors of Entropic, MaxLinear, Excalibur Acquisition Corporation, and Excalibur Subsidiary, LLC as defendants, and name Entropic as a nominal party. 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, and awarding plaintiffs costs, including attorneys’ and experts’ fees. On March 6, 2015, the Entropic and the individual defendants in the Badolato action filed a motion to dismiss the complaint for forum non conveniens because Entropic’s bylaws contain a mandatory forum selection clause mandating that shareholder actions, such as this, be brought in state court in Delaware. | |
On March 30, 2015, plaintiffs Badolato and Mouw filed an amended complaint in the first-filed action, Case No. 15-cv-00426-BAS-KSC (the “Federal Action”), and plaintiff Mouw voluntarily dismissed the later filed action, Mouw v. MaxLinear, Inc., et al., Case No. 15-cv-0046, on March 30, 2015. The amended complaint names as defendants Entropic Communications, Inc., the members of the Entropic board of directors, the Company, Excalibur Acquisition Corporation, and Excalibur Subsidiary, LLC. The amended complaint asserts claims against the individual defendants for alleged breaches of fiduciary duty in connection with the proposed sale of Entropic to the Company pursuant to an allegedly unfair process and for an allegedly unfair price and asserts claims against Entropic, MaxLinear, and the merger subsidiaries for allegedly aiding and abetting the individual defendants’ alleged breaches of fiduciary duties. The amended complaint asserts claims against all of the defendants for alleged violations of Sections 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9 for alleged misrepresentations and omissions in the Form S-4 registration statement filed with the SEC on March 12, 2015 and amended on March 25, 2015. The amended complaint also asserts a claim for alleged violations of Section 20(a) of the Exchange Act against the individual defendants and the Company. The amended complaint seeks a judgment declaring, among other things, that the Form S-4 was materially misleading in violation of Section 14(a) of the Exchange Act and Rule 14a-9, awarding plaintiffs and the members of the putative class compensatory and/or rescisssory damages, awarding plaintiffs and the members of the putative class pre-judgment and post-judgment interest, as well as attorneys’ fees, expert witness fees, and costs, and granting equitable and/or injunctive relief. | |
On April 6, 2015, the district court entered an order terminating defendants’ motion to dismiss the Badolato complaint as moot in light of the filing of an amended complaint. | |
On April 22, 2015, plaintiffs Anthony Badalato and Brad Mouw filed a notice of voluntary dismissal of the Federal Action without prejudice. | |
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 (the “’585 Patent”) 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, again naming the Company, Sharp, Sharp Electronics, and VIZIO (“the “ITC Investigation”). 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. (collectively, with the Company, Sharp and VIZIO, the “Company Respondents”). CrestaTech’s ITC complaint alleges a violation of 19 U.S.C. § 1337 through the importation into the United States, the sale for importation, or the sale within the United States after importation of the Company’s accused products that CrestaTech alleges infringe the same two patents asserted in the Delaware action. Through its ITC complaint, 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 the Company Respondents 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. | |
On December 1-5, 2014, the ITC held a trial in the ITC Investigation. On February 27, 2015, the Administrative Law Judge issued a written Initial Determination (“ID”), ruling that the Company Respondents do not violate Section 1337 in connection with CrestaTech’s asserted patents because CrestaTech failed to satisfy the economic prong of the domestic industry requirement pursuant to Section 1337(a)(2). In addition, the ID stated that certain of the Company’s television tuners and televisions incorporating those tuners manufactured and sold by certain customers infringe three claims of the ‘585 Patent, and these three claims were not determined to be invalid. On April 30, 2015, the ITC issued a notice indicating that it intended to review portions of the ID finding no violation of Section 1337, including the ID’s findings of infringement with respect to, and validity of, the ‘585 Patent, and the ID’s finding that CrestaTech failed to establish the existence of a domestic industry within the meaning of Section 1337. The Commission has requested additional briefing from the parties on certain issues under review, and the target date for completing the ITC investigation is currently June 29, 2015. The District Court Litigation is currently stayed pending resolution of the ITC Investigation. | |
In addition, the Company has filed four petitions for inter partes review of the two asserted CrestaTech patents, including the three claims that the ID stated the Company infringed and that were not determined to be invalid. The Patent Trial and Appeal Board will likely decide whether to institute review proceedings in or about July 2015. | |
In view of the initial ruling in the ITC Investigation of no violation, the Company 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. |
Subsequent_Events
Subsequent Events | 0 Months Ended |
Apr. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Acquisition of Entropic Communications, Inc. | |
For information on this subsequent event, please refer to the information presented in Note 1 – Organization and Summary of Significant Accounting Policies – Acquisition of Entropic Communications, Inc. of these unaudited consolidated financial statements. | |
Entropic Communications Merger Litigation | |
For information on this subsequent event please refer to Note 8 – Commitments and Contingencies - Entropic Communications Merger Litigation of these unaudited consolidated financial statements. |
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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. | |
Business Combinations Policy [Policy Text Block] | Acquisition of Entropic Communications, Inc. |
On April 30, 2015, the Company completed its acquisition of Entropic Communications, Inc. (Entropic). Pursuant to the terms of the merger agreement dated as of February 3, 2015, by and among the Company, Entropic, and two wholly-owned subsidiaries of the Company, all of the Entropic outstanding shares were converted into the right to receive consideration consisting of cash and shares of the Company’s Class A common stock. The Company paid an aggregate of approximately $111.0 million and issued an aggregate of 20.4 million shares of the Company’s Class A common stock, to the stockholders of Entropic. In addition, the Company assumed all outstanding Entropic stock options and unvested restricted stock units that were held by continuing service providers (as defined in the merger agreement). The Company has not made all of the remaining disclosures required by ASC 805-10-50-2, Business Combinations, as it is currently in the process of completing the purchase accounting for the acquisition. The Company used Entropic’s cash and cash equivalents to fund a significant portion of the cash portion of the merger consideration and, to a lesser extent, its own cash and cash equivalents. | |
In connection with the Company’s acquisition of Entropic and to address issues primarily relating to the integration of the Company and Entropic businesses, the Company terminated the employment of 56 Entropic employees, effective as of May 1, 2015, and 6 Entropic employees, effective as of May 6, 2015. The Company currently expects to recognize associated non-recurring severance charges of approximately $5 million in the three and six months ended June 30, 2015 related to these terminations. | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
The unaudited 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. | |
The Company has prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2014 included in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission, or SEC, on February 23, 2015, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on March 12, 2015. | |
Use of Estimates | Use of Estimates |
The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes of the unaudited consolidated financial statements. Actual results could differ from those estimates. | |
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) collectability 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 the Company’s distributors accounted for 21% of net revenue for the three months ended March 31, 2015. Revenues from the Company’s distributors accounted for 29% of net revenue for the three months ended March 31, 2014. 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 or when the Company believes unclaimed amounts are no longer subject to payment and will not be paid. See Note 5 for a summary of the Company's price protection activity. | |
Litigation and Settlement 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. | |
Goodwill and Intangible Assets, Policy [Policy Text Block] | 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 lessor 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 live | |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | 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 both immediately prior to its change in classification and thereafter 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. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board, or 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. |
Net_Income_Loss_Per_Share_Tabl
Net Income (Loss) Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Summary of Basic and Diluted Earnings Per Share(Table) | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Numerator: | ||||||||
Net loss | $ | (4,722 | ) | $ | (862 | ) | ||
Denominator: | ||||||||
Weighted average common shares outstanding—basic | 38,015 | 35,369 | ||||||
Dilutive common stock equivalents | — | — | ||||||
Weighted average common shares outstanding—diluted | 38,015 | 35,369 | ||||||
Net loss per share: | ||||||||
Basic | $ | (0.12 | ) | $ | (0.02 | ) | ||
Diluted | $ | (0.12 | ) | $ | (0.02 | ) |
Business_Combination_Tables
Business Combination (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Business Combinations [Abstract] | ||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | 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 | |||
Financial_Instruments_Tables
Financial Instruments (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Composition of Financial Instruments(Table) | The composition of financial instruments is as follows: | |||||||||||||||
31-Mar-15 | ||||||||||||||||
Amortized | Gross Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Assets | ||||||||||||||||
Money market funds | $ | 2,000 | $ | — | $ | — | $ | 2,000 | ||||||||
Government debt securities | 25,116 | 8 | (5 | ) | 25,119 | |||||||||||
Corporate debt securities | 33,396 | 6 | (16 | ) | 33,386 | |||||||||||
60,512 | 14 | (21 | ) | 60,505 | ||||||||||||
Less amounts included in cash and cash equivalents | (2,000 | ) | — | — | (2,000 | ) | ||||||||||
$ | 58,512 | $ | 14 | $ | (21 | ) | $ | 58,505 | ||||||||
Fair Value at March 31, 2015 | ||||||||||||||||
Liabilities | ||||||||||||||||
Contingent Consideration | $ | 82 | ||||||||||||||
Total | $ | 82 | ||||||||||||||
December 31, 2014 | ||||||||||||||||
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 | ||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis(Table) | ||||||||||||||||
Fair Value Measurements at March 31, 2015 | ||||||||||||||||
Balance at | Quoted Prices | Significant | Significant | |||||||||||||
March 31, | in Active | Other | Unobservable | |||||||||||||
2015 | Markets for | Observable | Inputs | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets | ||||||||||||||||
Money market funds | $ | 2,000 | $ | 2,000 | $ | — | $ | — | ||||||||
Government debt securities | 25,119 | — | 25,119 | — | ||||||||||||
Corporate debt securities | 33,386 | — | 33,386 | — | ||||||||||||
$ | 60,505 | $ | 2,000 | $ | 58,505 | $ | — | |||||||||
Liabilities | ||||||||||||||||
Contingent consideration | $ | 82 | $ | — | $ | — | $ | 82 | ||||||||
$ | 82 | $ | — | $ | — | $ | 82 | |||||||||
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, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2015 | 2014 | |||||||||||||||
Contingent Consideration (1) | ||||||||||||||||
Beginning balance | $ | 265 | $ | — | ||||||||||||
Issues | — | 265 | ||||||||||||||
(Gain) loss recognized in earnings (2) | (183 | ) | — | |||||||||||||
Ending balance | $ | 82 | $ | 265 | ||||||||||||
Net gain (loss) for the period included in earnings attributable to contingent consideration held at the end of the period: | $ | 183 | $ | — | ||||||||||||
Balance_Sheet_Details_Tables
Balance Sheet Details (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||||
Cash, Cash Equivalents and Investments(Table) | Cash and cash equivalents and investments consist of the following: | |||||||||
March 31, | December 31, | |||||||||
2015 | 2014 | |||||||||
Cash and cash equivalents | $ | 22,769 | $ | 20,696 | ||||||
Short-term investments | 42,173 | 48,399 | ||||||||
Long-term investments | 16,332 | 10,256 | ||||||||
$ | 81,274 | $ | 79,351 | |||||||
Inventory(Table) | Inventory consists of the following: | |||||||||
March 31, | December 31, | |||||||||
2015 | 2014 | |||||||||
Work-in-process | $ | 6,859 | $ | 4,169 | ||||||
Finished goods | 5,990 | 6,689 | ||||||||
$ | 12,849 | $ | 10,858 | |||||||
Property and Equipment(Table) | Property and equipment consist of the following: | |||||||||
Useful Life | March 31, | December 31, | ||||||||
(in Years) | 2015 | 2014 | ||||||||
Furniture and fixtures | 5 | $ | 757 | $ | 735 | |||||
Machinery and equipment | 3 -5 | 12,864 | 12,695 | |||||||
Masks and production equipment | 2 | 8,672 | 8,672 | |||||||
Software | 3 | 1,193 | 905 | |||||||
Leasehold improvements | 4 -5 | 4,451 | 4,451 | |||||||
Construction in progress | N/A | 68 | 276 | |||||||
28,005 | 27,734 | |||||||||
Less accumulated depreciation and amortization | (16,741 | ) | (15,293 | ) | ||||||
$ | 11,264 | $ | 12,441 | |||||||
Intangible Assets(Table) | Intangible assets, net consist of the following: | |||||||||
Weighted | March 31, | December 31, | ||||||||
Average | 2015 | 2014 | ||||||||
Amortization | ||||||||||
Period | ||||||||||
(in Years) | ||||||||||
Licensed technology | 3 | $ | 2,821 | $ | 2,821 | |||||
Developed technology | 7 | 3,100 | 2,700 | |||||||
Less accumulated amortization | (2,630 | ) | (2,435 | ) | ||||||
3,291 | 3,086 | |||||||||
In-process research and development | 6,900 | 7,300 | ||||||||
$ | 10,191 | $ | 10,386 | |||||||
Amortization of Company's Intangible Assets(Table) | The following table presents future amortization of the Company’s intangible assets at March 31, 2015: | |||||||||
Amortization | ||||||||||
2015 | $ | 571 | ||||||||
2016 | 555 | |||||||||
2017 | 443 | |||||||||
2018 | 443 | |||||||||
2019 | 443 | |||||||||
Thereafter | 836 | |||||||||
Total | $ | 3,291 | ||||||||
Deferred Revenue and Deferred Profit(Table) | Deferred revenue and deferred profit consist of the following: | |||||||||
March 31, | December 31, | |||||||||
2015 | 2014 | |||||||||
Deferred revenue—rebates | $ | 43 | $ | 21 | ||||||
Deferred revenue—distributor transactions | 5,512 | 5,585 | ||||||||
Deferred cost of net revenue—distributor transactions | (1,922 | ) | (1,994 | ) | ||||||
$ | 3,633 | $ | 3,612 | |||||||
Price Protection Liability(Table) | Accrued price protection liability consists of the following activity: | |||||||||
Three Months Ended | ||||||||||
March 31, | ||||||||||
2015 | 2014 | |||||||||
Beginning balance | $ | 10,018 | $ | 15,017 | ||||||
Charged as a reduction of revenue | 6,009 | 6,677 | ||||||||
Reversal of unclaimed rebates | (12 | ) | (242 | ) | ||||||
Payments | (3,350 | ) | (7,072 | ) | ||||||
Ending balance | $ | 12,665 | $ | 14,380 | ||||||
Accrued Expenses(Table) | Accrued expenses and other current liabilities consist of the following: | |||||||||
March 31, | December 31, | |||||||||
2015 | 2014 | |||||||||
Accrued technology license payments | $ | 3,000 | $ | 3,000 | ||||||
Accrued professional fees | 2,623 | 422 | ||||||||
Accrued litigation costs | 673 | 560 | ||||||||
Other | 1,305 | 1,566 | ||||||||
$ | 7,601 | $ | 5,548 | |||||||
StockBased_Compensation_and_Em1
Stock-Based Compensation and Employee Benefit Plans (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Stock-Based Compensation (Table) | The Company recognized stock-based compensation in the statements of operations as follows: | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Cost of net revenue | $ | 35 | $ | 29 | ||||
Research and development | 2,340 | 2,194 | ||||||
Selling, general and administrative | 1,344 | 1,170 | ||||||
$ | 3,719 | $ | 3,393 | |||||
Net_Income_Loss_Per_Share_Summ
Net Income (Loss) Per Share - Summary of Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator: | ||
Net loss | ($4,722) | ($862) |
Denominator: | ||
Weighted average common shares outstanding-basic (shares) | 38,015 | 35,369 |
Dilutive common stock equivalents (shares) | 0 | 0 |
Weighted average common shares outstanding-diluted (shares) | 38,015 | 35,369 |
Net loss per share: | ||
Basic (usd per share) | ($0.12) | ($0.02) |
Diluted (usd per share) | ($0.12) | ($0.02) |
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||||
Share data in Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Apr. 30, 2015 | Jun. 30, 2015 | 6-May-15 | 1-May-15 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Term of Invoice of the distributor | 30 days | |||||
Percentage of revenue from company's distributors | 21.00% | 29.00% | ||||
Entropic Communications [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of employees terminated | 6 | 56 | ||||
Severance Charges | $5 | |||||
Shares issued or issuable | 20,400 | |||||
Payments to Acquire Businesses, Gross | $111,000,000 |
Net_Income_Loss_Per_Share_Addi
Net Income (Loss) Per Share - Additional Information (Detail) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
class | ||
Earnings Per Share [Abstract] | ||
Total number of class of stock outstanding | 2 | |
Common stock equivalents (shares) | 3.3 | 3 |
Business_Combination_Additiona
Business Combination Additional Information (Details) (USD $) | 3 Months Ended | 0 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Oct. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $1,201,000 | $1,201,000 | ||||
Stock based compensation | 3,719,000 | 3,393,000 | ||||
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 | 200,000 | |||||
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 $) | Mar. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2014 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Goodwill | $1,201 | $1,201 | |
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 $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $60,512 | $60,555 |
Available-for-sale Securities Gross Unrealized Gain Accumulated in Investments | 14 | 8 |
Available-for-sale Securities Gross Unrealized Loss Accumulated in Investments | -21 | -50 |
Fair Value | 60,505 | 60,513 |
Cash and cash equivalents [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | -2,000 | -1,858 |
Available-for-sale Securities Gross Unrealized Gain Accumulated in Investments | 0 | 0 |
Available-for-sale Securities Gross Unrealized Loss Accumulated in Investments | 0 | 0 |
Fair Value | -2,000 | -1,858 |
Investments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 58,512 | 58,697 |
Available-for-sale Securities Gross Unrealized Gain Accumulated in Investments | 14 | 8 |
Available-for-sale Securities Gross Unrealized Loss Accumulated in Investments | -21 | -50 |
Fair Value | 58,505 | 58,655 |
US Government Agencies Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 25,116 | 27,154 |
Available-for-sale Securities Gross Unrealized Gain Accumulated in Investments | 8 | 5 |
Available-for-sale Securities Gross Unrealized Loss Accumulated in Investments | -5 | -8 |
Fair Value | 25,119 | 27,151 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 33,396 | 31,543 |
Available-for-sale Securities Gross Unrealized Gain Accumulated in Investments | 6 | 3 |
Available-for-sale Securities Gross Unrealized Loss Accumulated in Investments | -16 | -42 |
Fair Value | 33,386 | 31,504 |
Money market funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,000 | 1,858 |
Available-for-sale Securities Gross Unrealized Gain Accumulated in Investments | 0 | 0 |
Available-for-sale Securities Gross Unrealized Loss Accumulated in Investments | 0 | 0 |
Fair Value | $2,000 | $1,858 |
Financial_Instruments_Financia
Financial Instruments Financial Instruments - Fair Value Measured on a Recurring Basis (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | $60,505 | $60,513 |
Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 60,505 | 60,513 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 2,000 | 1,858 |
Available-for-sale Securities, Debt Securities, Current | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 58,505 | 58,655 |
Available-for-sale Securities, Debt Securities, Current | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Available-for-sale Securities, Debt Securities, Current | 82 | 265 |
Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 2,000 | 1,858 |
Money market funds [Member] | Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 2,000 | 1,858 |
Money market funds [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 2,000 | 1,858 |
Money market funds [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Money market funds [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
US Government Agencies Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 25,119 | 27,151 |
US Government Agencies Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
US Government Agencies Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 25,119 | 27,151 |
US Government Agencies Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Corporate Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 33,386 | 31,504 |
Corporate Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Corporate Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 33,386 | 31,504 |
Corporate Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities, Current | 0 | 0 |
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities, Current | 0 | 0 |
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities, Current | 82 | 265 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities, Current | 82 | 265 |
Estimate of Fair Value Measurement [Member] | Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities, Current | $82 | $265 |
Financial_Instruments_Fair_Val
Financial Instruments - Fair Value, Liabilites Measured on Recurring Basis (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Financial Liabilities, Level 3 Activity [Roll Forward] | |||
Net gain(loss) attributable to contingent consideration | $183 | $0 | |
Estimate of Fair Value Measurement [Member] | Fair Value Measurements Recurring [Member] | |||
Fair Value Financial Liabilities, Level 3 Activity [Roll Forward] | |||
Ending Balance | 82 | 265 | |
Estimate of Fair Value Measurement [Member] | Contingent Consideration [Member] | Fair Value Measurements Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | 0 | 265 | |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 82 | 265 | 0 |
Fair Value Financial Liabilities, Level 3 Activity [Roll Forward] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | -183 | 0 | |
Ending Balance | $82 | $265 |
Financial_Instruments_Addition
Financial Instruments - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
debt_security | ||
Debt Instrument [Line Items] | ||
Number of corporate debt securities | 22 | |
Fair value of debt | $34,000,000 | |
Available-for-sale Securities Gross Unrealized Loss Accumulated in Investments | 21,000 | 50,000 |
Transfer of securities, Level 1 | 0 | |
Transfer of securities, Level 2 | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net | $0 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Due date of company's long term available for sale securities | 1 year | |
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 |
Balance_Sheer_Details_Cash_and
Balance Sheer Details - Cash and Investments (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Balance Sheet Related Disclosures [Abstract] | ||||
Cash and cash equivalents | $22,769 | $20,696 | $28,500 | $26,450 |
Short-term investments, available-for-sale | 42,173 | 48,399 | ||
Long-term investments, available-for-sale | 16,332 | 10,256 | ||
Investments and Cash | $81,274 | $79,351 |
Balance_Sheet_Details_Inventor
Balance Sheet Details - Inventory (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Balance Sheet Related Disclosures [Abstract] | ||
Work-in-process | $6,859 | $4,169 |
Finished goods | 5,990 | 6,689 |
Inventory Total | $12,849 | $10,858 |
Balance_Sheet_Details_Property
Balance Sheet Details - Property and Equipment (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $28,005 | $27,734 |
Less accumulated depreciation and amortization | -16,741 | -15,293 |
Property and equipment, net | 11,264 | 12,441 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Property and equipment, Gross | 757 | 735 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 12,864 | 12,695 |
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 | 8,672 | 8,672 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Property and equipment, Gross | 1,193 | 905 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 4,451 | 4,451 |
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 | $68 | $276 |
Balance_Sheet_Details_Intangib
Balance Sheet Details - Intangible Assets (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles assets, Gross | $3,291 | $3,086 |
Total | 10,191 | 10,386 |
Licensed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period in years | 3 years | |
Intangibles assets, Gross | 2,821 | 2,821 |
Less accumulated amortization | -2,630 | -2,435 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period in years | 7 years | |
Intangibles assets, Gross | 3,100 | 2,700 |
In Process Research and Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles assets, Gross | $6,900 | $7,300 |
Balance_Sheet_Details_Amortiza
Balance Sheet Details - Amortization of Company's Intangible Assets (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Balance Sheet Related Disclosures [Abstract] | ||
2015 | $571 | |
2016 | 555 | |
2017 | 443 | |
2018 | 443 | |
2019 | 443 | |
Thereafter | 836 | |
Total | $3,291 | $3,086 |
Balance_Sheet_Details_Deferred
Balance Sheet Details - Deferred Revenue and Deferred Profit (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Balance Sheet Related Disclosures [Abstract] | ||
Deferred revenue-rebates | $43 | $21 |
Deferred revenue - distributor transactions | 5,512 | 5,585 |
Deferred cost of net revenue - distributor transactions | -1,922 | -1,994 |
Deferred revenue and deferred profit | $3,633 | $3,612 |
Balance_Sheet_Details_Balance_
Balance Sheet Details Balance Sheet Details- Accrued Price Protection Liability (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Accrued Price Protection Rebate Activity [Roll Forward] | ||
Begining Balance | $10,018 | $15,017 |
Price Protection Rebate Charges | 6,009 | 6,677 |
Reversal Of Unclaimed Rebates | -12 | -242 |
Price Protection payments | -3,350 | -7,072 |
Ending Balance | $12,665 | $14,380 |
Balance_Sheet_Details_Accrued_
Balance Sheet Details - Accrued Expenses (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Balance Sheet Related Disclosures [Abstract] | ||
Accrued technology license payments | $3,000 | $3,000 |
Accrued professional fees | 2,623 | 422 |
Accrued litigation costs | 673 | 560 |
Other | 1,305 | 1,566 |
Total | $7,601 | $5,548 |
StockBased_Compensation_and_Em2
Stock-Based Compensation and Employee Benefit Plans - Stock-Based Compensation (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock based compensation | $3,719 | $3,393 |
Cost of net revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock based compensation | 35 | 29 |
Research and development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock based compensation | 2,340 | 2,194 |
Selling, general and administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock based compensation | $1,344 | $1,170 |
StockBased_Compensation_and_Em3
Stock-Based Compensation and Employee Benefit Plans - Additional Information (Detail) (USD $) | 3 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | 9-May-14 | Jan. 02, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of fair value market of common stock | 100.00% | ||||
Vesting period for new restricted stock units | 4 years | ||||
Term of option granted, minimum | 7 years | ||||
Term of option granted, maximum | 10 years | ||||
Shares Issued upon Settlement of Executive Bonus Plan | 600,000 | ||||
Accrued Bonuses, Current | $3.10 | ||||
Common stock, shares authorized (shares) | 550,000,000 | 550,000,000 | |||
Class A Common Stock [Member] | |||||
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 | ||||
Number of convertible common stock | 1 | ||||
Class B Common Stock [Member] | |||||
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 | ||||
Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized for issuance | 1,500,000 | ||||
Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized for issuance | 500,000 | ||||
Contribution of earnings by employees | 15.00% | ||||
Percentage of purchase of common stock | 85.00% | ||||
Percentage of common stock on the date of purchase | 85.00% | ||||
RSU and RSA [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $8.22 | $9.93 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $204,000 | $108,000 |
Unrecognized tax benefits | 100,000 | |
Period of change of unrecognized tax benefits | 12 months | |
Accrued interest on accrued penalties associated with uncertain tax positions | 50,000 | |
Accrued penalties associated with uncertain tax position | $20,000 |