Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 02, 2017 | |
Entity Information [Line Items] | ||
Entity Registrant Name | MAXLINEAR INC | |
Trading Symbol | MXL | |
Entity Central Index Key | 1,288,469 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 66,958,865 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 71,576 | $ 81,086 |
Short-term restricted cash | 615 | 614 |
Short-term investments, available-for-sale | 0 | 47,918 |
Accounts receivable, net | 75,618 | 50,487 |
Inventory | 63,692 | 26,583 |
Prepaid expenses and other current assets | 7,917 | 6,159 |
Total current assets | 219,418 | 212,847 |
Long-term restricted cash | 1,905 | 1,196 |
Property and equipment, net | 23,336 | 20,549 |
Long-term investments, available-for-sale | 0 | 5,991 |
Intangible assets, net | 332,409 | 104,261 |
Deferred Tax Assets, Net, Noncurrent | 53,985 | 116 |
Other long-term assets | 6,288 | 1,677 |
Total assets | 877,014 | 422,652 |
Current liabilities: | ||
Accounts payable | 14,082 | 6,757 |
Deferred revenue and deferred profit | 17,224 | 5,991 |
Accrued price protection liability | 28,229 | 15,176 |
Accrued expenses and other current liabilities | 27,023 | 16,358 |
Accrued compensation | 11,823 | 10,261 |
Total current liabilities | 98,381 | 54,543 |
Deferred rent | 5,065 | 9,656 |
Unsecured Long-term Debt, Noncurrent | 367,322 | 0 |
Other long-term liabilities | 9,598 | 6,029 |
Total liabilities | 480,366 | 70,228 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock | 0 | 0 |
Common stock | 7 | 0 |
Additional paid-in capital | 446,485 | 413,909 |
Accumulated other comprehensive loss | (173) | (1,560) |
Accumulated deficit | (49,671) | (59,932) |
Total stockholders’ equity | 396,648 | 352,424 |
Total liabilities and stockholders’ equity | 877,014 | 422,652 |
Common Stock [Member] | ||
Stockholders’ equity: | ||
Common stock | 0 | 6 |
Common Class B [Member] | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 1 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
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 [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 550,000,000 | 550,000,000 |
Common stock, shares issued (shares) | 66,923,000 | 0 |
Common stock, shares outstanding (shares) | 66,923,000 | 0 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 441,124,000 | 500,000,000 |
Common stock, shares issued (shares) | 0 | 58,363,000 |
Common stock, shares outstanding (shares) | 0 | 58,363,000 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 493,430,000 | 500,000,000 |
Common stock, shares issued (shares) | 0 | 6,668,000 |
Common stock, shares outstanding (shares) | 0 | 6,668,000 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net revenue | $ 113,581 | $ 96,324 | $ 306,597 | $ 300,696 |
Cost of net revenue | 61,739 | 40,820 | 150,727 | 121,109 |
Gross profit | 51,842 | 55,504 | 155,870 | 179,587 |
Operating expenses: | ||||
Research and development | 29,270 | 25,921 | 82,163 | 73,710 |
Selling, general and administrative | 29,037 | 17,619 | 78,988 | 47,734 |
IPR&D impairment losses | 2,000 | 1,300 | 2,000 | 1,300 |
Restructuring charges | 2,178 | 0 | 8,724 | 2,106 |
Total operating expenses | 62,485 | 44,840 | 171,875 | 124,850 |
Income (loss) from operations | (10,643) | 10,664 | (16,005) | 54,737 |
Interest income | 1 | 89 | 260 | 426 |
Interest Expense | (4,133) | 0 | (6,334) | 0 |
Other income (expense), net | (668) | 10 | (1,430) | (64) |
Total interest and other income (expense), net | (4,800) | 99 | (7,504) | 362 |
Income (loss) before income taxes | (15,443) | 10,763 | (23,509) | 55,099 |
Income tax provision (benefit) | (6,276) | 1,084 | (33,770) | 2,155 |
Net income (loss) | $ (9,167) | $ 9,679 | $ 10,261 | $ 52,944 |
Net income (loss) per share: | ||||
Basic | $ (0.14) | $ 0.15 | $ 0.16 | $ 0.83 |
Diluted | $ (0.14) | $ 0.14 | $ 0.15 | $ 0.79 |
Shares used to compute net income (loss) per share: | ||||
Basic | 66,712 | 64,241 | 65,950 | 63,454 |
Diluted | 66,712 | 67,832 | 69,491 | 67,354 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income (loss) | $ (9,167) | $ 9,679 | $ 10,261 | $ 52,944 | |
Other comprehensive income (loss), net of tax: | |||||
Unrealized gain (loss) on investments, net of tax of $0 for the three and nine months ended September 30, 2017 and 2016 | 0 | (8) | (55) | 166 | |
Less: Reclassifications to realized loss (gain) on sales and maturities of investments, net of tax of $0 for the three and nine months ended September 30, 2017 and 2016 | 0 | 1 | 55 | (49) | |
Unrealized gain (loss) on investments, net of tax | 0 | (7) | 0 | 117 | |
Foreign currency translation adjustments, net of tax benefit of $13 and $68 for the three and nine months ended September 30, 2017 and $41 and $68 for the three and nine months ended September 30, 2016, respectively(1) | [1] | 463 | 8 | 1,387 | (247) |
Foreign currency translation adjustments, net of tax | 463 | 8 | 1,387 | (247) | |
Other comprehensive income (loss) | 463 | 1 | 1,387 | (130) | |
Total comprehensive income (loss) | $ (8,704) | $ 9,680 | $ 11,648 | $ 52,814 | |
[1] | (1) Tax amount recognized in Other Long-Term Liabilities on the Consolidated Balance Sheets as part of long-term deferred tax liabilities. |
Consolidated Statement of Comp6
Consolidated Statement of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Other comprehensive income (loss), Unrealized Holding Gain (Loss) on Securities Arising During the Period, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Tax | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $ 13 | $ 41 | $ 68 | $ 68 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Net income (loss) | $ 10,261 | $ 52,944 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Amortization and depreciation | 46,502 | 18,743 |
Impairment of IPR&D assets | 2,000 | 1,300 |
Provision for losses on accounts receivable | 133 | 87 |
Amortization (accretion) of investment premiums (discount), net | (60) | 95 |
Amortization of inventory step-up | 15,842 | 2,989 |
Amortization of Debt Issuance Costs and Discounts | 476 | 0 |
Stock-based compensation | 24,898 | 16,475 |
Deferred income taxes | (48,417) | 215 |
Loss on disposal of property and equipment | 201 | 48 |
(Gain) loss on sale of available-for-sale securities | 38 | (50) |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0 | 209 |
Loss on foreign currency | 1,415 | 66 |
Excess tax benefits on stock-based awards | (6,598) | (6,042) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (13,869) | (7,360) |
Inventory | (2,331) | 6,964 |
Prepaid expenses and other assets | 1,696 | (365) |
Accounts payable, accrued expenses and other current liabilities | 576 | 2,497 |
Accrued compensation | 216 | 3,357 |
Deferred revenue and deferred profit | 11,233 | 1,228 |
Accrued price protection liability | 13,053 | (2,914) |
Other long-term liabilities | (3,944) | (772) |
Net cash provided by operating activities | 53,321 | 89,714 |
Investing Activities | ||
Purchases of property and equipment | (4,398) | (6,828) |
Purchases of intangible assets | (5,378) | (390) |
Cash used in acquisitions, net of cash acquired | (473,304) | (101,000) |
Purchases of available-for-sale securities | (30,577) | (80,263) |
Maturities of available-for-sale securities | 84,546 | 88,711 |
Net cash used in investing activities | (429,111) | (99,770) |
Financing Activities | ||
Repurchases of common stock | (334) | (3) |
Net proceeds from issuance of common stock | 9,092 | 4,450 |
Minimum tax withholding paid on behalf of employees for restricted stock units | (9,825) | (6,184) |
Proceeds from Issuance of Secured Debt | 416,846 | 0 |
Repayments of Secured Debt | (50,000) | 0 |
Net cash provided by (used in) financing activities | 365,779 | (1,737) |
Effect of exchange rate changes on cash and cash equivalents | 1,211 | (87) |
Decrease in cash, cash equivalents and restricted cash | (8,800) | (11,880) |
Cash, cash equivalents and restricted cash at beginning of period | 82,896 | 67,956 |
Cash, cash equivalents and restricted cash at end of period | 74,096 | 56,076 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 5,221 | 0 |
Cash paid for income taxes | 8,918 | 1,483 |
Issuance of accrued share-based bonus plan | 3,314 | 7,649 |
Physpeed [Member] | ||
Supplemental disclosures of cash flow information: | ||
Issuance of restricted stock units to Physpeed continuing employees | $ 818 | $ 578 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Description of Business MaxLinear, Inc. was incorporated in Delaware in September 2003. MaxLinear, Inc., together with its wholly owned subsidiaries, collectively referred to as MaxLinear, or the Company, is a provider of radio-frequency, mixed-signal and high-performance analog integrated circuits for the connected home, wired and wireless infrastructure, and industrial and multi-market applications. MaxLinear's customers include electronics distributors, 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, terrestrial, and satellite video set-top boxes and gateways, cable DOCSIS data and voice gateways, hybrid analog and digital televisions, smartphones, direct broadcast satellite outdoor units, optical modules for data center, metro, and long-haul transport network applications, RF transceivers and modem solutions for wireless carrier infrastructure applications, wireline connectivity devices for in-home networking applications and last-mile broadband access, and power management and interface products for enterprise networking, infrastructure, industrial, and multi-market applications. The Company is a fabless semiconductor company focusing its resources on the design, sale and marketing of its products. Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of MaxLinear, Inc. and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, 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 GAAP for complete financial statements. All intercompany transactions and investments have been eliminated in consolidation. In the opinion of management, the Company’s unaudited consolidated interim financial statements contain adjustments, including normal recurring accruals necessary to present fairly the Company’s consolidated financial position, results of operations, comprehensive income and cash flows. The consolidated balance sheet as of December 31, 2016 was derived from the Company’s audited consolidated financial statements at that date. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission, or the SEC, on February 9, 2017, or the Annual Report. Certain prior period amounts have been reclassified to conform with the current period presentation. Interim results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017 . Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes to unaudited consolidated financial statements. Actual results could differ from those estimates. Summary of Significant Accounting Policies Refer to the Company’s Annual Report for a summary of significant accounting policies. There have been no material changes to our significant accounting policies during the nine months ended September 30, 2017 . Restricted Cash As of September 30, 2017 and December 31, 2016 , the Company has restricted cash of $2.5 million and $1.8 million , respectively. The restricted cash is on deposit in connection with guarantees for certain office leases. Recently Adopted Accounting Pronouncements In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, which requires inventory to be subsequently measured using the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for the Company beginning in the first quarter of fiscal year 2017 and has been applied prospectively. The adoption of ASU No. 2015-11 by the Company in the first quarter of fiscal year 2017 did not have a material impact on the Company's consolidated financial position and results of operations. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Share-Based Compensation to simplify certain aspects of accounting for share-based payment transactions associated with income taxes, classification as equity or liabilities, and classification on the statement of cash flows. The amendments in this update are effective for the Company for fiscal years beginning with fiscal year 2017, including interim periods within those years, with early adoption permitted. Early adoption, if elected, must be completed for all of the amendments in the same period. The new guidance requires, among other things, excess tax benefits and tax deficiencies to be recorded on a prospective basis in the income statement in the provision for income taxes when awards vest or are settled. On the statement of cash flows, excess tax benefits must be classified along with other income tax cash flows as an operating activity on either a prospective transition method or a retrospective transition method. Also, because excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method when computing earnings per share is amended to exclude the amount of excess tax benefits that would be recognized in additional paid-in capital. The Company adopted ASU No. 2016-09 during the quarter ended June 30, 2016, as previously described in the Company's Form 10-Q for the period ended June 30, 2016 filed with the Securities Exchange Commission on August 8, 2016. There was no cumulative effect on retained earnings in the consolidated balance sheet upon adoption since the Company had a full valuation allowance against U.S. deferred tax assets at the time of adoption. The Company elected to continue to estimate forfeitures of share-based awards resulting in no impact to stock-based compensation expense, and is also continuing to classify cash paid by the Company when directly withholding shares for tax withholding purposes in cash flows from financing activities. On the statement of cash flows, excess tax benefits were classified along with other income tax cash flows as an operating activity upon adoption on a prospective basis. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740) to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The FASB decided that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The amendments in this update are effective for the Company beginning in the first quarter of fiscal 2018, including interim reporting periods. Early adoption is permitted as of the first quarter of fiscal 2017, or the beginning of the annual reporting period only. The Company elected to early adopt the amendments in this update beginning in the three months ended March 31, 2017. Due to a full valuation allowance on U.S. and certain foreign deferred tax assets at the time of adoption, the adoption of the amendments in this update did not have a material impact on the Company’s consolidated financial position and results of operations for the three and nine months ended September 30, 2017 . In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. When cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents are presented in more than one line item within the statement of financial position, an entity shall, for each period that a statement of financial position is presented, disclose the line items and amounts of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents disaggregated by the line item in which they appear within the statement of financial position, with a sum to the total amount of cash, cash equivalents, restricted cash and restricted cash equivalents. The amendments in this update are effective for the Company beginning in fiscal 2018, including interim periods within that year and should be applied using a retrospective transition method to each period presented. Early adoption is permitted, including adoption in an interim period. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. The Company elected to early adopt the amendments in this update beginning in the three months ended March 31, 2017. The adoption did not have a material impact on the Company’s consolidated cash flows for the three and nine months ended September 30, 2017 . In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses and provides a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments in this update are effective for the Company beginning in the first quarter of 2018 and are required to be applied prospectively on or after the effective date. No disclosures are required at transition. Early application is allowed for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The Company has elected to early adopt the amendments in this update for 2017 acquisitions. Such adoption did not have a material impact on the Company’s consolidated financial position and results of operations. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which provides for 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 2018 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company plans to apply the guidance prospectively with an adjustment to retained earnings for the cumulative effect of adoption. Adoption of the amendments in this guidance is expected to accelerate the timing of the Company’s revenue recognition on products sold via distributors, which will change from the sell-through method to the sell-in method under this guidance. The Company has performed a preliminary assessment of the impact of adopting this new accounting standard on its consolidated financial position and results of operations following the acquisition of Exar Corporation (Note 3), which has a significant amount of sales through distributors. The impact of adoption of this new accounting standard will vary depending on the level of inventory remaining at the adoption date at distributors for which we currently recognize revenue on a sell-through basis, and therefore could have a material impact on the Company's revenues for the year ending December 31, 2018 and comparative periods expected to be presented. As a result of applying the guidance prospectively with an adjustment to retained earnings for the cumulative effect of adoption, revenues that would have been recognized on a sell-through basis for the amount of deferred revenue and profit remaining as of the adoption date will not be recognized in earnings for any period. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . The amendments in this update include a requirement to measure equity investments (except equity method investments) at fair value with changes in fair value recognized in net income; previously changes in fair value were recognized in other comprehensive income. The amendments in this update are effective for the Company beginning in the first quarter of fiscal year 2018. The adoption of the amendments in this update are not expected to have a material impact on the Company's consolidated financial position and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this update require a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term for all leases with terms greater than twelve months. For leases less than twelve months, an entity is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The amendments in this update are effective for the Company for fiscal years beginning with fiscal year 2019, including interim periods within those years, with early adoption permitted. The Company is currently in the process of evaluating the impact of adoption of the amendments in this update on the Company’s consolidated financial position and results of operations; however, adoption of the amendments in this update is expected to have a material impact on the Company's consolidated financial position. In March 2016, the FASB issued ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net ) to clarify the revenue recognition implementation guidance on principal versus agent considerations. The amendments in this update clarify that when another party is involved in providing goods or services to a customer, an entity that is the principal has obtained control of a good or service before it is transferred to a customer, and provides indicators to assist an entity in determining whether it controls a specified good or service prior to the transfer to the customer. An entity that is the principal recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specified good or service transferred to the customer, whereas an agent recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified good or service to be provided by the other party. The amendments in this update are effective for the Company beginning in the first quarter of fiscal year 2018, concurrent with the new revenue recognition standard. The adoption of the amendments in this update is not expected to have a material impact on the Company's consolidated financial position and results of operations. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments to eliminate the diversity in practice regarding the presentation and classification of certain cash receipts and cash payments, including, among other things, contingent consideration payments made following a business combination and proceeds from the settlement of insurance claims in the statement of cash flows. Cash payments not made soon after the acquisition date up to the amount of the contingent consideration liability recognized at the acquisition date should be classified as financing activities, with any excess payments classified as operating activities, whereas cash payments made soon after the acquisition date to settle the contingent consideration should be classified as investing activities. Cash proceeds received from settlement of insurance claims should be classified on the basis of the nature of the related losses. The amendments in this update are effective for fiscal years beginning with fiscal year 2018, including interim periods within those years, with early adoption permitted. The adoption of this guidance is not expected have a material impact on the Company's consolidated statement of cash flows. In December 2016, the FASB issued ASU No. 2016-19, Technical Corrections and Improvements . The new standard is intended to provide clarity to the Accounting Standards Codification, or ASC, or correct unintended application of the guidance that is not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. ASU No. 2016-19 is effective for annual and interim fiscal reporting periods beginning after December 15, 2017 with respect to the amendments that require transition guidance, and early adoption is permitted. All other amendments were effective on issuance. The Company is currently evaluating the expected impact of the amendments that require transition guidance, but does not expect these to have a material impact on its consolidated financial statements upon adoption. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if the reporting unit had been acquired in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The Board also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this update are effective for the Company beginning with fiscal year 2020, including interim periods, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of the amendments in this update is not expected to have a material impact on the Company's consolidated financial position and results of operations. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this update require the Company to account for the effects of a modification in a stock-based award unless the fair value, vesting conditions and classification of the modified award is the same as those of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. The amendments in this update are effective for the Company for fiscal years beginning with fiscal year 2018, including interim periods within those years, with early adoption permitted in any interim period. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. The adoption of this guidance is not expected have a material impact on the Company's consolidated financial position and results of operations. In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. The amendments in this update modify or supersede certain selected SEC paragraphs in the revenue and leases sections of the Codification and moves other paragraphs, upon adoption of ASC Topic 606 or ASC Topic 842. The amendments also provide updated guidance on the effective date of ASC 606, Revenue from Contracts with Customers , and ASC 842, Leases for certain entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing, but does not change the effective dates for the Company and other public business entities. The amendments in this update should be applied upon adoption of ASC Topics 606 and 842, respectively. The adoption of this guidance is not expected have a material impact on the Company's consolidated financial position and results of operations. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per share is computed as required by the accounting standard for earnings per share, or EPS. Basic EPS is calculated by dividing net income (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 income 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. In periods in which the Company has a net loss, dilutive common stock equivalents are excluded from the calculation of diluted EPS. Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands, except per share amounts) Numerator: Net income (loss) $ (9,167 ) $ 9,679 $ 10,261 $ 52,944 Denominator: Weighted average common shares outstanding—basic 66,712 64,241 65,950 63,454 Dilutive common stock equivalents — 3,591 3,541 3,900 Weighted average common shares outstanding—diluted 66,712 67,832 69,491 67,354 Net income (loss) per share: Basic $ (0.14 ) $ 0.15 $ 0.16 $ 0.83 Diluted $ (0.14 ) $ 0.14 $ 0.15 $ 0.79 The Company excluded 1.1 million common stock equivalents for outstanding stock-based awards for the nine months ended September 30, 2017 and 1.5 million and 1.0 million for the three and nine months ended September 30, 2016 , respectively, from the calculation of diluted net income per share due to their anti-dilutive nature. For the three months ended September 30, 2017 , the Company incurred a net loss and accordingly excluded 4.5 million common stock equivalents, which represented all potentially dilutive securities from diluted net loss per share as the impact was anti-dilutive. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Acquisition of Exar Corporation On May 12, 2017 , pursuant to the March 28, 2017 Agreement and Plan of Merger, Eagle Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of MaxLinear, merged with and into Exar Corporation , or Exar, with Exar surviving as a wholly owned subsidiary of MaxLinear. Under this Agreement and Plan of Merger, the Company agreed to acquire all of Exar's outstanding common stock for $13.00 per share in cash. MaxLinear also assumed certain of Exar's stock-based awards in the merger. MaxLinear paid aggregate cash consideration of $688.1 million including $12.7 million of cash paid to settle certain stock-based awards that were not assumed by MaxLinear in the merger. The Company funded the transaction with cash from the balance sheet of the combined companies and the net proceeds of approximately $416.8 million from $425.0 million of new transaction debt. Exar is a designer and developer of high-performance analog mixed-signal integrated circuits and sub-system solutions. The merger significantly furthers the Company's strategic goals of increasing revenue scale, diversifying revenues by end customers and addressable markets, and expanding its analog and mixed-signal footprint on existing tier-one customer platforms. Exar adds a diverse portfolio of high performance analog and mixed-signal products constituting power management and interface technologies that are ubiquitous functions in wireless and wireline communications infrastructure, broadband access, industrial, enterprise networking, and automotive platforms. The Company intends to leverage combined technological expertise, cross-selling opportunities and distribution channels to significantly expand its serviceable addressable market. The following table summarizes the fair value of purchase price consideration to acquire Exar (in thousands): Acquisition Consideration Amount Cash (1) $ 688,114 Fair value of vested stock-based awards assumed (2) 4,613 Total $ 692,727 __________________ (1) Cash consideration paid includes 51,953,635 shares ultimately tendered at $13.00 per share, or an aggregate total of $675.4 million , plus $12.7 million of cash paid to settle certain outstanding stock-based awards which were not assumed by MaxLinear in the merger. (2) MaxLinear assumed certain of Exar's outstanding stock-based awards as part of the merger, and estimated the fair value of such assumed stock-based awards. The portion allocated to purchase price consideration represents the vested assumed stock-based awards. The fair value of the MaxLinear equivalent stock options included in stock-based awards assumed was estimated using the Black-Scholes valuation model utilizing the assumptions noted below. The expected volatility of the MaxLinear stock price is based on the average historical volatility over the expected term based on daily closing stock prices. The expected term of the option is based on the remaining vesting period and contractual term of the options, using the simplified method of determining expected term as used by MaxLinear. The stock price volatility and expected term are based on MaxLinear’s best estimates at this time, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the total consideration recorded for the acquisition. The following is an allocation of purchase price as of the May 12, 2017 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by MaxLinear in the acquisition (in thousands): Description Amount Preliminary purchase price allocation: Cash $ 235,810 Accounts receivable 11,363 Inventory 48,536 Prepaid and other current assets 2,351 Property and equipment 4,273 Identifiable intangible assets 249,500 Deferred tax assets 4,830 Other assets 5,434 Accounts payable (12,385 ) Accrued expenses and other current liabilities (10,371 ) Accrued compensation (5,258 ) Other long-term liabilities (3,030 ) Identifiable net assets acquired 531,053 Goodwill 161,674 Total purchase price $ 692,727 The fair value of inventories acquired from Exar included an acquisition accounting fair market value step-up of $24.3 million . The Company recognized $9.7 million and $14.6 million amortization of Exar inventory step-up in cost of sales in the consolidated statements of operations for the three and nine months ended September 30, 2017 , respectively. Included in other assets in the Exar purchase price allocation is $5.0 million held in escrow pertaining to indemnification obligations under the purchase agreement associated with the November 9, 2016 divestiture of a business unit by Exar (Note 12). The following table presents details of the identified intangible assets acquired of Exar: Estimated Useful Life (in years) Fair Value (in thousands) Developed technology 7.0 $ 120,900 Trademarks and tradenames 6.0 12,100 Customer-related intangible 5.0 96,300 Product backlog 0.5 3,600 Finite-lived intangible assets 232,900 In-process research and development N/A 16,600 Total intangible assets $ 249,500 In the three months ended September 30, 2017 , the Company refined its valuation of acquired assets and evaluation of income tax positions and recorded adjustments to certain acquired assets and assumed liabilities, including a decrease of $1.1 million to deferred tax assets, and a corresponding increase to goodwill associated with Exar of $1.0 million . The related impact of such adjustments on net loss for the three months ended September 30, 2017 was a net increase in amortization expense of $0.7 million , which primarily consisted of an increase in amortization expense included in cost of sales of $1.0 million partially offset by a decrease in amortization expense included in selling, general and administrative expense of $0.3 million . Acquisition of Certain Assets and Assumption of Certain Liabilities of the G.hn business of Marvell Semiconductor, Inc. On April 4, 2017 , the Company consummated the transactions contemplated by a share and asset acquisition agreement with Marvell Semiconductor, Inc., or Marvell, to purchase certain assets and assume certain liabilities of Marvell’s G.hn business, including its Spain legal entity, for aggregate cash consideration of $21.0 million . The Company also hired certain employees of the G.hn business outside of Spain and assumed employment obligations of the Spanish entity acquired, which is now a subsidiary of MaxLinear. The assets acquired include, among other things, patents and other intellectual property, a workforce-in-place and other intangible assets, as well as tangible assets that include but are not limited to production masks and other production related assets, inventory and other property and equipment. The liabilities assumed include, among other things, product warranty obligations and accrued vacation and severance obligations for employees of Marvell that were acquired or hired by the Company upon close of the acquisition. The acquired assets and assumed liabilities, together with the employees who joined MaxLinear and its subsidiaries as a result of the transaction, represent a business as defined in ASC 805, Business Combinations . The Company is integrating the acquired assets and employees into the Company's existing business. The acquisition of the G.hn business expands the Company's footprint in existing connected-home markets including the wired whole-home broadband connectivity market. The following table summarizes the fair value of purchase price consideration to acquire the G.hn business (in thousands): Acquisition Consideration Amount Cash $ 21,000 Total $ 21,000 The following is an allocation of purchase price as of the April 4, 2017 closing date under the acquisition method of accounting. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by MaxLinear in the acquisition (in thousands): Description Amount Purchase price allocation: Inventory $ 2,084 Prepaid and other current assets 147 Property and equipment 3,277 Identifiable intangible assets 12,600 Deferred tax assets 875 Other assets 28 Accounts payable (1 ) Accrued expenses (234 ) Accrued compensation (2 ) Other long-term liabilities (99 ) Identifiable net assets acquired 18,675 Goodwill 2,325 Total purchase price $ 21,000 The fair value of inventories acquired included an acquisition accounting fair market value step-up of $1.2 million . The Company recognized $0 and $1.2 million amortization of inventory step-up in cost of sales in the consolidated statements of operations for the three and nine months ended September 30, 2017 . The following table presents details of the identified intangible assets acquired of the G.hn business: Estimated Useful Life (in years) Fair Value (in thousands) Developed technology 7.0 $ 7,100 Customer-related intangibles 1.8 4,800 Covenant not-to-compete 3.0 200 Product backlog 0.8 500 Total identifiable intangible assets $ 12,600 In the three months ended September 30, 2017 , the Company recorded an adjustment to decrease certain assumed liabilities and a corresponding decrease to goodwill associated with the G.hn business of $0.1 million (Note 5). There was no related impact of such adjustments on net loss for the three months ended September 30, 2017 . The Company has completed its purchase price allocation accounting associated with this acquisition. Assumptions in the Allocations of Purchase Price Management prepared the purchase price allocations for Exar and the G.hn businesses, and in doing so considered or relied in part upon a report of a third party valuation expert to calculate the fair value of certain acquired assets, which primarily included identifiable intangible assets, inventory, and property and equipment. Estimates of fair value require management to make significant estimates and assumptions which are preliminary and subject to change upon finalization of the valuation analysis. The goodwill recognized is attributable primarily to the acquired workforce, expected synergies, and other benefits that MaxLinear believes will result from integrating the operations of Exar and the G.hn business with the operations of MaxLinear. Certain liabilities and deferred taxes included in the purchase price allocations are based on management's best estimates of the amounts to be paid or settled and based on information available at the time the purchase price allocations were prepared. Updates to and/or completion of the valuations of certain assets acquired and liabilities assumed and our evaluation of certain income tax positions may result in changes to the recorded amounts of assets and liabilities, with corresponding adjustments to goodwill amounts in subsequent periods. We expect to complete the valuation and evaluation and finalize the purchase price allocation for Exar within 12 months of the acquisition date. The fair value of the identified intangible assets acquired from Exar and the G.hn business was estimated using an income approach. Under the income approach, an intangible asset's fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. Indications of value are developed by discounting future net cash flows to their present value at market-based rates of return. More specifically, the fair value of the developed technology, IPR&D and backlog assets was determined using the multi-period excess earnings method, or MPEEM. 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 its net present value. Significant factors considered in the calculation of the developed technology and IPR&D intangible assets 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. Developed technology will begin amortization 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. In connection with the acquisitions of Exar and the G.hn business, the Company has assumed liabilities related to product quality issues, warranty claims and contract obligations which are included in accrued expenses and other current liabilities in the purchase price allocations above. The Company has also assumed a purchase agreement that includes an indemnification clause from Exar related to a November 9, 2016 business unit divestiture by Exar. Exar’s indemnification obligations for breaches of representations and warranties survive for 12 months from the closing of the divestiture, except for breaches of representations and warranties covering intellectual property, which survive for 18 months, and breaches of representations and warranties of certain fundamental representations, which survive until the expiration of the applicable statute of limitations. The amount of the indemnification could be up to the full purchase price received for breaches of representations and warranties, covenants and other matters under the applicable purchase agreement (Note 12). Goodwill recorded in connection with the acquisitions of Exar and the G.hn business was $161.7 million and $2.3 million , respectively. The Company does not expect to deduct any of the acquired goodwill for tax purposes. Proforma Combined Financial Information The following table presents unaudited pro forma combined financial information for each of the periods presented, as if the acquisitions of Exar and the G.hn business had occurred at the beginning of fiscal year 2016: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) Net revenues – proforma combined $ 113,581 $ 125,202 $ 343,101 $ 384,362 Net income (loss) – proforma combined $ 4,929 $ (11,960 ) $ 21,755 $ (33,920 ) The following adjustments were included in the unaudited pro forma combined net income (loss): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) Net income (loss) $ (9,167 ) $ 9,679 $ 10,261 $ 52,944 Add: Results of operations – acquired business — (2,510 ) (8,916 ) (869 ) Less: Proforma adjustments Depreciation of property, plant and equipment 1,199 (217 ) 970 555 Amortization of intangible assets 1,966 (10,055 ) (9,498 ) (33,717 ) Amortization of inventory step-up 9,715 (5,051 ) 15,818 (26,503 ) Impairment of intangible assets — — — 1,519 Acquisition and integration expenses 982 — 16,389 (16,389 ) Interest expense 360 (3,806 ) (5,029 ) (11,460 ) Income tax benefit (126 ) — 1,760 — Net income (loss) – proforma combined $ 4,929 $ (11,960 ) $ 21,755 $ (33,920 ) Net income (loss) per share - proforma combined: Basic $ 0.07 $ (0.19 ) $ 0.33 $ (0.53 ) Diluted $ 0.07 $ (0.19 ) $ 0.31 $ (0.53 ) Shares used to compute net income (loss) per share - proforma combined Basic 66,712 64,241 65,950 63,454 Diluted 69,668 64,241 69,491 63,454 The pro forma combined financial information for the three months ended September 30, 2016 includes aggregate non-recurring adjustments of $5.0 million consisting of aggregate amortization of inventory step-up of $4.9 million and amortization of intangible assets of $0.2 million from the Exar and G.hn businesses, for which the related assets have useful lives of less than one year. The pro forma combined financial information for the nine months ended September 30, 2016 includes aggregate non-recurring adjustments of $29.6 million consisting of aggregate amortization of inventory step-up of $25.5 million and amortization of intangible assets of $4.1 million from the Exar and G.hn businesses, for which the related assets have useful lives of less than one year, and excludes impairment of intangible assets of $1.5 million included in Exar's historical results of operations. The pro forma combined financial information is presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations of the consolidated business had the acquisitions of Exar and the G.hn business actually occurred at the beginning of fiscal year 2016 or of the results of future operations of the consolidated business. The unaudited pro forma financial information does not reflect any operating efficiencies and cost saving that may be realized from the integration of the acquisitions in the Company's unaudited consolidated statements of income. For the three months ended September 30, 2017 , $35.5 million of revenue and $21.6 million of gross profit, excluding $14.3 million of amortization of acquired intangible assets and the inventory fair-value step-up of Exar and the G.hn business since the acquisition date, are included in the Company's consolidated statements of operations. Such amounts exclude revenue and gross profit of $0.8 million that would have been recorded by Exar on a sell-through basis had deferred revenue and deferred profit as of the May 12, 2017 acquisition date not been eliminated in the purchase price allocation for Exar as a result of acquisition accounting. For the nine months ended September 30, 2017 , $49.4 million of revenue and $29.6 million of gross profit, excluding $23.5 million of amortization of acquired intangible assets and the inventory fair-value step-up of Exar and the G.hn business since the acquisition date, are included in the Company's consolidated statements of operations. The amounts for the nine-month period exclude revenue of $6.1 million and related gross profit of $4.7 million that would have been recorded by Exar on a sell-through basis had deferred revenue and deferred profit as of the May 12, 2017 acquisition date not been eliminated in the purchase price allocation as a result of acquisition accounting. Acquisition and integration-related costs of $1.0 million and $10.0 million related to the acquisitions of Exar and the G.hn business were included in selling, general, and administrative expenses in the Company's statements of operations for the three and nine months ended September 30, 2017 , respectively. Acquisition of Certain Assets and Assumption of Certain Liabilities of the Wireless Infrastructure Backhaul Business of Broadcom Corporation On July 1, 2016 , the Company consummated the transactions contemplated by an asset purchase agreement entered into with Broadcom Corporation. The Company paid cash consideration of $80.0 million for the purchase of certain assets of Broadcom's wireless infrastructure backhaul business , and the assumption of certain liabilities. The acquired assets and assumed liabilities, together with employees who joined MaxLinear and its subsidiaries as a result of the transaction, represent a business as defined in ASC 805, Business Combinations . The Company has integrated the acquired assets and employees into the Company's existing business. In the nine months ended September 30, 2017 , the Company recorded an adjustment to decrease certain assumed liabilities and a corresponding decrease to goodwill of $0.3 million (Note 5). The Company has completed its purchase price allocation accounting associated with this acquisition. Acquisition of Certain Assets and Assumption of Certain Liabilities of the Wireless Infrastructure Access Business of Microsemi Storage Solutions, Inc. (formerly known as PMC-Sierra, Inc.) On April 28, 2016 , the Company entered into an asset purchase agreement with Microsemi Storage Solutions, Inc., formerly known as PMC-Sierra, Inc., or Microsemi, and consummated the transactions contemplated by the asset purchase agreement. The Company paid cash consideration of $21.0 million for the purchase of certain wireless access assets of Microsemi's wireless infrastructure access business , and assumed certain liabilities. The acquired assets and assumed liabilities, together with employees who joined MaxLinear and its subsidiaries as a result of the transaction, represent a business as defined in ASC 805, Business Combinations . The Company has integrated the acquired assets and employees into the Company's existing business. Acquisition of Entropic Communications, Inc. On April 30, 2015 , the Company completed its acquisition of Entropic Communications, Inc., or Entropic, for aggregate consideration of $289.4 million , which was comprised of the equity value of shares of the Company's common stock that were issued in the transaction of $173.8 million , the portion of outstanding equity awards deemed to have been earned as of April 30, 2015 of $4.5 million and cash of $111.1 million . Acquisition of Physpeed, Co., Ltd. On October 31, 2014 , the Company acquired 100% of the outstanding common shares of Physpeed Co., Ltd., or 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. The following disclosures regarding this acquisition are for the nine months ended September 30, 2017 and 2016 . Earn-Out The definitive merger agreement also provided for 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 contingent earn-out consideration had an estimated fair value of $0.3 million at the date of acquisition. The 2015 earn-out amount was determined by multiplying $0.375 million by a 2015 revenue percentage that was defined in the definitive merger agreement. The 2016 earn-out amount was determined by multiplying $0.375 million by a 2016 revenue percentage that was defined in the definitive merger agreement and was fully earned as of December 31, 2016 . During the nine months ended September 30, 2017 , the Company paid $0.375 million for the 2016 earn-out (Note 6). Restricted Stock Units The Company agreed to grant restricted stock units, or RSUs, under its equity incentive plan to Physpeed continuing employees if certain 2016 revenue targets were met contingent upon continued employment. Qualifying revenues were the net revenues recognized 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 February 2017, the Company settled the remaining obligations of $1.6 million related to the 2016 revenue period by issuing $0.86 million in RSUs and through payment of $0.76 million in cash. |
Restructuring Activity
Restructuring Activity | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activity | Restructuring Activity From time to time, the Company approves and implements restructuring plans as a result of acquisitions, internal resource alignment, and cost saving measures. Such restructuring plans include vacating certain leased facilities, terminating employees, and cancellation of contracts. The following table presents the activity related to the restructuring plans, which is included in restructuring charges in the consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) Employee separation expenses $ 1,689 $ — $ 7,685 $ — Lease related charges 351 — 901 1,976 Other 138 — 138 130 $ 2,178 $ — $ 8,724 $ 2,106 Included in employee separation expenses for the three and nine months ended September 30, 2017 is $ 0.4 million and $4.9 million of incremental stock-based compensation from the acceleration of certain stock-based awards we assumed from Exar due to change in control provisions upon termination or diminution of authority of former Exar executives and other severance-related charges of $ 1.3 million and $2.8 million for the same periods. Lease related and other charges for the 2017 periods related to exiting certain Exar facilities. The lease impairment charges in the 2016 periods include adjustments to the estimates of net present value of the remaining lease obligation for actual sublease income and period costs associated with certain vacated facilities, including commissions to brokers involved in subleasing property. Total sublease income related to leased facilities the Company ceased using was approximately $0.5 million and $1.6 million for the three and nine months ended September 30, 2017 , respectively. Sublease income was approximately $0.4 million and $0.9 million for the three and nine months ended September 30, 2016 , respectively. The following table presents a roll-forward of the Company's restructuring liability for the nine months ended September 30, 2017 . The restructuring liability is included in accrued expenses and other current liabilities in the consolidated balance sheets. Employee Separation Expenses Lease Related Charges Other Total (in thousands) Liability as of December 31, 2016 $ — $ 499 $ 37 $ 536 Transfers from deferred rent — 4,405 — 4,405 Restructuring charges 7,685 901 138 8,724 Assumed in acquisition — — 70 70 Cash payments (2,155 ) (2,140 ) (111 ) (4,406 ) Non-cash items (4,855 ) (252 ) (27 ) (5,134 ) Liability as of September 30, 2017 $ 675 $ 3,413 $ 107 $ 4,195 Non-cash items primarily consist of the release of accelerated stock-based awards upon termination of former Exar executives. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Goodwill arises from the acquisition method of accounting for business combinations and represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. The fair values of net tangible assets and intangible assets acquired are based upon preliminary valuations and the Company's estimates and assumptions are subject to change within the measurement period (potentially up to one year from the acquisition date). During the three months ended March 31, 2017, the Company adjusted its allocation of purchase price for the acquisition of the wireless infrastructure backhaul business (Note 3) related to a decrease in an assumed liability and a corresponding decrease in goodwill of $0.3 million , which is reflected in "adjustments" in the table below. During the three months ended September 30, 2017 , the Company adjusted its allocations of purchase price for the acquisitions of Exar and the G.hn business. Refer to Note 3 for amounts and details of such adjustments. The following table presents the changes in the carrying amount of goodwill: Carrying Amount (in thousands) Balance as of December 31, 2016 $ 76,015 Acquisitions 163,999 Adjustments (341 ) Balance as of September 30, 2017 $ 239,673 Goodwill is not amortized, but is assessed for impairment on an annual basis on October 31 each year and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair market value of the reporting unit. No goodwill impairment was recognized for the three and nine months ended September 30, 2017 and 2016 . Acquired Intangibles Finite-lived Intangible Assets The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and technology licenses purchased, which continue to be amortized: September 30, 2017 December 31, 2016 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Licensed technology 3.7 $ 4,891 $ (3,263 ) $ 1,628 $ 3,311 $ (2,957 ) $ 354 Developed technology 6.9 224,461 (30,690 ) 193,771 77,800 (13,550 ) 64,250 Trademarks and trade names 6.1 13,800 (1,427 ) 12,373 1,700 (405 ) 1,295 Customer relationships 4.6 121,100 (19,415 ) 101,685 20,000 (4,782 ) 15,218 Covenants non-compete 3.0 1,100 (415 ) 685 900 (156 ) 744 Backlog 0.5 31,337 (30,570 ) 767 26,600 (26,600 ) — $ 396,689 $ (85,780 ) $ 310,909 $ 130,311 $ (48,450 ) $ 81,861 The following table sets forth amortization expense associated with finite-lived intangible assets, which is included in the consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Cost of net revenue $ 7,907 $ 2,571 $ 16,851 $ 5,940 Research and development 137 137 412 481 Selling, general and administrative 9,924 3,082 20,067 4,039 $ 17,968 $ 5,790 $ 37,330 $ 10,460 Amortization of finite-lived intangible assets in cost of net revenue in the consolidated statements of operations results primarily from acquired developed technology. The following table sets forth the activity during the nine months ended September 30, 2017 related to finite-lived intangible assets resulting from acquisitions, other additions, transfers to developed technology from in-process research and development, or IPR&D and amortization: Carrying Amount (in thousands) Balance as of December 31, 2016 $ 81,861 Acquisitions 245,500 Additions 5,378 Transfers to developed technology from IPR&D 15,500 Amortization (37,330 ) Balance as of September 30, 2017 $ 310,909 The Company regularly reviews the carrying amount of its long-lived assets subject to depreciation and amortization, 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 is 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 is measured based on the excess of the carrying amount of the asset over the asset’s fair value. During the three and nine months ended September 30, 2017 and 2016 , no impairment losses related to finite-lived intangible assets were recognized. The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2017 : Amount (in thousands) 2017 (3 months) $ 17,167 2018 65,598 2019 54,748 2020 53,882 2021 53,099 Thereafter 66,415 Total $ 310,909 Indefinite-lived Intangible Assets The following table sets forth the activity of the Company’s indefinite-lived intangible assets resulting from acquisitions, transfers to developed technology from IPR&D and impairment losses: Gross Carrying Amount (in thousands) Balance as of December 31, 2016 $ 22,400 Acquisitions 16,600 Transfers to developed technology from IPR&D (15,500 ) Impairment losses (2,000 ) Balance as of September 30, 2017 $ 21,500 The Company performs its annual assessment of indefinite-lived intangible assets on October 31 each year or more frequently if events or changes in circumstances indicate that the asset might be impaired utilizing a qualitative test as a precursor to the quantitative test comparing the fair value of the assets with their carrying amount. Based on the qualitative test, if it is more likely than not that indicators of impairment exists, the Company proceeds to perform a quantitative analysis. Impairment losses related to indefinite-lived intangible assets for the three and nine months ended September 30, 2017 were $2.0 million and related to a single IPR&D project of Exar, which was abandoned. Impairment losses related to indefinite-lived intangible assets for the three and nine months ended September 30, 2016 were $1.3 million and consisted of all of the IPR&D of the wireless infrastructure access business. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments As of September 30, 2017 , the Company did not have any financial instruments that are required to be measured at fair value on a recurring basis. The composition of financial instruments as of December 31, 2016 is as follows: December 31, 2016 Amortized Gross Unrealized Fair Gains Losses (in thousands) Assets Money market funds $ 39,181 $ — $ — $ 39,181 Government debt securities 28,025 — (32 ) 27,993 Corporate debt securities 25,923 — (7 ) 25,916 93,129 — (39 ) 93,090 Less amounts included in cash and cash equivalents (39,181 ) — — (39,181 ) $ 53,948 $ — $ (39 ) $ 53,909 Fair Value at December 31, 2016 (in thousands) Liabilities Contingent consideration $ 375 Total $ 375 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 hierarchical 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. The Company has not made any adjustments to the prices obtained from its third-party pricing providers. The contingent liability is classified as Level 3 as of December 31, 2016 and is valued using an internal rate of return model. The assumptions used in preparing the internal rate of return model include revenues earned related to Physpeed products and services and a discount factor of 1 at December 31, 2016 . The contingent liability was settled in the nine months ended September 30, 2017 . The assumptions used in preparing the internal rate of return model included estimates for outcome if milestone goals were achieved, the probability of achieving each outcome and discount rates. There were no significant changes in any of the unobservable inputs used in the fair value measurement of contingent consideration, and the resultant fair value. The following table presents a summary of the Company’s financial instruments that were measured at fair value on a recurring basis as of December 31, 2016 : Fair Value Measurements at December 31, 2016 Balance at December 31, 2016 Quoted Prices Significant Significant (in thousands) Assets Money market funds $ 39,181 $ 39,181 $ — $ — Government debt securities 27,993 — 27,993 — Corporate debt securities 25,916 — 25,916 — $ 93,090 $ 39,181 $ 53,909 $ — Liabilities Contingent consideration $ 375 $ — $ — $ 375 The following summarizes the activity in Level 3 financial instruments: Nine Months Ended September 30, 2017 2016 (in thousands) Contingent Consideration (1) Beginning balance $ 375 $ 395 Physpeed earn-out payment (375 ) (240 ) Loss recognized in net income (2) — 209 Ending balance $ — $ 364 Net loss for the period included in net income attributable to contingent consideration held at the end of the period $ — $ (209 ) ____________________________ (1) In connection with the acquisition of Physpeed, the Company recorded contingent consideration based upon the expected achievement of 2015 and 2016 revenue milestones. Changes to the fair value of contingent consideration due to changes in assumptions used in preparing the valuation model were recorded in selling, general and administrative expense in the unaudited consolidated statements of operations. (2) Changes to the estimated fair value of contingent consideration for the three and nine months ended September 30, 2016 were primarily due to updates to present value discount factors. There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the three and nine months ended September 30, 2017 . Financial Instruments Not Recorded at Fair Value on a Recurring Basis Some of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: cash and cash equivalents, net receivables, certain other assets, accounts payable, accrued expenses, accrued compensation costs, and other current liabilities. The Company’s long-term debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure purposes (Note 8). |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details Cash, cash equivalents, restricted cash and investments consist of the following: September 30, 2017 December 31, 2016 (in thousands) Cash and cash equivalents $ 71,576 $ 81,086 Short-term restricted cash 615 614 Long-term restricted cash 1,905 1,196 Total cash, cash equivalents and restricted cash 74,096 82,896 Short-term investments — 47,918 Long-term investments — 5,991 $ 74,096 $ 136,805 Inventory consists of the following: September 30, 2017 December 31, 2016 (in thousands) Work-in-process $ 27,093 $ 13,947 Finished goods 36,599 12,636 $ 63,692 $ 26,583 Property and equipment, net consists of the following: Useful Life September 30, 2017 December 31, 2016 (in thousands) Furniture and fixtures 5 $ 2,108 $ 1,983 Machinery and equipment 3-5 32,495 27,028 Masks and production equipment 2 10,625 9,153 Software 3 5,085 3,625 Leasehold improvements 1-5 13,965 11,635 Construction in progress N/A 228 39 64,506 53,463 Less accumulated depreciation and amortization (41,170 ) (32,914 ) $ 23,336 $ 20,549 Depreciation expense for the three and nine months ended September 30, 2017 was $3.4 million and $9.2 million , respectively. Depreciation expense for the three and nine months ended September 30, 2016 was $3.0 million and $8.3 million , respectively. Deferred revenue and deferred profit consist of the following: September 30, 2017 December 31, 2016 (in thousands) Deferred revenue—rebates $ 130 $ 464 Deferred revenue—distributor transactions 22,902 7,987 Deferred cost of net revenue—distributor transactions (5,808 ) (2,460 ) $ 17,224 $ 5,991 Accrued price protection liability consists of the following activity: Nine Months Ended September 30, 2017 2016 (in thousands) Beginning balance $ 15,176 $ 20,026 Charged as a reduction of revenue 36,256 34,501 Reversal of unclaimed rebates (70 ) (1,302 ) Payments (23,133 ) (36,113 ) Ending balance $ 28,229 $ 17,112 Accrued expenses and other current liabilities consist of the following: September 30, 2017 December 31, 2016 (in thousands) Accrued technology license payments $ 5,186 $ 5,850 Accrued professional fees 1,079 1,620 Accrued engineering and production costs 1,565 1,232 Accrued restructuring 4,195 536 Accrued royalty 1,164 846 Accrued leases - other 1,418 1,560 Accrued customer credits 1,159 1,207 Income tax liability 4,167 235 Other 7,090 3,272 $ 27,023 $ 16,358 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of September 30, 2017 , the carrying amount of the Company's long-term debt consists of the following: September 30, 2017 (in thousands) Principal $ 375,000 Less: Unamortized debt discount (2,005 ) Unamortized debt issuance costs (5,673 ) Net carrying amount of long-term debt 367,322 Less: current portion of long-term debt — Long-term debt, non-current portion $ 367,322 On May 12, 2017, the Company entered into a credit agreement with certain lenders and a collateral agent in connection with the acquisition of Exar (Note 3). The credit agreement provides for an initial secured term B loan facility (the “Initial Term Loan”) in an aggregate principal amount of $425.0 million . The credit agreement permits the Company to request incremental loans in an aggregate principal amount not to exceed the sum of $160.0 million (subject to adjustments for any voluntary prepayments), plus an unlimited amount that is subject to pro forma compliance with certain secured leverage ratio and total leverage ratio tests. Incremental loans are subject to certain additional conditions, including obtaining additional commitments from the lenders then party to the credit agreement or new lenders. Loans under the credit agreement bear interest, at the Company’s option, at a rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50% , (y) the prime rate then in effect and (z) an adjusted LIBOR rate determined on the basis of a one- three- or six-month interest period, plus 1.0% or (ii) an adjusted LIBOR rate, subject to a floor of 0.75% , in each case, plus an applicable margin of 2.50% in the case of LIBOR rate loans and 1.50% in the case of base rate loans. Commencing on September 30, 2017, the Initial Term Loan will amortize in equal quarterly installments equal to 0.25% of the original principal amount of the Initial Term Loan, with the balance payable on the maturity date. The Initial Term Loan has a term of seven years and will mature on May 12, 2024, at which time all outstanding principal and accrued and unpaid interest on the Initial Term Loan must be repaid. The Company is also required to pay fees customary for a credit facility of this size and type. The Company is required to make mandatory prepayments of the outstanding principal amount of term loans under the credit agreement with the net cash proceeds from the disposition of certain assets and the receipt of insurance proceeds upon certain casualty and condemnation events, in each case, to the extent not reinvested within a specified time period, from excess cash flow beyond stated threshold amounts, and from the incurrence of certain indebtedness. The Company has the right to prepay its term loans under the credit agreement, in whole or in part, at any time without premium or penalty, subject to certain limitations and a 1.0% soft call premium applicable during the first six months for the loan term. The Company exercised its right to prepay and made aggregate prepayments of principal of $50.0 million in the three and nine months ended September 30, 2017 . The Company’s obligations under the credit agreement are required to be guaranteed by certain of its domestic subsidiaries meeting materiality thresholds set forth in the credit agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and the subsidiary guarantors pursuant to a security agreement with the collateral agent. The credit agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its restricted subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental changes, make investments, make certain restricted payments, and sell assets, in each case, subject to limitations and exceptions. The credit agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other indebtedness, covenant defaults, change in control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require immediate payment of all obligations under the credit agreement, and may exercise certain other rights and remedies provided for under the credit agreement, the other loan documents and applicable law. As of September 30, 2017 , the weighted average effective interest rate payable on the long-term debt was 3.7% . The debt is carried at its principal amount, net of unamortized debt discount and issuance costs, and is not adjusted to fair value each period. The issuance date fair value of the liability component of the debt in the amount of $398.5 million was determined using a discounted cash flow analysis, in which the projected interest and principal payments were discounted back to the issuance date of the term loan at a market interest rate for nonconvertible debt of 4.6% , which represents a Level 3 fair value measurement. The debt discount of $2.1 million and debt issuance costs of $6.0 million are being amortized to interest expense using the effective interest method from the issuance date through the contractual maturity date of the term loan of May 12, 2024. During the three and nine months ended September 30, 2017 , the Company recognized amortization of debt discount of $0.08 million and $0.1 million , respectively, and debt issuance costs of $0.2 million and $0.3 million to interest expense. The approximate fair value of the term loan as of September 30, 2017 was $356.9 million , which was estimated on the basis of inputs that are observable in the market and which is considered a Level 2 measurement method in the fair value hierarchy. As of September 30, 2017 , the remaining principal balance on the term loan of $375.0 million is due on May 12, 2024 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation and Employee Benefit Plans | Stock-Based Compensation and Employee Benefit Plans Common Stock On March 29, 2017 , each share of the Company’s then outstanding Class A common stock and Class B common stock automatically converted into a single class of common stock pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation. Also on March 29, 2017, the shares underlying outstanding stock options, restricted stock units and restricted stock awards automatically converted to rights to receive shares of a single class of common stock. The conversion had no impact on the total number of issued and outstanding shares of capital stock; the Class A shares and Class B shares converted into an equivalent number of shares of common stock. The board of directors approved a reduction in the Company’s total number of authorized shares of capital stock by 65,445,853 from 1,575,000,000 to 1,509,554,147 to account for the 58,876,053 shares of Class A common stock and 6,569,800 shares of Class B common stock retired upon conversion, such that the authorized number of shares of Class A common stock is 441,123,947 and the authorized number of shares of Class B common stock is 493,430,200 . No additional Class A shares or Class B shares will be issued following the conversion. The authorized number of shares of common stock and preferred stock remain unchanged at 550,000,000 shares and 25,000,000 shares, respectively. Following the conversion, each share of common stock is entitled to one vote per share and otherwise has the same designations, rights, powers and preferences as the Class A common stock prior to the conversion. In addition, holders of the common stock vote as a single class of stock on any matter that is submitted to a vote of stockholders. Prior to the conversion, the holders of the Company’s Class A and Class B common stock had identical voting rights, except that holders of Class A common stock were entitled to one vote per share and holders of Class B common stock were 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 had 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 were not publicly traded. Each share of Class B common stock was convertible at any time at the option of the holder into one share of Class A common stock and in most instances automatically converted upon sale or other transfer. Employee Benefit Plans At September 30, 2017 , the Company had stock-based compensation awards outstanding under the following plans: the 2004 Stock Plan, the 2010 Equity Incentive Plan, as amended, or 2010 Plan, the 2010 Employee Stock Purchase Plan, or ESPP, and plans under which equity incentive awards were assumed in connection with the recent acquisition of Exar Corporation. Refer to the Company’s Annual Report for a summary of the Company's stock-based compensation and equity plans as of December 31, 2016. There have been no material changes to the terms of the Company's equity incentive plans during the nine months ended September 30, 2017 . In connection with the Company’s acquisition of Exar on May 12, 2017, the Company assumed unvested out-of-the-money stock options and unvested restricted units issued under the terms of the Exar Corporation equity incentive plans. As of September 30, 2017 , the number of shares of common stock reserved for issuance under the 2010 Plan was 12,227,713 shares. As of September 30, 2017 , the number of shares of common stock reserved for issuance under the ESPP was 1,663,226 shares. Stock-Based Compensation The Company recognizes stock-based compensation in the consolidated statements of operations, based on the department to which the related employee reports, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Cost of net revenue $ 93 $ 56 $ 231 $ 150 Research and development 4,337 4,332 11,841 10,916 Selling, general and administrative 2,965 1,876 7,911 5,409 Restructuring 401 — 4,915 — $ 7,796 $ 6,264 $ 24,898 $ 16,475 The total unrecognized compensation cost related to unvested restricted stock units and restricted stock awards as of September 30, 2017 was $54.6 million , and the weighted average period over which these equity awards are expected to vest is 2.61 years. The total unrecognized compensation cost related to unvested stock options as of September 30, 2017 was $8.4 million , and the weighted average period over which these equity awards are expected to vest is 2.08 years. Restricted Stock Units and Restricted Stock Awards The Company calculates the fair value of restricted stock units based on the fair market value of the Company's common stock (formerly Class A common stock) on the grant date. Stock based compensation is recognized over the vesting period using the straight-line method. A summary of the Company’s restricted stock unit and restricted stock award activity is as follows: Number of Shares (in thousands) Weighted-Average Grant-Date Fair Value per Share Outstanding at December 31, 2016 3,670 $ 14.67 Granted 1,349 27.27 Assumed in acquisition 250 31.12 Vested (1,394 ) 15.88 Canceled (375 ) 20.13 Outstanding at September 30, 2017 3,500 19.68 Employee Stock Purchase Rights and Stock Options The Company uses the Black-Scholes valuation model to calculate the fair value of employee stock purchase rights and stock options granted to employees. Stock based compensation expense is recognized over the vesting period using the straight-line method. Employee Stock Purchase Rights During the nine months ended September 30, 2017 , there were 117,217 shares of common stock purchased under the ESPP. The shares were purchased on May 15, 2017 at a grant price of $18.11 per share. The fair values of employee stock purchase rights were estimated using the Black-Scholes option pricing model at their respective grant date using the following assumptions: Nine Months Ended September 30, 2017 Weighted-average grant date fair value per share $6.20 - $7.46 Risk-free interest rate 0.60 - 1.13 Dividend yield — % Expected life (in years) 0.38 - 0.50 Volatility 29.56 - 49.94 The risk-free interest rate assumption was based on the United States Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The expected life is the duration of the offering period for each grant date. In addition, the estimated volatility incorporates the historical volatility of the Company's daily share closing price. Stock Options A summary of the Company’s stock options activity is as follows: Number of Options (in thousands) Weighted-Average Exercise Price Weighted-Average Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2016 3,025 $ 6.78 Assumed in acquisition 1,135 17.44 Exercised (761 ) 9.28 Canceled (196 ) 18.05 Outstanding at September 30, 2017 3,203 $ 9.28 2.82 $ 46,708 Vested and expected to vest at September 30, 2017 3,180 $ 9.23 2.80 $ 46,525 Exercisable at September 30, 2017 2,643 $ 8.03 2.33 $ 41,839 No stock options were granted by the Company during the nine months ended September 30, 2017 . The intrinsic value of stock options exercised was $0.9 million and $0.3 million in the three months ended September 30, 2017 and 2016 . The intrinsic value of stock options exercised was $15.2 million and $5.5 million in the nine months ended September 30, 2017 and 2016 , respectively. Cash received from exercise of stock options was $1.1 million and $0.2 million during the three months ended September 30, 2017 and 2016 , respectively. Cash received from exercise of stock options was $7.1 million and $2.3 million during the nine months ended September 30, 2017 and 2016 , respectively. The tax benefit from stock options exercised was $0.9 million and $0.2 million during the three months ended September 30, 2017 and 2016 , respectively. The tax benefit from stock options exercised was $11.2 million and $4.7 million during the nine months ended September 30, 2017 and 2016 , respectively. Employee Incentive Bonus The Company settles a majority of bonus awards for its employees, including executives, in shares of common stock under the 2010 Equity Incentive Plan. When bonus awards are settled in common stock issued under the 2010 Equity Incentive Plan, the number of shares issuable to plan participants is determined based on the closing price of the Company's common stock as determined in trading on the New York Stock Exchange on a date approved by the Board of Directors. In connection with the Company's bonus programs, in February 2017, the Company issued 0.2 million freely-tradable shares of the Company's Class A common stock in settlement of bonus awards to employees, including executives, for the July 1, 2016 to December 31, 2016 performance period. At September 30, 2017 , the Company has an accrual of $5.0 million for bonus awards for employees for year-to-date achievement in the 2017 performance period. The Company's compensation committee retains discretion to effect payment in cash, stock, or a combination of cash and stock. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes primarily related to projected current federal, state, and foreign income taxes. To determine the quarterly provision for income taxes, the Company used an estimated annual effective tax rate, which is generally based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. In addition, the tax effects of certain significant or unusual item are recognized discretely in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the temporary differences reverse. The Company records a valuation allowance to reduce its deferred taxes to the amount it believes is more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. Based upon the Company's review of all positive and negative evidence, the Company released the valuation allowance against certain of its federal deferred tax assets during the three months ended June 30, 2017. Of the federal valuation allowance of $61.6 million as of December 31, 2016 , the Company released $50.1 million during the three months ended June 30, 2017. The ending federal valuation allowance as of September 30, 2017 was $11.5 million . The Company continues to have a valuation allowance on its state deferred tax assets as well as certain foreign jurisdictions where the Company has cumulative losses or otherwise is not expected to utilize certain tax attributes. The Company recorded a benefit for income taxes of $6.3 million and $33.8 million in the three and nine months ended September 30, 2017 , respectively, and a provision for income taxes of $1.1 million and $2.2 million for the three and nine months ended September 30, 2016 , respectively. The benefit from income taxes in the three and nine months ended September 30, 2017 primarily relates to the release of the U.S. federal valuation allowance during the three months ended June 30, 2017, offset by certain discrete tax effects related to initial intercompany royalties from our Singapore subsidiary to our U.S. parent during the three months ended June 30, 2017. The provision for income taxes in the three and nine months ended September 30, 2016 primarily relates to federal alternative minimum tax due to the Company's limitation on use of net operating losses, credit carryforwards, state income taxes, and income taxes in certain foreign jurisdictions. Income tax positions must meet a more-likely-than-not threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first financial reporting period in which that threshold is no longer met. The Company records potential penalties and interest accrued related to unrecognized tax benefits within the consolidated statements of income as income tax expense. During the nine months ended September 30, 2017 , the Company’s unrecognized tax benefits increased by $37.2 million . Of this amount, $35.8 million of the increase relates to the acquisition of Exar and $35.1 million of such increase is offset against the Company's deferred taxes. Other than as related to purchase accounting for Exar, the Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. Accrued interest and penalties associated with uncertain tax positions as of September 30, 2017 were $1.2 million and $0.3 million , respectively. The Company files federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. For federal income taxes, years prior to 2013 are closed. For state income taxes, years prior to 2012 are closed. In most foreign jurisdictions, years prior to 2009 are closed. Singapore Tax Incentives In April 2017, through its subsidiary in Singapore, the Company began operating under certain tax incentives in Singapore, which are generally effective through March 2022 and may be extended through March 2027. Under these incentives, qualifying income derived from certain sales of the Company's integrated circuits is taxed at a concessionary rate over the incentive period. The Company also receives a reduced withholding tax rate on certain intercompany royalty payments made by the Company's Singapore subsidiary during the incentive period. Such incentives are conditional upon our meeting certain minimum employment and investment thresholds within Singapore over time, and the Company may be required to return certain tax benefits in the event the Company does not achieve compliance related to that incentive period. The Company currently believes that it will be able to satisfy these conditions without material risk. |
Concentration of Credit Risk, S
Concentration of Credit Risk, Significant Customers and Geographic Information | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk, Significant Customers and Geographic Information | Concentration of Credit Risk, Significant Customers and Geographic Information Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Collateral is generally not required for customer receivables. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Significant Customers The Company markets its products and services to manufacturers of a wide range of electronic devices (Note 1). The Company makes periodic evaluations of the credit worthiness of its customers. Customers comprising greater than 10% of net revenues for each of the periods presented are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Percentage of total net revenue Customer A 26 % 28 % 27 % 27 % Customer B * * * 11 % ____________________________ * Represents less than 10% of the net revenue for the respective period. Balances that are 10% or greater of accounts receivable, based on the Company's billings to the contract manufacturer customers, are as follows: September 30, December 31, 2017 2016 Percentage of gross accounts receivable Customer C 18 % 17 % Customer D 11 % 15 % Customer E * 12 % ____________________________ * Represents less than 10% of the gross accounts receivable as of the respective period end. Suppliers comprising greater than 10% of total inventory purchases are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Vendor A 21 % 16 % 21 % 15 % Vendor B 11 % 18 % 15 % 12 % Vendor C * 10 % 15 % 12 % Vendor D 16 % 10 % 14 % 11 % Vendor E 11 % 23 % 12 % 19 % Vendor F * * * 13 % ____________________________ * Represents less than 10% of the inventory purchases for the respective period. Geographic Information The Company's consolidated net revenues by geographic area based on ship-to location are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Asia $ 97,236 86 % $ 84,878 88 % $ 276,367 90 % $ 277,044 92 % United States 3,714 3 % 4,068 4 % 5,954 2 % 9,140 3 % Rest of world 12,631 11 % 7,378 8 % 24,276 8 % 14,512 5 % Total $ 113,581 100 % $ 96,324 100 % $ 306,597 100 % $ 300,696 100 % The products shipped to individual countries representing greater than 10% of net revenue for each of the periods presented are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Percentage of total net revenue China 68 % 73 % 72 % 81 % The determination of which country a particular sale is allocated to is based on the destination of the product shipment. No other individual country in Asia Pacific, United States, or the rest of the world accounted for more than 10% of net revenue during these periods. Long-lived assets, which consists of property and equipment, net, intangible assets, net, and goodwill by geographic area are as follows (in thousands): September 30, December 31, 2017 2016 Amount % of total Amount % of total United States $ 495,543 83 % $ 111,336 55 % Singapore 97,459 16 % 78,318 39 % Rest of world 2,416 1 % 11,171 6 % Total $ 595,418 100 % $ 200,825 100 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments and Other Contractual Obligations The Company leases facilities and certain equipment under operating lease arrangements expiring at various years through 2023 . As of September 30, 2017 , future minimum payments under non-cancelable operating leases, inventory purchase and other obligations are as follows: Operating Leases Inventory Purchase Obligations Other Obligations Total (in thousands) 2017 (3 months) $ 2,868 $ 32,908 $ 2,408 $ 38,184 2018 9,313 — 7,526 16,839 2019 9,282 — 7,529 16,811 2020 9,392 — 3,781 13,173 2021 9,128 — 30 9,158 Thereafter 5,654 — — 5,654 Total minimum payments $ 45,637 $ 32,908 $ 21,274 $ 99,819 Other obligations consist of contractual payments due for software licenses. The total rental expense for operating leases was $1.4 million and $3.0 million for the three and nine months ended September 30, 2017 , respectively. The total rental expense for operating leases was $0.8 million and $2.3 million for the three and nine months ended September 30, 2016 , respectively. The Company has subleased certain facilities that it ceased using in connection with a restructuring plan (Note 4). Such subleases expire at various years through fiscal 2023 . As of September 30, 2017 , future minimum rental income under non-cancelable subleases is as follows: Amount (in thousands) 2017 (3 months) $ 563 2018 2,833 2019 3,544 2020 4,026 2021 4,120 Thereafter 1,231 Total minimum rental income $ 16,317 Total sublease income related to leased facilities the Company ceased using in connection with a restructuring plan for the three and nine months ended September 30, 2017 was approximately $0.5 million and $1.6 million , respectively (Note 4). Total sublease income related to leased facilities the Company ceased using in connection with a restructuring plan for the three and nine months ended September 30, 2016 was approximately $0.4 million and $0.9 million , respectively (Note 4). Exar iML Divestiture Indemnification Under the terms of the purchase agreement relating to the November 9, 2016 divestiture of Integrated Memory Logic Limited, or iML, by Exar, Exar agreed to indemnify the purchaser of the business unit for breaches of representations and warranties and covenants and for certain other matters. Exar also agreed to place $5.0 million of the total purchase price into an escrow account for a period of 18 months to partially secure its indemnification obligations under the purchase agreement. In addition, Exar’s indemnification obligations for breaches of representations and warranties survive for 12 months from the closing of the sale transaction, except for breaches of representations and warranties covering intellectual property, which survive for 18 months, and breaches of representations and warranties of certain fundamental representations, which survive until the expiration of the applicable statute of limitations. Exar’s maximum indemnification obligation for breaches of representations and warranties, other than intellectual property and fundamental representations, is $13.6 million , its maximum indemnification obligation for breaches of intellectual property representations is $34.0 million , and is maximum indemnity obligation for breaches of fundamental representations is the full purchase price amount (approximately $136.0 million ). The aggregate amount recovered by the purchaser in accordance with the indemnification provisions with respect to matters that are subject to the intellectual property representations, together with the aggregate amount recovered by the Buyer in accordance with the indemnification provisions with respect to matters that are subject to the general representations and warranties (other than fundamental representations), will in no event exceed $34.0 million . If the Company were required to make payments in satisfaction of these indemnification obligations, it could have a material adverse effect on the Company's financial condition and results of operations. 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, or the District Court Litigation. In its complaint, CrestaTech alleges that the Company infringes U.S. Patent Nos. 7,075,585, or the ‘585 Patent, and 7,265,792, or the ‘792 Patent. 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, among others, MaxLinear, Sharp, Sharp Electronics, and VIZIO, or 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., which are collectively referred to with MaxLinear, Sharp and VIZIO as the Company Respondents. CrestaTech’s ITC complaint alleged 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 MaxLinear's accused products that CrestaTech alleged infringe the same two patents asserted in the Delaware action. Through its ITC complaint, CrestaTech sought 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 sought 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 March 10, 2014, the court stayed the District Court Litigation pending resolution of the ITC Investigation. On December 15, 2014, the ITC held a trial in the ITC Investigation. On February 27, 2015, the Administrative Law Judge, or the ALJ, issued a written Initial Determination, or 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 ITC subsequently issued its opinion, which terminated its investigation. The opinion affirmed the findings of the ALJ that no violation of Section 1337 had occurred because CrestaTech had failed to establish the economic prong of the domestic industry requirement. The ITC also affirmed the ALJ's finding of infringement with respect to the three claims of the '585 Patent that were not held to be invalid. On November 30, 2015, CrestaTech filed an appeal of the ITC decision with the United States Court of Appeals for the Federal Circuit, or the Federal Circuit. On March 7, 2016, CrestaTech voluntarily dismissed its appeal, resulting in a final determination of the ITC Investigation in the Company's favor. In addition, the Company has filed four petitions for inter partes review, or IPR, by the US Patent Office, two for each of the CrestaTech patents asserted against the Company. The Patent Trial and Appeal Board, or the PTAB, did not institute two of these IPRs as being redundant to IPRs filed by another party that were already underway for the same CrestaTech patent. The remaining two petitions were instituted or instituted-in-part and, together with the IPRs filed by third parties, there are currently six pending IPR proceedings involving the two CrestaTech patents asserted against the Company. In October 2015, the PTAB issued final decisions in two of the six pending IPR proceedings (one for each of the two asserted patents), holding that all of the reviewed claims are unpatentable. Included in these decisions was one of the three claims of the ‘585 Patent mentioned above in connection with the ITC’s final decision. CrestaTech appealed the PTAB’s decisions at the Federal Circuit. On November 8, 2016, the Federal Circuit issued an opinion affirming the PTAB’s finding of unpatentability. In August 2016, the PTAB issued final written decisions in the remaining four pending IPR proceedings (two for each of the asserted patents), holding that many of the reviewed claims - including the two remaining claims of the ‘585 Patent which the ITC held were infringed - are unpatentable. As a result of these IPR decisions, all 13 claims that CrestaTech asserted against the Company in the ITC Investigation have been found to be unpatentable by the PTAB. The parties have appealed the two decisions related to the ‘585 Patent; however, no appeals were filed as to the PTAB's rulings for the '792 Patent. Briefing is complete in these appeals, but the Federal Circuit has yet to schedule oral argument for these appeals. On March 18, 2016, CrestaTech filed a petition for Chapter 7 bankruptcy in the Northern District of California. As a result of this proceeding, all rights in the CrestaTech asserted patents, including the right to control the pending litigation, were assigned to CF Crespe LLC, or CF Crespe. CF Crespe is now the named party in the pending IPRs, the Federal Circuit appeal and District Court Litigation. Per the Court’s request, on April 19, 2017, the parties submitted a status report in the District Court Litigation. In their report, the parties suggested that the District Court Litigation remain stayed pending the Federal Circuit’s decision in the appeal of the ‘585 IPRs, and any subsequent appeal thereof. The Company cannot predict the outcome of any appeal by CF Crespe or CrestaTech, the District Court Litigation, or the IPRs. Any adverse determination in the District Court Litigation could have a material adverse effect on the Company's business and operating results. Trango Systems, Inc. Litigation On or about August 2, 2016, Trango Systems, Inc., or Trango, filed a complaint in the Superior Court of California, County of San Diego, Central Division, against defendants Broadcom Corporation, Inc., or Broadcom, and the Company, collectively, Defendants. Trango is a purchaser that alleges various fraud, breach of contract, and interference with economic relations claims in connection with the discontinuance of a chip line the Company acquired from Broadcom in 2016. Trango seeks unspecified general and special damages, pre-judgment interest, expenses and costs, attorneys’ fees, punitive damages, and unspecified injunctive and equitable relief. The Company intends to vigorously defend against the lawsuit. On June 23, 2017, the Court sustained the Company's demurrer to each cause of action in the second amended complaint filed on or about December 6, 2016. Trango filed its third amended complaint on or about July 13, 2017. On August 17, 2017 the Company filed a demurrer to each cause of action against the Company in the third amended complaint, as well as a motion to strike certain allegations. Trango’s oppositions to the Company's demurrer and motion to strike are due on November 27, 2017 and the court hearing on the Company's demurrer and motion to strike is scheduled for December 8, 2017. The Company cannot predict the outcome of the Trango Systems, Inc. litigation. Any adverse determination in the Trango Systems, Inc. litigation could have a material adverse effect on the Company's business and operating results. Exar Shareholder Litigation On April 18, 2017, The Vladimir Gusinsky Revocable Trust filed a complaint in the United States District Court for the Northern District of California against Exar, its board of directors, MaxLinear, and Eagle Acquisition Corporation (a wholly owned subsidiary of MaxLinear), captioned The Vladimir Gusinsky Rev. Trust v. Exar Corp. et al. , No. 5:17-CV-2150-SI (N.D. Cal.). On April 25, 2017, Richard E. Marshall filed a complaint in United States District Court for the Northern District of California against Exar and its board of directors, captioned Marshall v. Exar Corp. et al. , No. 3:17-CV-02334 (N.D. Cal.). MaxLinear and Eagle Acquisition Corp. were not named as defendants in the Marshall action. The complaints generally alleged that the merger with Exar offered inadequate consideration to Exar’s shareholders and that the Schedule 14D-9 filed by Exar in connection with the merger omitted material information. The complaints purported to bring class claims for violation of sections 14(e), 14(d), and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14d-9. The complaints sought certification of a class; an injunction barring the merger or, if defendants enter into the merger, an order rescinding it or awarding rescissory damages; declaratory relief; and plaintiff’s costs, including attorneys’ fees and experts’ fees. On or about May 3, 2017, the parties to the above-referenced lawsuits reached an agreement whereby plaintiffs voluntarily dismissed the claims brought by Mr. Marshall and The Vladimir Gusinsky Revocable Trust with prejudice (but without prejudice as to other members of the putative class), defendants made certain supplemental disclosures, and the plaintiffs would receive a mootness fee. On May 3, 2017, Exar made the supplemental disclosures contemplated by this agreement. On October 24, 2017, the parties entered a Settlement Agreement Regarding Claim for Mootness Fees pursuant to which the Company agreed to pay counsel for the plaintiffs a mootness fee. The Company has now paid the fee, and with the execution of the settlement agreement, this litigation has been resolved. Other Matters In addition, from time to time, the Company is subject to threats of litigation or actual litigation in the ordinary course of business, some of which may be material. Other than the CrestaTech, Trango and Exar litigation described above, the Company believes that there are no other currently pending litigation matters that, if determined adversely by the Company, would have a material effect on the Company's business or that would not be covered by the Company's existing liability insurance. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Interest Rate Swap In November 2017, the Company entered into a fixed-for-floating interest rate swap agreement with a notional amount of $350.0 million to swap variable rate interest payments under its term loans for fixed interest payments bearing an interest rate of 1.74685% . |
Organization and Summary of S21
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | MaxLinear, Inc. was incorporated in Delaware in September 2003. MaxLinear, Inc., together with its wholly owned subsidiaries, collectively referred to as MaxLinear, or the Company, is a provider of radio-frequency, mixed-signal and high-performance analog integrated circuits for the connected home, wired and wireless infrastructure, and industrial and multi-market applications. MaxLinear's customers include electronics distributors, 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, terrestrial, and satellite video set-top boxes and gateways, cable DOCSIS data and voice gateways, hybrid analog and digital televisions, smartphones, direct broadcast satellite outdoor units, optical modules for data center, metro, and long-haul transport network applications, RF transceivers and modem solutions for wireless carrier infrastructure applications, wireline connectivity devices for in-home networking applications and last-mile broadband access, and power management and interface products for enterprise networking, infrastructure, industrial, and multi-market applications. The Company is a fabless semiconductor company focusing its resources on the design, sale and marketing of its products. |
Basis of Presentation and Principles of Consolidation | The accompanying unaudited consolidated financial statements include the accounts of MaxLinear, Inc. and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, 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 GAAP for complete financial statements. All intercompany transactions and investments have been eliminated in consolidation. In the opinion of management, the Company’s unaudited consolidated interim financial statements contain adjustments, including normal recurring accruals necessary to present fairly the Company’s consolidated financial position, results of operations, comprehensive income and cash flows. The consolidated balance sheet as of December 31, 2016 was derived from the Company’s audited consolidated financial statements at that date. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission, or the SEC, on February 9, 2017, or the Annual Report. Certain prior period amounts have been reclassified to conform with the current period presentation. Interim results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017 . |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes to unaudited consolidated financial statements. Actual results could differ from those estimates. |
Significant Accounting Policies [Text Block] | Refer to the Company’s Annual Report for a summary of significant accounting policies. There have been no material changes to our significant accounting policies during the nine months ended September 30, 2017 |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | As of September 30, 2017 and December 31, 2016 , the Company has restricted cash of $2.5 million and $1.8 million , respectively. The restricted cash is on deposit in connection with guarantees for certain office leases. |
New Accounting Pronouncements, Policy [Policy Text Block] | In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, which requires inventory to be subsequently measured using the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for the Company beginning in the first quarter of fiscal year 2017 and has been applied prospectively. The adoption of ASU No. 2015-11 by the Company in the first quarter of fiscal year 2017 did not have a material impact on the Company's consolidated financial position and results of operations. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Share-Based Compensation to simplify certain aspects of accounting for share-based payment transactions associated with income taxes, classification as equity or liabilities, and classification on the statement of cash flows. The amendments in this update are effective for the Company for fiscal years beginning with fiscal year 2017, including interim periods within those years, with early adoption permitted. Early adoption, if elected, must be completed for all of the amendments in the same period. The new guidance requires, among other things, excess tax benefits and tax deficiencies to be recorded on a prospective basis in the income statement in the provision for income taxes when awards vest or are settled. On the statement of cash flows, excess tax benefits must be classified along with other income tax cash flows as an operating activity on either a prospective transition method or a retrospective transition method. Also, because excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method when computing earnings per share is amended to exclude the amount of excess tax benefits that would be recognized in additional paid-in capital. The Company adopted ASU No. 2016-09 during the quarter ended June 30, 2016, as previously described in the Company's Form 10-Q for the period ended June 30, 2016 filed with the Securities Exchange Commission on August 8, 2016. There was no cumulative effect on retained earnings in the consolidated balance sheet upon adoption since the Company had a full valuation allowance against U.S. deferred tax assets at the time of adoption. The Company elected to continue to estimate forfeitures of share-based awards resulting in no impact to stock-based compensation expense, and is also continuing to classify cash paid by the Company when directly withholding shares for tax withholding purposes in cash flows from financing activities. On the statement of cash flows, excess tax benefits were classified along with other income tax cash flows as an operating activity upon adoption on a prospective basis. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740) to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The FASB decided that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The amendments in this update are effective for the Company beginning in the first quarter of fiscal 2018, including interim reporting periods. Early adoption is permitted as of the first quarter of fiscal 2017, or the beginning of the annual reporting period only. The Company elected to early adopt the amendments in this update beginning in the three months ended March 31, 2017. Due to a full valuation allowance on U.S. and certain foreign deferred tax assets at the time of adoption, the adoption of the amendments in this update did not have a material impact on the Company’s consolidated financial position and results of operations for the three and nine months ended September 30, 2017 . In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. When cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents are presented in more than one line item within the statement of financial position, an entity shall, for each period that a statement of financial position is presented, disclose the line items and amounts of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents disaggregated by the line item in which they appear within the statement of financial position, with a sum to the total amount of cash, cash equivalents, restricted cash and restricted cash equivalents. The amendments in this update are effective for the Company beginning in fiscal 2018, including interim periods within that year and should be applied using a retrospective transition method to each period presented. Early adoption is permitted, including adoption in an interim period. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. The Company elected to early adopt the amendments in this update beginning in the three months ended March 31, 2017. The adoption did not have a material impact on the Company’s consolidated cash flows for the three and nine months ended September 30, 2017 . In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses and provides a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments in this update are effective for the Company beginning in the first quarter of 2018 and are required to be applied prospectively on or after the effective date. No disclosures are required at transition. Early application is allowed for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The Company has elected to early adopt the amendments in this update for 2017 acquisitions. Such adoption did not have a material impact on the Company’s consolidated financial position and results of operations. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill is not amortized, but is assessed for impairment on an annual basis on October 31 each year and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair market value of the reporting unit. |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which provides for 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 2018 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company plans to apply the guidance prospectively with an adjustment to retained earnings for the cumulative effect of adoption. Adoption of the amendments in this guidance is expected to accelerate the timing of the Company’s revenue recognition on products sold via distributors, which will change from the sell-through method to the sell-in method under this guidance. The Company has performed a preliminary assessment of the impact of adopting this new accounting standard on its consolidated financial position and results of operations following the acquisition of Exar Corporation (Note 3), which has a significant amount of sales through distributors. The impact of adoption of this new accounting standard will vary depending on the level of inventory remaining at the adoption date at distributors for which we currently recognize revenue on a sell-through basis, and therefore could have a material impact on the Company's revenues for the year ending December 31, 2018 and comparative periods expected to be presented. As a result of applying the guidance prospectively with an adjustment to retained earnings for the cumulative effect of adoption, revenues that would have been recognized on a sell-through basis for the amount of deferred revenue and profit remaining as of the adoption date will not be recognized in earnings for any period. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . The amendments in this update include a requirement to measure equity investments (except equity method investments) at fair value with changes in fair value recognized in net income; previously changes in fair value were recognized in other comprehensive income. The amendments in this update are effective for the Company beginning in the first quarter of fiscal year 2018. The adoption of the amendments in this update are not expected to have a material impact on the Company's consolidated financial position and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this update require a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term for all leases with terms greater than twelve months. For leases less than twelve months, an entity is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The amendments in this update are effective for the Company for fiscal years beginning with fiscal year 2019, including interim periods within those years, with early adoption permitted. The Company is currently in the process of evaluating the impact of adoption of the amendments in this update on the Company’s consolidated financial position and results of operations; however, adoption of the amendments in this update is expected to have a material impact on the Company's consolidated financial position. In March 2016, the FASB issued ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net ) to clarify the revenue recognition implementation guidance on principal versus agent considerations. The amendments in this update clarify that when another party is involved in providing goods or services to a customer, an entity that is the principal has obtained control of a good or service before it is transferred to a customer, and provides indicators to assist an entity in determining whether it controls a specified good or service prior to the transfer to the customer. An entity that is the principal recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specified good or service transferred to the customer, whereas an agent recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified good or service to be provided by the other party. The amendments in this update are effective for the Company beginning in the first quarter of fiscal year 2018, concurrent with the new revenue recognition standard. The adoption of the amendments in this update is not expected to have a material impact on the Company's consolidated financial position and results of operations. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments to eliminate the diversity in practice regarding the presentation and classification of certain cash receipts and cash payments, including, among other things, contingent consideration payments made following a business combination and proceeds from the settlement of insurance claims in the statement of cash flows. Cash payments not made soon after the acquisition date up to the amount of the contingent consideration liability recognized at the acquisition date should be classified as financing activities, with any excess payments classified as operating activities, whereas cash payments made soon after the acquisition date to settle the contingent consideration should be classified as investing activities. Cash proceeds received from settlement of insurance claims should be classified on the basis of the nature of the related losses. The amendments in this update are effective for fiscal years beginning with fiscal year 2018, including interim periods within those years, with early adoption permitted. The adoption of this guidance is not expected have a material impact on the Company's consolidated statement of cash flows. In December 2016, the FASB issued ASU No. 2016-19, Technical Corrections and Improvements . The new standard is intended to provide clarity to the Accounting Standards Codification, or ASC, or correct unintended application of the guidance that is not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. ASU No. 2016-19 is effective for annual and interim fiscal reporting periods beginning after December 15, 2017 with respect to the amendments that require transition guidance, and early adoption is permitted. All other amendments were effective on issuance. The Company is currently evaluating the expected impact of the amendments that require transition guidance, but does not expect these to have a material impact on its consolidated financial statements upon adoption. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if the reporting unit had been acquired in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The Board also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this update are effective for the Company beginning with fiscal year 2020, including interim periods, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of the amendments in this update is not expected to have a material impact on the Company's consolidated financial position and results of operations. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this update require the Company to account for the effects of a modification in a stock-based award unless the fair value, vesting conditions and classification of the modified award is the same as those of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. The amendments in this update are effective for the Company for fiscal years beginning with fiscal year 2018, including interim periods within those years, with early adoption permitted in any interim period. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. The adoption of this guidance is not expected have a material impact on the Company's consolidated financial position and results of operations. In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. The amendments in this update modify or supersede certain selected SEC paragraphs in the revenue and leases sections of the Codification and moves other paragraphs, upon adoption of ASC Topic 606 or ASC Topic 842. The amendments also provide updated guidance on the effective date of ASC 606, Revenue from Contracts with Customers , and ASC 842, Leases for certain entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing, but does not change the effective dates for the Company and other public business entities. The amendments in this update should be applied upon adoption of ASC Topics 606 and 842, respectively. The adoption of this guidance is not expected have a material impact on the Company's consolidated financial position and results of operations. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Earnings Per Share | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands, except per share amounts) Numerator: Net income (loss) $ (9,167 ) $ 9,679 $ 10,261 $ 52,944 Denominator: Weighted average common shares outstanding—basic 66,712 64,241 65,950 63,454 Dilutive common stock equivalents — 3,591 3,541 3,900 Weighted average common shares outstanding—diluted 66,712 67,832 69,491 67,354 Net income (loss) per share: Basic $ (0.14 ) $ 0.15 $ 0.16 $ 0.83 Diluted $ (0.14 ) $ 0.14 $ 0.15 $ 0.79 |
Business Combinations Business
Business Combinations Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following is an allocation of purchase price as of the May 12, 2017 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by MaxLinear in the acquisition (in thousands): Description Amount Preliminary purchase price allocation: Cash $ 235,810 Accounts receivable 11,363 Inventory 48,536 Prepaid and other current assets 2,351 Property and equipment 4,273 Identifiable intangible assets 249,500 Deferred tax assets 4,830 Other assets 5,434 Accounts payable (12,385 ) Accrued expenses and other current liabilities (10,371 ) Accrued compensation (5,258 ) Other long-term liabilities (3,030 ) Identifiable net assets acquired 531,053 Goodwill 161,674 Total purchase price $ 692,727 The following is an allocation of purchase price as of the April 4, 2017 closing date under the acquisition method of accounting. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by MaxLinear in the acquisition (in thousands): Description Amount Purchase price allocation: Inventory $ 2,084 Prepaid and other current assets 147 Property and equipment 3,277 Identifiable intangible assets 12,600 Deferred tax assets 875 Other assets 28 Accounts payable (1 ) Accrued expenses (234 ) Accrued compensation (2 ) Other long-term liabilities (99 ) Identifiable net assets acquired 18,675 Goodwill 2,325 Total purchase price $ 21,000 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Estimated Useful Life (in years) Fair Value (in thousands) Developed technology 7.0 $ 120,900 Trademarks and tradenames 6.0 12,100 Customer-related intangible 5.0 96,300 Product backlog 0.5 3,600 Finite-lived intangible assets 232,900 In-process research and development N/A 16,600 Total intangible assets $ 249,500 |
Schedule of Business Acquisitions by Acquisition, Consideration [Table Text Block] | The following table summarizes the fair value of purchase price consideration to acquire Exar (in thousands): Acquisition Consideration Amount Cash (1) $ 688,114 Fair value of vested stock-based awards assumed (2) 4,613 Total $ 692,727 __________________ (1) Cash consideration paid includes 51,953,635 shares ultimately tendered at $13.00 per share, or an aggregate total of $675.4 million , plus $12.7 million of cash paid to settle certain outstanding stock-based awards which were not assumed by MaxLinear in the merger. (2) MaxLinear assumed certain of Exar's outstanding stock-based awards as part of the merger, and estimated the fair value of such assumed stock-based awards. The portion allocated to purchase price consideration represents the vested assumed stock-based awards. The fair value of the MaxLinear equivalent stock options included in stock-based awards assumed was estimated using the Black-Scholes valuation model utilizing the assumptions noted below. The expected volatility of the MaxLinear stock price is based on the average historical volatility over the expected term based on daily closing stock prices. The expected term of the option is based on the remaining vesting period and contractual term of the options, using the simplified method of determining expected term as used by MaxLinear. The stock price volatility and expected term are based on MaxLinear’s best estimates at this time, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the total consideration recorded for the acquisition. The following table summarizes the fair value of purchase price consideration to acquire the G.hn business (in thousands): Acquisition Consideration Amount Cash $ 21,000 Total $ 21,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table presents unaudited pro forma combined financial information for each of the periods presented, as if the acquisitions of Exar and the G.hn business had occurred at the beginning of fiscal year 2016: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) Net revenues – proforma combined $ 113,581 $ 125,202 $ 343,101 $ 384,362 Net income (loss) – proforma combined $ 4,929 $ (11,960 ) $ 21,755 $ (33,920 ) |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments [Table Text Block] | The following adjustments were included in the unaudited pro forma combined net income (loss): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) Net income (loss) $ (9,167 ) $ 9,679 $ 10,261 $ 52,944 Add: Results of operations – acquired business — (2,510 ) (8,916 ) (869 ) Less: Proforma adjustments Depreciation of property, plant and equipment 1,199 (217 ) 970 555 Amortization of intangible assets 1,966 (10,055 ) (9,498 ) (33,717 ) Amortization of inventory step-up 9,715 (5,051 ) 15,818 (26,503 ) Impairment of intangible assets — — — 1,519 Acquisition and integration expenses 982 — 16,389 (16,389 ) Interest expense 360 (3,806 ) (5,029 ) (11,460 ) Income tax benefit (126 ) — 1,760 — Net income (loss) – proforma combined $ 4,929 $ (11,960 ) $ 21,755 $ (33,920 ) Net income (loss) per share - proforma combined: Basic $ 0.07 $ (0.19 ) $ 0.33 $ (0.53 ) Diluted $ 0.07 $ (0.19 ) $ 0.31 $ (0.53 ) Shares used to compute net income (loss) per share - proforma combined Basic 66,712 64,241 65,950 63,454 Diluted 69,668 64,241 69,491 63,454 |
G.hn business of Marvell [Member] | |
Business Acquisition [Line Items] | |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The following table presents details of the identified intangible assets acquired of the G.hn business: Estimated Useful Life (in years) Fair Value (in thousands) Developed technology 7.0 $ 7,100 Customer-related intangibles 1.8 4,800 Covenant not-to-compete 3.0 200 Product backlog 0.8 500 Total identifiable intangible assets $ 12,600 |
Restructuring Activity (Tables)
Restructuring Activity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | The following table presents the activity related to the restructuring plans, which is included in restructuring charges in the consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) Employee separation expenses $ 1,689 $ — $ 7,685 $ — Lease related charges 351 — 901 1,976 Other 138 — 138 130 $ 2,178 $ — $ 8,724 $ 2,106 |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following table presents a roll-forward of the Company's restructuring liability for the nine months ended September 30, 2017 . The restructuring liability is included in accrued expenses and other current liabilities in the consolidated balance sheets. Employee Separation Expenses Lease Related Charges Other Total (in thousands) Liability as of December 31, 2016 $ — $ 499 $ 37 $ 536 Transfers from deferred rent — 4,405 — 4,405 Restructuring charges 7,685 901 138 8,724 Assumed in acquisition — — 70 70 Cash payments (2,155 ) (2,140 ) (111 ) (4,406 ) Non-cash items (4,855 ) (252 ) (27 ) (5,134 ) Liability as of September 30, 2017 $ 675 $ 3,413 $ 107 $ 4,195 |
Goodwill and Intangibles Assets
Goodwill and Intangibles Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Carrying Amount (in thousands) Balance as of December 31, 2016 $ 76,015 Acquisitions 163,999 Adjustments (341 ) Balance as of September 30, 2017 $ 239,673 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and technology licenses purchased, which continue to be amortized: September 30, 2017 December 31, 2016 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Licensed technology 3.7 $ 4,891 $ (3,263 ) $ 1,628 $ 3,311 $ (2,957 ) $ 354 Developed technology 6.9 224,461 (30,690 ) 193,771 77,800 (13,550 ) 64,250 Trademarks and trade names 6.1 13,800 (1,427 ) 12,373 1,700 (405 ) 1,295 Customer relationships 4.6 121,100 (19,415 ) 101,685 20,000 (4,782 ) 15,218 Covenants non-compete 3.0 1,100 (415 ) 685 900 (156 ) 744 Backlog 0.5 31,337 (30,570 ) 767 26,600 (26,600 ) — $ 396,689 $ (85,780 ) $ 310,909 $ 130,311 $ (48,450 ) $ 81,861 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | The following table sets forth amortization expense associated with finite-lived intangible assets, which is included in the consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Cost of net revenue $ 7,907 $ 2,571 $ 16,851 $ 5,940 Research and development 137 137 412 481 Selling, general and administrative 9,924 3,082 20,067 4,039 $ 17,968 $ 5,790 $ 37,330 $ 10,460 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The following table sets forth the activity during the nine months ended September 30, 2017 related to finite-lived intangible assets resulting from acquisitions, other additions, transfers to developed technology from in-process research and development, or IPR&D and amortization: Carrying Amount (in thousands) Balance as of December 31, 2016 $ 81,861 Acquisitions 245,500 Additions 5,378 Transfers to developed technology from IPR&D 15,500 Amortization (37,330 ) Balance as of September 30, 2017 $ 310,909 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2017 : Amount (in thousands) 2017 (3 months) $ 17,167 2018 65,598 2019 54,748 2020 53,882 2021 53,099 Thereafter 66,415 Total $ 310,909 |
Schedule of Indefinite-Lived Intangible Assets [Table Text Block] | The following table sets forth the activity of the Company’s indefinite-lived intangible assets resulting from acquisitions, transfers to developed technology from IPR&D and impairment losses: Gross Carrying Amount (in thousands) Balance as of December 31, 2016 $ 22,400 Acquisitions 16,600 Transfers to developed technology from IPR&D (15,500 ) Impairment losses (2,000 ) Balance as of September 30, 2017 $ 21,500 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Available-for-sale Securities [Table Text Block] | The composition of financial instruments as of December 31, 2016 is as follows: December 31, 2016 Amortized Gross Unrealized Fair Gains Losses (in thousands) Assets Money market funds $ 39,181 $ — $ — $ 39,181 Government debt securities 28,025 — (32 ) 27,993 Corporate debt securities 25,923 — (7 ) 25,916 93,129 — (39 ) 93,090 Less amounts included in cash and cash equivalents (39,181 ) — — (39,181 ) $ 53,948 $ — $ (39 ) $ 53,909 Fair Value at December 31, 2016 (in thousands) Liabilities Contingent consideration $ 375 Total $ 375 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | he following table presents a summary of the Company’s financial instruments that were measured at fair value on a recurring basis as of December 31, 2016 : Fair Value Measurements at December 31, 2016 Balance at December 31, 2016 Quoted Prices Significant Significant (in thousands) Assets Money market funds $ 39,181 $ 39,181 $ — $ — Government debt securities 27,993 — 27,993 — Corporate debt securities 25,916 — 25,916 — $ 93,090 $ 39,181 $ 53,909 $ — Liabilities Contingent consideration $ 375 $ — $ — $ 375 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | he following summarizes the activity in Level 3 financial instruments: Nine Months Ended September 30, 2017 2016 (in thousands) Contingent Consideration (1) Beginning balance $ 375 $ 395 Physpeed earn-out payment (375 ) (240 ) Loss recognized in net income (2) — 209 Ending balance $ — $ 364 Net loss for the period included in net income attributable to contingent consideration held at the end of the period $ — $ (209 ) _ |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Cash, Cash Equivalents and Investments | Cash, cash equivalents, restricted cash and investments consist of the following: September 30, 2017 December 31, 2016 (in thousands) Cash and cash equivalents $ 71,576 $ 81,086 Short-term restricted cash 615 614 Long-term restricted cash 1,905 1,196 Total cash, cash equivalents and restricted cash 74,096 82,896 Short-term investments — 47,918 Long-term investments — 5,991 $ 74,096 $ 136,805 |
Inventory | Inventory consists of the following: September 30, 2017 December 31, 2016 (in thousands) Work-in-process $ 27,093 $ 13,947 Finished goods 36,599 12,636 $ 63,692 $ 26,583 |
Property and Equipment | Property and equipment, net consists of the following: Useful Life September 30, 2017 December 31, 2016 (in thousands) Furniture and fixtures 5 $ 2,108 $ 1,983 Machinery and equipment 3-5 32,495 27,028 Masks and production equipment 2 10,625 9,153 Software 3 5,085 3,625 Leasehold improvements 1-5 13,965 11,635 Construction in progress N/A 228 39 64,506 53,463 Less accumulated depreciation and amortization (41,170 ) (32,914 ) $ 23,336 $ 20,549 |
Deferred Revenue and Deferred Profit | Deferred revenue and deferred profit consist of the following: September 30, 2017 December 31, 2016 (in thousands) Deferred revenue—rebates $ 130 $ 464 Deferred revenue—distributor transactions 22,902 7,987 Deferred cost of net revenue—distributor transactions (5,808 ) (2,460 ) $ 17,224 $ 5,991 |
Price Protection Liability | ccrued price protection liability consists of the following activity: Nine Months Ended September 30, 2017 2016 (in thousands) Beginning balance $ 15,176 $ 20,026 Charged as a reduction of revenue 36,256 34,501 Reversal of unclaimed rebates (70 ) (1,302 ) Payments (23,133 ) (36,113 ) Ending balance $ 28,229 $ 17,112 |
Accrued Expenses | Accrued expenses and other current liabilities consist of the following: September 30, 2017 December 31, 2016 (in thousands) Accrued technology license payments $ 5,186 $ 5,850 Accrued professional fees 1,079 1,620 Accrued engineering and production costs 1,565 1,232 Accrued restructuring 4,195 536 Accrued royalty 1,164 846 Accrued leases - other 1,418 1,560 Accrued customer credits 1,159 1,207 Income tax liability 4,167 235 Other 7,090 3,272 $ 27,023 $ 16,358 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | As of September 30, 2017 , the carrying amount of the Company's long-term debt consists of the following: September 30, 2017 (in thousands) Principal $ 375,000 Less: Unamortized debt discount (2,005 ) Unamortized debt issuance costs (5,673 ) Net carrying amount of long-term debt 367,322 Less: current portion of long-term debt — Long-term debt, non-current portion $ 367,322 |
Stock-Based Compensation and Em
Stock-Based Compensation and Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | The Company recognizes stock-based compensation in the consolidated statements of operations, based on the department to which the related employee reports, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Cost of net revenue $ 93 $ 56 $ 231 $ 150 Research and development 4,337 4,332 11,841 10,916 Selling, general and administrative 2,965 1,876 7,911 5,409 Restructuring 401 — 4,915 — $ 7,796 $ 6,264 $ 24,898 $ 16,475 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Number of Shares (in thousands) Weighted-Average Grant-Date Fair Value per Share Outstanding at December 31, 2016 3,670 $ 14.67 Granted 1,349 27.27 Assumed in acquisition 250 31.12 Vested (1,394 ) 15.88 Canceled (375 ) 20.13 Outstanding at September 30, 2017 3,500 19.68 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | Nine Months Ended September 30, 2017 Weighted-average grant date fair value per share $6.20 - $7.46 Risk-free interest rate 0.60 - 1.13 Dividend yield — % Expected life (in years) 0.38 - 0.50 Volatility 29.56 - 49.94 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s stock options activity is as follows: Number of Options (in thousands) Weighted-Average Exercise Price Weighted-Average Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2016 3,025 $ 6.78 Assumed in acquisition 1,135 17.44 Exercised (761 ) 9.28 Canceled (196 ) 18.05 Outstanding at September 30, 2017 3,203 $ 9.28 2.82 $ 46,708 Vested and expected to vest at September 30, 2017 3,180 $ 9.23 2.80 $ 46,525 Exercisable at September 30, 2017 2,643 $ 8.03 2.33 $ 41,839 |
Significant Customer and Geogra
Significant Customer and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Vendor A 21 % 16 % 21 % 15 % Vendor B 11 % 18 % 15 % 12 % Vendor C * 10 % 15 % 12 % Vendor D 16 % 10 % 14 % 11 % Vendor E 11 % 23 % 12 % 19 % Vendor F * * * 13 % Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Percentage of total net revenue Customer A 26 % 28 % 27 % 27 % Customer B * * * 11 % for each of the periods presented are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Percentage of total net revenue Customer A 26 % 28 % 27 % 27 % Customer B * * * 11 % ____________________________ * Represents less than 10% of the net revenue for the respective period. Balances that are 10% or greater of accounts receivable, based on the Company's billings to the contract manufacturer customers, are as follows: September 30, December 31, 2017 2016 Percentage of gross accounts receivable Customer C 18 % 17 % Customer D 11 % 15 % Customer E * 12 % ____________________________ * Represents less than 10% of the gross accounts receivable as of the respective period end. Suppliers comprising greater than 10% of total inventory purchases are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Vendor A 21 % 16 % 21 % 15 % Vendor B 11 % 18 % 15 % 12 % Vendor C * 10 % 15 % 12 % Vendor D 16 % 10 % 14 % 11 % Vendor E 11 % 23 % 12 % 19 % Vendor F * * * 13 % ____________________________ * Represents less than 10% of the inventory purchases for the respective period. Geographic Information The Company's consolidated net revenues by geographic area based on ship-to location are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Asia $ 97,236 86 % $ 84,878 88 % $ 276,367 90 % $ 277,044 92 % United States 3,714 3 % 4,068 4 % 5,954 2 % 9,140 3 % Rest of world 12,631 11 % 7,378 8 % 24,276 8 % 14,512 5 % Total $ 113,581 100 % $ 96,324 100 % $ 306,597 100 % $ 300,696 100 % The products shipped to individual countries representing greater than 10% of net revenue for each of the periods presented are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Percentage of total net revenue China 68 % 73 % 72 % 81 % The determination of which country a particular sale is allocated to is based on the destination of the product shipment. No other individual country in Asia Pacific, United States, or the rest of the world accounted for more than 10% of net revenue during these periods. Long-lived assets, which consists of property and equipment, net, intangible assets, net, and goodwill by geographic area are as follows (in thousands): September 30, December 31, 2017 2016 Amount % of total Amount % of total United States $ 495,543 83 % $ 111,336 55 % Singapore 97,459 16 % 78,318 39 % Rest of world 2,416 1 % 11,171 6 % Total $ 595,418 100 % $ 200,825 100 % Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Percentage of total net revenue China 68 % 73 % 72 % 81 % September 30, December 31, 2017 2016 Percentage of gross accounts receivable Customer C 18 % 17 % Customer D 11 % 15 % Customer E * 12 % |
Revenue from External Customers by Geographic Areas [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Asia $ 97,236 86 % $ 84,878 88 % $ 276,367 90 % $ 277,044 92 % United States 3,714 3 % 4,068 4 % 5,954 2 % 9,140 3 % Rest of world 12,631 11 % 7,378 8 % 24,276 8 % 14,512 5 % Total $ 113,581 100 % $ 96,324 100 % $ 306,597 100 % $ 300,696 100 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Payments Under Operating Leases | Amount (in thousands) 2017 (3 months) $ 563 2018 2,833 2019 3,544 2020 4,026 2021 4,120 Thereafter 1,231 Total minimum rental income $ 16,317 As of September 30, 2017 , future minimum payments under non-cancelable operating leases, inventory purchase and other obligations are as follows: Operating Leases Inventory Purchase Obligations Other Obligations Total (in thousands) 2017 (3 months) $ 2,868 $ 32,908 $ 2,408 $ 38,184 2018 9,313 — 7,526 16,839 2019 9,282 — 7,529 16,811 2020 9,392 — 3,781 13,173 2021 9,128 — 30 9,158 Thereafter 5,654 — — 5,654 Total minimum payments $ 45,637 $ 32,908 $ 21,274 $ 99,819 |
Future Minimum Payments Under Other Obligations | As of September 30, 2017 , future minimum payments under non-cancelable operating leases, inventory purchase and other obligations are as follows: Operating Leases Inventory Purchase Obligations Other Obligations Total (in thousands) 2017 (3 months) $ 2,868 $ 32,908 $ 2,408 $ 38,184 2018 9,313 — 7,526 16,839 2019 9,282 — 7,529 16,811 2020 9,392 — 3,781 13,173 2021 9,128 — 30 9,158 Thereafter 5,654 — — 5,654 Total minimum payments $ 45,637 $ 32,908 $ 21,274 $ 99,819 |
Future Minimum Payments Under Inventory Purchase Obligations | As of September 30, 2017 , future minimum payments under non-cancelable operating leases, inventory purchase and other obligations are as follows: Operating Leases Inventory Purchase Obligations Other Obligations Total (in thousands) 2017 (3 months) $ 2,868 $ 32,908 $ 2,408 $ 38,184 2018 9,313 — 7,526 16,839 2019 9,282 — 7,529 16,811 2020 9,392 — 3,781 13,173 2021 9,128 — 30 9,158 Thereafter 5,654 — — 5,654 Total minimum payments $ 45,637 $ 32,908 $ 21,274 $ 99,819 |
Organization and Summary of S32
Organization and Summary of Significant Accounting Policies (Details Textuals) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |||||
Income tax provision (benefit) | $ (6,276,000) | $ 1,084,000 | $ (33,770,000) | $ 2,155,000 | |
Net Income (Loss) Attributable to Parent | $ (9,167,000) | $ 9,679,000 | $ 10,261,000 | $ 52,944,000 | |
Basic | $ (0.14) | $ 0.15 | $ 0.16 | $ 0.83 | |
Diluted | $ (0.14) | $ 0.14 | $ 0.15 | $ 0.79 | |
Diluted | 66,712 | 67,832 | 69,491 | 67,354 | |
Adjustments for New Accounting Pronouncement [Member] | |||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||
New accounting pronouncement impact to retained earnings | $ 0 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net income (loss) | $ (9,167) | $ 9,679 | $ 10,261 | $ 52,944 |
Denominator: | ||||
Basic | 66,712 | 64,241 | 65,950 | 63,454 |
Dilutive common stock equivalents (shares) | 0 | 3,591 | 3,541 | 3,900 |
Weighted average common shares outstanding-diluted (shares) | 66,712 | 67,832 | 69,491 | 67,354 |
Net income (loss) per share: | ||||
Basic | $ (0.14) | $ 0.15 | $ 0.16 | $ 0.83 |
Diluted | $ (0.14) | $ 0.14 | $ 0.15 | $ 0.79 |
Net Income (Loss) Per Share (34
Net Income (Loss) Per Share (Details Textuals) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Common stock equivalents excluded from the calculation of net loss per share (shares) | 1.5 | 1.1 | 1 | |
Earnings Per Share, Potentially Dilutive Securities | 4,456 |
Business Combinations Busines35
Business Combinations Business Combination - Exar (Details) - USD ($) $ / shares in Units, $ in Thousands | May 12, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Nov. 09, 2016 |
Business Acquisition [Line Items] | |||||
Balance as of December 31, 2016 | $ 239,673 | $ 239,673 | $ 76,015 | ||
Exar and G.hn business [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived Intangible Assets Acquired | 245,500 | ||||
Exar Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill, Purchase Accounting Adjustments | 1,000 | ||||
Finite-lived Intangible Assets Acquired | $ 232,900 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 235,810 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 11,363 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 48,536 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 2,351 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4,273 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 249,500 | ||||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 4,830 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 5,434 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (12,385) | ||||
Business Combination, Recognized Identifiable Assets and Liabilities Assumed, Accrued Expenses and Other Current Liabilities | (10,371) | ||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Current Liabilities, Accrued Compensation | (5,258) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (3,030) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 531,053 | ||||
Balance as of December 31, 2016 | 161,674 | ||||
Business Combination, Purchase price | 692,727 | ||||
Business Combination, Finite and Indefinite Lived Intangible Assets Acquired | $ 249,500 | ||||
Business Acquisition, Effective Date of Acquisition | May 12, 2017 | ||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Fair Value Mark Up On Inventory | $ 24,286 | ||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | 5,000 | 5,000 | $ 5,000 | ||
Business Acquisition, Name of Acquired Entity | Exar Corporation | ||||
Business Combination, Consideration Transferred | $ 692,727 | ||||
Proceeds from Issuance of Debt | $ 416,800 | ||||
Long-term Debt, Gross | 425,000 | 425,000 | |||
Business acquisition, Shares Tendered | 51,953,635 | ||||
Exar Corporation [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Share Price | $ 13 | ||||
Exar Corporation [Member] | Cost of Sales [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Amortization of Inventory Step-Up | 9,700 | $ 14,600 | |||
Cash [Member] | Exar Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | $ 688,114 | ||||
Cash in lieu of equity [Member] | Exar Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | 12,717 | ||||
Stock Based Awards [Member] | Exar Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 4,613 | ||||
Customer Relationships [Member] | Exar Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||
Finite-lived Intangible Assets Acquired | $ 96,300 | ||||
Order or Production Backlog [Member] | Exar Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 months | ||||
Finite-lived Intangible Assets Acquired | $ 3,600 | ||||
Developed technology | Exar Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | ||||
Finite-lived Intangible Assets Acquired | $ 120,900 | ||||
Trademarks and Trade Names [Member] | Exar Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | ||||
Finite-lived Intangible Assets Acquired | $ 12,100 | ||||
In Process Research and Development [Member] | Exar Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Indefinite-lived Intangible Assets Acquired | 16,600 | ||||
Other Current Assets [Member] | Exar Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | 1,100 | ||||
Fair Value Adjustment to Inventory [Member] | Exar Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Amortization | 700 | ||||
Fair Value Adjustment to Inventory [Member] | Exar Corporation [Member] | Cost of Sales [Member] | |||||
Business Acquisition [Line Items] | |||||
Amortization | 1,000 | ||||
Fair Value Adjustment to Inventory [Member] | Exar Corporation [Member] | Selling, General and Administrative Expenses [Member] | |||||
Business Acquisition [Line Items] | |||||
Amortization | $ (300) | ||||
Cash [Member] | Exar Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Tender Amount | $ 675,400 |
Business Combinations (Details
Business Combinations (Details Textuals) - USD ($) $ in Thousands | Jul. 01, 2016 | Apr. 28, 2016 | Apr. 30, 2015 | Oct. 31, 2014 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Wireless Infrastructure Access Line Business of of Microsemi Storage Solutions, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Effective Date of Acquisition | Apr. 28, 2016 | ||||||||
Business Combination, Consideration Transferred | $ 21,000 | ||||||||
Business Acquisition, Name of Acquired Entity | wireless infrastructure access business | ||||||||
Wireless Infrastructure Backhaul Business of Broadcom Corporation [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill, Acquired During Period | $ (341) | ||||||||
Business Acquisition, Effective Date of Acquisition | Jul. 1, 2016 | ||||||||
Business Combination, Consideration Transferred | $ 80,000 | ||||||||
Business Acquisition, Name of Acquired Entity | wireless infrastructure backhaul business | ||||||||
Entropic Communications [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Effective Date of Acquisition | Apr. 30, 2015 | ||||||||
Business Combination, Consideration Transferred | $ 289,400 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 173,800 | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 4,500 | ||||||||
Payments to Acquire Businesses, Gross | $ 111,100 | ||||||||
Physpeed [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Effective Date of Acquisition | Oct. 31, 2014 | ||||||||
Payments to Acquire Businesses, Gross | $ 9,250 | ||||||||
Physpeed Acquisition Related [Abstract] | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||
Cash [Member] | |||||||||
Physpeed Acquisition Related [Abstract] | |||||||||
Payment of Contingent Consideration | $ 760 | ||||||||
Earn-out Consideration [Member] | Physpeed [Member] | |||||||||
Physpeed Acquisition Related [Abstract] | |||||||||
Business Combination, Contingent Consideration, Liability | $ 300 | 0 | $ 0 | $ 364 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 750 | ||||||||
Business Combination, Contingent Consideration Arrangements, Base Amount Multiplied by Revenue Percent | $ 375 | ||||||||
Payment of Contingent Consideration | 375 | $ (240) | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Physpeed Acquisition Related [Abstract] | |||||||||
Payment of Contingent Consideration | 860 | ||||||||
Restricted Stock Units (RSUs) [Member] | Physpeed [Member] | |||||||||
Physpeed Acquisition Related [Abstract] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Current Liabilities, Accrued Compensation | $ 1,600 | $ 1,600 |
Business Combinations Busines37
Business Combinations Business Combination - G.hn Business of Marvell (Details) - G.hn business of Marvell [Member] - USD ($) $ in Thousands | Apr. 04, 2017 | Sep. 30, 2017 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||
Goodwill, Purchase Accounting Adjustments | $ 100 | ||
Payments to Acquire Businesses, Gross | $ 21,000 | ||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Fair Value Mark Up On Inventory | 1,246 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 2,084 | $ 2,084 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 147 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | 3,277 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 12,600 | ||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 875 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 28 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (1) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accrued Expenses | (234) | ||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Current Liabilities, Accrued Compensation | (2) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (99) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 18,675 | ||
Business Acquisition, Goodwill | $ 2,325 | ||
Business Acquisition, Effective Date of Acquisition | Apr. 4, 2017 | ||
Payments to Acquire Businesses, Gross | $ 21,000 | ||
Finite-lived Intangible Assets Acquired | $ 12,600 | ||
Cost of Sales [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Amortization of Inventory Step-Up | $ 0 | $ 1,200 | |
Order or Production Backlog [Member] | |||
Business Acquisition [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 months | ||
Finite-lived Intangible Assets Acquired | $ 500 | ||
Developed technology | |||
Business Acquisition [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | ||
Finite-lived Intangible Assets Acquired | $ 7,100 | ||
Customer-Related Intangible Assets [Member] | |||
Business Acquisition [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 9 months 18 days | ||
Finite-lived Intangible Assets Acquired | $ 4,800 | ||
Noncompete Agreements [Member] | |||
Business Acquisition [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | ||
Finite-lived Intangible Assets Acquired | $ 200 | ||
Cash [Member] | |||
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 21,000 |
Business Combinations Pro-Forma
Business Combinations Pro-Forma (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments [Table Text Block] | The following adjustments were included in the unaudited pro forma combined net income (loss): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) Net income (loss) $ (9,167 ) $ 9,679 $ 10,261 $ 52,944 Add: Results of operations – acquired business — (2,510 ) (8,916 ) (869 ) Less: Proforma adjustments Depreciation of property, plant and equipment 1,199 (217 ) 970 555 Amortization of intangible assets 1,966 (10,055 ) (9,498 ) (33,717 ) Amortization of inventory step-up 9,715 (5,051 ) 15,818 (26,503 ) Impairment of intangible assets — — — 1,519 Acquisition and integration expenses 982 — 16,389 (16,389 ) Interest expense 360 (3,806 ) (5,029 ) (11,460 ) Income tax benefit (126 ) — 1,760 — Net income (loss) – proforma combined $ 4,929 $ (11,960 ) $ 21,755 $ (33,920 ) Net income (loss) per share - proforma combined: Basic $ 0.07 $ (0.19 ) $ 0.33 $ (0.53 ) Diluted $ 0.07 $ (0.19 ) $ 0.31 $ (0.53 ) Shares used to compute net income (loss) per share - proforma combined Basic 66,712 64,241 65,950 63,454 Diluted 69,668 64,241 69,491 63,454 | |||
Net Income (Loss) Attributable to Parent | $ (9,167) | $ 9,679 | $ 10,261 | $ 52,944 |
Basic | 66,712 | 64,241 | 65,950 | 63,454 |
Exar Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Pro Forma Impairment of Intangible Assets | $ 0 | $ 0 | $ 0 | $ 1,519 |
Business Combination, Transaction Costs | 982 | |||
Exar and Marvell [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Proforma Amortization of Step-Up of Inventory with Life Less than 1 Year | 4,857 | 25,532 | ||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 35,545 | 49,439 | ||
Business Combination, Pro Forma Information, Gross Profit | 21,554 | 29,559 | ||
Business Combination, Amortization of Intangible Assets and Inventory Step Up | 14,286 | 23,521 | ||
Business Acquisition, Pro Forma Revenue | 113,581 | 125,202 | 343,101 | 384,362 |
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 0 | (2,510) | (8,916) | (869) |
Business Acquisition Proforma Depreciation of Property, Plant and Equipment | 1,199 | (217) | 970 | 555 |
Business Acquisition Proforma Amortization of Intangible Assets | 1,966 | (10,055) | (9,498) | (33,717) |
Business Acquisition Proforma Amortization of Intangible Assets | 200 | 4,100 | ||
Business Combination Pro Forma Information Amortization of Inventory Step Up included in Consolidated Income Statement | 9,715 | (5,051) | 15,818 | (26,503) |
Business Combination, Transaction Costs | 982 | 0 | 16,389 | (16,389) |
Pro-Forma Interest Expense | 360 | (3,806) | (5,029) | (11,460) |
Business Acquisition, Proforma Acquisitions, Tax Provision | (126) | 0 | 1,760 | 0 |
Business Acquisition, Pro Forma Net Income (Loss) | $ 4,929 | $ (11,960) | $ 21,755 | $ (33,920) |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax, Per Share, Basic | $ 0.07 | $ (0.19) | $ 0.33 | $ (0.53) |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax, Per Share, Diluted | $ 0.07 | $ (0.19) | $ 0.31 | $ (0.53) |
Pro Forma Weighted Average Shares Outstanding, Diluted | 69,668 | 64,241 | 69,491 | 63,454 |
G.hn business of Marvell [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Transaction Costs | $ 9,986 | |||
Deferred Revenue and Profit [Domain] | Exar Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Deferred Revenue and Profit Eliminated in Acquisition Accounting | $ 800 | |||
Deferred Revenue [Domain] | Exar Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | 6,079 | |||
Deferred Profit [Domain] | Exar Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Deferred Profit Eliminated in Acquisition Accounting | $ 4,682 | |||
Amortization [Member] | Exar and Marvell [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Pro Forma Information, Description | 5,024 | 29,632 |
Restructuring Activity (Details
Restructuring Activity (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 2,178 | $ 0 | $ 8,724 | $ 2,106 |
Stock Based Compensation [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 400 | 4,900 | ||
Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 351 | 0 | 901 | 1,976 |
Other Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 138 | $ 0 | 138 | $ 130 |
Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 1,300 | $ 2,800 |
Restructuring Activity (Detai40
Restructuring Activity (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | $ 4,195 | $ 4,195 | $ 536 | ||
Restructuring Charges | 2,178 | $ 0 | 8,724 | $ 2,106 | |
Payments for Restructuring | (4,406) | ||||
Restructuring Reserve, Settled without Cash | (5,134) | ||||
Restructuring Reserve, Accrual Adjustment | 70 | ||||
Lease Related Impairment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 3,413 | 3,413 | 499 | ||
Transfers from deferred rent | 4,405 | ||||
Restructuring Charges | 901 | ||||
Payments for Restructuring | (2,140) | ||||
Restructuring Reserve, Settled without Cash | (252) | ||||
Restructuring Reserve, Accrual Adjustment | 0 | ||||
One-time Termination Benefits [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 675 | 675 | 0 | ||
Transfers from deferred rent | 0 | ||||
Restructuring Charges | 1,689 | 0 | 7,685 | 0 | |
Payments for Restructuring | (2,155) | ||||
Restructuring Reserve, Settled without Cash | (4,855) | ||||
Restructuring Reserve, Accrual Adjustment | 0 | ||||
Other Restructuring [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 107 | 107 | $ 37 | ||
Transfers from deferred rent | 0 | ||||
Restructuring Charges | $ 138 | $ 0 | 138 | $ 130 | |
Payments for Restructuring | (111) | ||||
Restructuring Reserve, Settled without Cash | (27) | ||||
Restructuring Reserve, Accrual Adjustment | $ 70 |
Restructuring Activities (Detai
Restructuring Activities (Details Textuals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring charges | $ 2,178 | $ 0 | $ 8,724 | $ 2,106 |
Operating Leases, Rent Expense, Sublease Rentals | 500 | 400 | 1,600 | 900 |
Stock Based Compensation [Member] | ||||
Restructuring charges | 400 | 4,900 | ||
Other Restructuring [Member] | ||||
Restructuring charges | 138 | 0 | 138 | 130 |
Employee Severance [Member] | ||||
Restructuring charges | 1,300 | 2,800 | ||
Facility Closing [Member] | ||||
Restructuring charges | $ 351 | $ 0 | 901 | $ 1,976 |
Lease Related Impairment [Member] | ||||
Restructuring charges | $ 901 |
Goodwill and Intangibles Asse42
Goodwill and Intangibles Assets (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||
Balance as of December 31, 2016 | $ 239,673 | $ 76,015 | |
Balance as of September 30, 2017 | 239,673 | ||
Exar and G.hn business [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Acquired During Period | $ 163,999 | ||
Wireless Infrastructure Backhaul Business of Broadcom Corporation [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Purchase Accounting Adjustments | $ (341) |
Goodwill and Intangibles Asse43
Goodwill and Intangibles Assets (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization | $ 17,968 | $ 5,790 | $ 37,330 | $ 10,460 | |
Allocated Share-based Compensation Expense | 7,796 | 6,264 | 24,898 | 16,475 | |
Gross Carrying Amount | 396,689 | 396,689 | $ 130,311 | ||
Accumulated Amortization | (85,780) | (85,780) | (48,450) | ||
Net Carrying Amount | 310,909 | $ 310,909 | 81,861 | ||
Licensed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Useful Life (in Years) | 3 years 8 months 12 days | ||||
Gross Carrying Amount | 4,891 | $ 4,891 | 3,311 | ||
Accumulated Amortization | (3,263) | (3,263) | (2,957) | ||
Net Carrying Amount | 1,628 | $ 1,628 | 354 | ||
Developed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Useful Life (in Years) | 6 years 10 months 24 days | ||||
Gross Carrying Amount | 224,461 | $ 224,461 | 77,800 | ||
Accumulated Amortization | (30,690) | (30,690) | (13,550) | ||
Net Carrying Amount | 193,771 | $ 193,771 | 64,250 | ||
Trademarks and trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Useful Life (in Years) | 6 years 1 month 6 days | ||||
Gross Carrying Amount | 13,800 | $ 13,800 | 1,700 | ||
Accumulated Amortization | (1,427) | (1,427) | (405) | ||
Net Carrying Amount | 12,373 | $ 12,373 | 1,295 | ||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Useful Life (in Years) | 4 years 7 months 6 days | ||||
Gross Carrying Amount | 121,100 | $ 121,100 | 20,000 | ||
Accumulated Amortization | (19,415) | (19,415) | (4,782) | ||
Net Carrying Amount | 101,685 | $ 101,685 | 15,218 | ||
Covenants non-compete | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Useful Life (in Years) | 3 years | ||||
Gross Carrying Amount | 1,100 | $ 1,100 | 900 | ||
Accumulated Amortization | (415) | (415) | (156) | ||
Net Carrying Amount | 685 | $ 685 | 744 | ||
Backlog | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Useful Life (in Years) | 6 months | ||||
Gross Carrying Amount | 31,337 | $ 31,337 | 26,600 | ||
Accumulated Amortization | (30,570) | (30,570) | (26,600) | ||
Net Carrying Amount | 767 | 767 | $ 0 | ||
Cost of Sales [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization | 7,907 | 2,571 | 16,851 | 5,940 | |
Allocated Share-based Compensation Expense | 93 | 56 | 231 | 150 | |
Research and Development Expense [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization | 137 | 137 | 412 | 481 | |
Allocated Share-based Compensation Expense | 4,337 | 4,332 | 11,841 | 10,916 | |
Selling, General and Administrative Expenses [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization | 9,924 | 3,082 | 20,067 | 4,039 | |
Allocated Share-based Compensation Expense | $ 2,965 | $ 1,876 | $ 7,911 | $ 5,409 |
Goodwill and Intangibles Asse44
Goodwill and Intangibles Assets (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Net - Beginning Balance | $ 81,861 | |||
Additions | 5,378 | |||
Amortization | $ 17,968 | $ 5,790 | 37,330 | $ 10,460 |
Finite-Lived Intangible Assets, Net - Ending Balance | $ 310,909 | 310,909 | ||
Exar and G.hn business [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 245,500 |
Goodwill and Intangibles Asse45
Goodwill and Intangibles Assets (Details 4) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 17,167 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 65,598 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 54,748 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 53,882 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 53,099 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 66,415 | |
Finite-Lived Intangible Assets, Net | $ 310,909 | $ 81,861 |
Goodwill and Intangibles Asse46
Goodwill and Intangibles Assets (Details 5) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Impairment of IPR&D assets | $ 2,000,000 | $ 1,300,000 | $ 2,000,000 | $ 1,300,000 |
Indefinite-lived Intangible Assets [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Balance as of December 31, 2016 | 22,400,000 | |||
Transfers into developed technology from IPR&D | 15,500,000 | |||
Balance as of September 30, 2017 | $ 21,500,000 | 21,500,000 | ||
Indefinite-lived Intangible Assets [Member] | Exar Corporation [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Indefinite-lived Intangible Assets Acquired | $ 16,600,000 |
Goodwill and Intangibles Asse47
Goodwill and Intangibles Assets (Details Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Impairment of IPR&D assets | $ 2,000,000 | $ 1,300,000 | $ 2,000,000 | $ 1,300,000 | ||
Balance as of December 31, 2016 | 239,673,000 | 239,673,000 | $ 76,015,000 | |||
Amortization | $ 17,968,000 | $ 5,790,000 | 37,330,000 | $ 10,460,000 | ||
Goodwill, Impairment Loss | 0 | |||||
Impairment of Intangible Assets (Excluding Goodwill) | 0 | |||||
Finite-Lived Intangible Assets [Member] | ||||||
Transfers into developed technology from IPR&D | 15,500,000 | |||||
Indefinite-lived Intangible Assets [Member] | ||||||
Transfers into developed technology from IPR&D | $ 15,500,000 | |||||
Wireless Infrastructure Backhaul Business of Broadcom Corporation [Member] | ||||||
Goodwill, Purchase Accounting Adjustments | $ (341,000) |
Financial Instruments (Details
Financial Instruments (Details 1) $ in Thousands | Dec. 31, 2016USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | $ 93,129 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 39 |
Available-for-sale Securities | 93,090 |
Cash and Cash Equivalents [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | 39,181 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 |
Available-for-sale Securities | 39,181 |
Investments [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | 53,948 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 39 |
Available-for-sale Securities | 53,909 |
US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | 28,025 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 32 |
Available-for-sale Securities | 27,993 |
Corporate Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | 25,923 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 7 |
Available-for-sale Securities | 25,916 |
Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | 39,181 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 |
Available-for-sale Securities | 39,181 |
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 | 93,090 |
Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value Measurement [Member] | Contingent Consideration [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Business Combination, Contingent Consideration, Liability, Noncurrent | 375 |
Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value Measurement [Member] | Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | $ 39,181 |
Financial Instruments (Detail49
Financial Instruments (Details 2) $ in Thousands | Dec. 31, 2016USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | $ 93,129 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (39) |
Available-for-sale Securities | 93,090 |
Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | 39,181 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 |
Available-for-sale Securities | 39,181 |
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 | 39,181 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Contingent Consideration [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Business Combination, Contingent Consideration, Liability, Noncurrent | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | 39,181 |
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 | 53,909 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Contingent Consideration [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Business Combination, Contingent Consideration, Liability, Noncurrent | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | 27,993 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | 25,916 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | 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 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Business Combination, Contingent Consideration, Liability, Noncurrent | 375 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | 0 |
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 | 93,090 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Business Combination, Contingent Consideration, Liability, Noncurrent | 375 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring [Member] | US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | 27,993 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | 25,916 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities | 39,181 |
Corporate Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | 25,923 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (7) |
Available-for-sale Securities | 25,916 |
US Government Agencies Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | 28,025 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (32) |
Available-for-sale Securities | 27,993 |
Cash and Cash Equivalents [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | 39,181 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 |
Available-for-sale Securities | 39,181 |
Investments [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | 53,948 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (39) |
Available-for-sale Securities | $ 53,909 |
Financial Instruments (Detail50
Financial Instruments (Details 3) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Oct. 31, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Net Gain (Loss) Attributable To Contingent Consideration | $ 0 | $ (209) | |
Physpeed [Member] | Earn-out Consideration [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Payment of Contingent Consideration | 375 | (240) | |
Business Combination, Contingent Consideration, Liability | 0 | 364 | $ 300 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 375 | 395 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ 0 | $ 209 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details Textuals) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | $ 0 | |
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net | $ 0 | |
Maximum [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Inputs, Discount Rate | 100.00% |
Balance Sheet Details - Cash an
Balance Sheet Details - Cash and Investments (Details 1) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash and cash equivalents | $ 71,576 | $ 81,086 | ||
Short-term restricted cash | 615 | 614 | ||
Long-term restricted cash | 1,905 | 1,196 | ||
Cash, cash equivalents and restricted cash | 74,096 | 82,896 | $ 56,076 | $ 67,956 |
Short-term investments, available-for-sale | 0 | 47,918 | ||
Long-term investments, available-for-sale | 0 | 5,991 | ||
Investments and Cash | $ 74,096 | $ 136,805 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventory (Details 2) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Work-in-process | $ 27,093 | $ 13,947 |
Finished goods | 36,599 | 12,636 |
Inventory Total | $ 63,692 | $ 26,583 |
Balance Sheet Details - Propert
Balance Sheet Details - Property and Equipment (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 3,400 | $ 3,000 | $ 9,200 | $ 8,300 | |
Property and equipment, Gross | 64,506 | 64,506 | $ 53,463 | ||
Less accumulated depreciation and amortization | (41,170) | (41,170) | (32,914) | ||
Property and equipment, net | 23,336 | $ 23,336 | 20,549 | ||
Furniture and fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 5 years | ||||
Property and equipment, Gross | 2,108 | $ 2,108 | 1,983 | ||
Machinery and equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, Gross | 32,495 | $ 32,495 | 27,028 | ||
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 | 10,625 | $ 10,625 | 9,153 | ||
Software and Software Development Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 3 years | ||||
Property and equipment, Gross | 5,085 | $ 5,085 | 3,625 | ||
Leasehold improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, Gross | 13,965 | $ 13,965 | 11,635 | ||
Leasehold improvements [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 1 year | ||||
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 | $ 228 | $ 228 | $ 39 |
Balance Sheet Details - Deferre
Balance Sheet Details - Deferred Revenue and Deferred Profit (Details 4) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred revenue-rebates | $ 130 | $ 464 |
Deferred revenue - distributor transactions | 22,902 | 7,987 |
Deferred cost of net revenue - distributor transactions | (5,808) | (2,460) |
Deferred revenue and deferred profit | $ 17,224 | $ 5,991 |
Balance Sheet Details- Accrued
Balance Sheet Details- Accrued Price Protection Liability (Details 5) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Accrued Price Protection Rebate Activity [Roll Forward] | ||
Begining Balance | $ 15,176 | $ 20,026 |
Charged as a reduction of revenue | 36,256 | 34,501 |
Reversal of unclaimed rebates | (70) | (1,302) |
Payments | (23,133) | (36,113) |
Ending Balance | $ 28,229 | $ 17,112 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued Expenses (Details 6) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued technology license payments | $ 5,186 | $ 5,850 |
Accrued professional fees | 1,079 | 1,620 |
Accrued engineering and production costs | 1,565 | 1,232 |
Accrued restructuring | 4,195 | 536 |
Accrued royalty | 1,164 | 846 |
Accrued Rent, Current | 1,418 | 1,560 |
Accrued customer credits | 1,159 | 1,207 |
Taxes Payable | 4,167 | 235 |
Other | 7,090 | 3,272 |
Total | $ 27,023 | $ 16,358 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | May 12, 2024 | Sep. 30, 2017 | Sep. 30, 2017 | May 12, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||
Debt Instrument, Term | 7 years | ||||
Debt Instrument, Call Feature | 1.0% soft call premium | ||||
Repayments of Debt | $ 50,000 | ||||
Debt Issuance Costs, Gross | $ 6,000 | ||||
Amortization of Debt Discount (Premium) | $ 80 | 120 | |||
Amortization of Debt Issuance Costs | 200 | 300 | |||
Unsecured Long-term Debt, Noncurrent | $ 367,322 | $ 367,322 | $ 0 | ||
Long-term Debt, Description | 160 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 3.70% | 3.70% | |||
Long-term Debt, Fair Value | $ 356,900 | $ 356,900 | 398,500 | ||
Debt Instrument, Interest Rate, Basis for Effective Rate | 0.046 | ||||
Debt Instrument, Unamortized Discount | (2,100) | ||||
Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate Terms | a base rate | ||||
Base Rate [Member] | Applicable Margin - 1.5% [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate Terms | 0.015 | ||||
Federal Funds Effective Swap Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate Terms | the federal funds rate, plus 0.50% | ||||
Prime Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate Terms | prime rate | ||||
London Interbank Offered Rate (LIBOR) [Member] | Applicable Margin - 2.5% [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate Terms | 0.025 | ||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate Terms | adjusted LIBOR rate, subject to a floor of 0.75% | ||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate Terms | an adjusted LIBOR rate determined on the basis of a one- three- or six-month interest period, plus 1.0% | ||||
Medium-term Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 375,000 | $ 375,000 | $ 425,000 | ||
Debt Issuance Costs, Net | (5,673) | (5,673) | |||
Long-term Debt | 367,322 | 367,322 | |||
Long-term Debt, Current Maturities | 0 | 0 | |||
Unsecured Long-term Debt, Noncurrent | 367,322 | 367,322 | |||
Debt Instrument, Unamortized Discount | $ (2,005) | $ (2,005) | |||
Scenario, Forecast [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Frequency of Periodic Payment | quarterly installments | ||||
Debt Instrument, Payment Terms | 0.0025 |
Stock-Based Compensation and 59
Stock-Based Compensation and Employee Benefit Plans - Expense by Type (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 7,796 | $ 6,264 | $ 24,898 | $ 16,475 |
Cost of Sales [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 93 | 56 | 231 | 150 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 4,337 | 4,332 | 11,841 | 10,916 |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 2,965 | 1,876 | 7,911 | 5,409 |
Restructuring Charges [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 401 | $ 0 | $ 4,915 | $ 0 |
Stock-Based Compensation and 60
Stock-Based Compensation and Employee Benefit Plans - Awards (Details 2) shares in Thousands | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Restricted Stock Unit and Restricted Stock Award [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | shares | 3,670 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 1,349 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | (1,394) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | (375) |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | shares | 3,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 14.67 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 27.27 |
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | shares | 250 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Intrinsic Value, Amount Per Share | $ 15.88 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Intrinsic Value | 20.13 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | 19.68 |
Exar Corporation [Member] | Restricted Stock Unit and Restricted Stock Award [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 | $ 31.12 |
Minimum [Member] | Employee Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 months 17 days |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 6.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 29.56% |
Maximum [Member] | Employee Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 months |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 7.46 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 49.94% |
Stock-Based Compensation and 61
Stock-Based Compensation and Employee Benefit Plans - ESPP (Details 3) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | May 15, 2017 | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 117,217 | |
ESPP [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 18.11 | |
Employee Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Minimum [Member] | Employee Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 6.20 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 months 17 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 29.56% | |
Maximum [Member] | Employee Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 7.46 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 49.94% |
Stock-Based Compensation and 62
Stock-Based Compensation and Employee Benefit Plans - Stock Options (Details 4) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 900 | $ 300 | $ 15,200 | $ 5,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years 29 days | |||
Proceeds from Stock Options Exercised | 1,100 | 200 | $ 7,100 | 2,300 |
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options | $ 900 | $ 200 | $ 11,200 | $ 4,700 |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,025 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 761 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | 196 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,203 | 3,203 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block] | 3,180 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 2,643 | 2,643 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ 6.78 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | 9.28 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ 9.28 | 9.28 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | 9.23 | 9.23 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ 8.03 | $ 8.03 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 9 months 26 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 46,708 | $ 46,708 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years 9 months 18 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 46,525 | $ 46,525 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 2 years 3 months 29 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 41,839 | $ 41,839 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 18.05 | |||
Entropic [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price | $ 17.44 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | 1,135 |
Stock-Based Compensation and 63
Stock-Based Compensation and Employee Benefit Plans - Additional Information (Details Textuals) - USD ($) $ / shares in Units, $ in Thousands | Mar. 29, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Feb. 17, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Dual Class Sunset Class A and B Common Stock | Mar. 29, 2017 | ||||||
Treasury Stock, Shares, Retired | 65,445,853 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 8,400 | $ 8,400 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years 29 days | ||||||
Allocated Share-based Compensation Expense | 7,796 | $ 6,264 | $ 24,898 | $ 16,475 | |||
Shares Issued upon Settlement of Employee Bonus Plan | 200,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 900 | 300 | $ 15,200 | 5,500 | |||
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 117,217 | ||||||
Proceeds from Stock Options Exercised | $ 1,100 | 200 | $ 7,100 | 2,300 | |||
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options | 900 | $ 200 | 11,200 | $ 4,700 | |||
Accrued Bonuses | $ 5,000 | $ 5,000 | |||||
Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 12,227,713 | 12,227,713 | |||||
ESPP [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,663,226 | 1,663,226 | |||||
Restricted Stock Unit and Restricted Stock Award [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 | $ 27.27 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years 7 months 10 days | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 54,600 | $ 54,600 | |||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years 9 months 18 days | ||||||
Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common Stock, Shares Authorized | 550,000,000 | 550,000,000 | 550,000,000 | ||||
Common Class A [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Treasury Stock, Shares, Retired | 58,876,053 | ||||||
Common Stock, Shares Authorized | 441,124,000 | 441,124,000 | 500,000,000 | ||||
Common Class B [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Treasury Stock, Shares, Retired | 6,569,800 | ||||||
Common Stock, Shares Authorized | 493,430,000 | 493,430,000 | 500,000,000 | ||||
Scenario, Previously Reported [Member] | Common Class A [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common Stock, Shares Authorized | 1,575,000,000 | ||||||
Scenario, Adjustment [Member] | Common Class A [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common Stock, Shares Authorized | 1,509,554,147 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Valuation Allowance [Line Items] | ||||||
Income tax provision (benefit) | $ (6,276) | $ 1,084 | $ (33,770) | $ 2,155 | ||
Unrecognized Tax Benefits, Period Increase (Decrease) | 37,200 | |||||
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 35,100 | |||||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 1,200 | 1,200 | ||||
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 300 | 300 | ||||
Exar Corporation [Member] | ||||||
Valuation Allowance [Line Items] | ||||||
Unrecognized Tax Benefits, Increase Resulting from Acquisition | 35,800 | |||||
Domestic Tax Authority [Member] | ||||||
Valuation Allowance [Line Items] | ||||||
Valuation Allowances and Reserves, Balance | $ 11,500 | $ 11,500 | $ 61,600 | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 50,100 |
Significant Customer and Geog65
Significant Customer and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | |||||
Long lived assets | $ 595,418 | $ 200,825 | |||
Revenue, Net | $ 113,581 | $ 96,324 | 306,597 | $ 300,696 | |
Asia [Member] | |||||
Concentration Risk [Line Items] | |||||
Revenue, Net | 97,236 | 84,878 | 276,367 | 277,044 | |
UNITED STATES | |||||
Concentration Risk [Line Items] | |||||
Long lived assets | 495,543 | 111,336 | |||
Revenue, Net | 3,714 | 4,068 | 5,954 | 9,140 | |
Rest of World [Member] | |||||
Concentration Risk [Line Items] | |||||
Long lived assets | 2,416 | 11,171 | |||
Revenue, Net | $ 12,631 | $ 7,378 | 24,276 | $ 14,512 | |
SINGAPORE | |||||
Concentration Risk [Line Items] | |||||
Long lived assets | $ 97,459 | $ 78,318 | |||
Long lived assets [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Benchmark Description | 1 | 1 | |||
Long lived assets [Member] | UNITED STATES | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Benchmark Description | 0.83 | 0.55 | |||
Long lived assets [Member] | Rest of World [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Benchmark Description | 0.01 | 0.06 | |||
Long lived assets [Member] | SINGAPORE | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Benchmark Description | 0.16 | 0.39 | |||
Net Revenue [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% | |
Net Revenue [Member] | Asia [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 86.00% | 88.00% | 90.00% | 92.00% | |
Net Revenue [Member] | UNITED STATES | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 3.00% | 4.00% | 2.00% | 3.00% | |
Net Revenue [Member] | Rest of World [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | 8.00% | 8.00% | 5.00% | |
Net Revenue [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 26.00% | 28.00% | 27.00% | 27.00% | |
Net Revenue [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | ||||
Net Revenue [Member] | Geographic Concentration Risk [Member] | China [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 68.00% | 73.00% | 72.00% | 81.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Pegatron Corporation [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 18.00% | 17.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Cisco | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 12.00% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Sernet Technologies Corporation [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | 15.00% | |||
United Microelectronics Corporation [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 21.00% | 16.00% | 21.00% | 15.00% | |
Taiwan Semiconductor Manufacturing Company [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | 18.00% | 15.00% | 12.00% | |
Globalfoundries [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | 23.00% | 12.00% | 19.00% | |
Semiconductor Manufacturing International [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | 15.00% | 12.00% | ||
Vendor D [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 16.00% | 10.00% | 14.00% | 11.00% | |
Tower-Jazz Semiconductor [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 13.00% |
Commitments and Contingencies66
Commitments and Contingencies (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Long-term Purchase Commitment [Line Items] | ||||
Operating Leases, Rent Expense, Sublease Rentals | $ 500 | $ 400 | $ 1,600 | $ 900 |
Lease Expiration Date | Dec. 31, 2023 | |||
Contractual Obligation | 99,819 | $ 99,819 | ||
Operating Leases | ||||
2017 (3 months) | 2,868 | 2,868 | ||
2,017 | 9,313 | 9,313 | ||
2,018 | 9,282 | 9,282 | ||
2,019 | 9,392 | 9,392 | ||
2,020 | 9,128 | 9,128 | ||
Thereafter | 5,654 | 5,654 | ||
Total minimum payments: | 45,637 | 45,637 | ||
Other Obligations | ||||
Other Commitment | 21,274 | 21,274 | ||
Other Commitment, Due after Fifth Year | 0 | 0 | ||
Other Commitment, Due in Fifth Year | 30 | 30 | ||
Other Commitment, Due in Fourth Year | 3,781 | 3,781 | ||
Other Commitment, Due in Third Year | 7,529 | 7,529 | ||
Other Commitment, Due in Second Year | 7,526 | 7,526 | ||
Other Commitment, Due in Next Twelve Months | 2,408 | 2,408 | ||
Contractual Obligation, Due in Second Year | 16,839 | 16,839 | ||
Contractual Obligation, Due in Third Year | 16,811 | 16,811 | ||
Contractual Obligation, Due in Fourth Year | 13,173 | 13,173 | ||
Contractual Obligation, Due in Fifth Year | 9,158 | 9,158 | ||
Contractual Obligation, Due after Fifth Year | 5,654 | 5,654 | ||
Contractual Obligation, Future Minimum Payments Due, Remainder of Fiscal Year | 38,184 | 38,184 | ||
Inventories [Member] | ||||
Other Obligations | ||||
2017 (3 months) | 32,908 | 32,908 | ||
2,017 | 0 | 0 | ||
2,018 | 0 | 0 | ||
2,019 | 0 | 0 | ||
2,020 | 0 | 0 | ||
Thereafter | 0 | 0 | ||
Total minimum payments: | $ 32,908 | $ 32,908 |
Commitments and Contingencies -
Commitments and Contingencies - Leases (Details 2) - USD ($) $ in Thousands | Nov. 11, 2015 | Dec. 17, 2013 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Operating Leases, Rent Expense, Sublease Rentals | $ 500 | $ 400 | $ 1,600 | $ 900 | ||
Operating Leases, Rent Expense, Net | 1,400 | $ 800 | 3,000 | $ 2,300 | ||
Operating Leases, Future Sublease Income, Remainder of Fiscal Year | 563 | $ 563 | ||||
Lease Expiration Date | Dec. 31, 2023 | |||||
Operating Leases, Future Sublease Income, Due in Two Years | 2,833 | $ 2,833 | ||||
Operating Leases, Future Sublease Income, Due in Three Years | 3,544 | 3,544 | ||||
Operating Leases, Future Sublease Income, Due in Four Years | 4,026 | 4,026 | ||||
Operating Leases, Future Sublease Income, Due in Five Years | 4,120 | 4,120 | ||||
Operating Leases, Future Sublease Income, Due Thereafter | 1,231 | 1,231 | ||||
Operating Leases, Future Sublease Income Due | $ 16,317 | $ 16,317 | ||||
The Campus Carlsbad, LLC [Member] | ||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 3 years 7 months | |||||
Northwest Mutual Life Insurance Company [Member] | ||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 6 years 2 months |
Commitments and Contingencies68
Commitments and Contingencies - Litigation (Details 3) $ in Millions | May 16, 2014claim | Oct. 31, 2015claimpatent | Sep. 30, 2017USD ($)claimpatent | Nov. 09, 2016USD ($) | Aug. 31, 2016claim |
CrestaTech Technology Corporation v. MaxLinear, Inc. [Member] | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Patents Allegedly Infringed, Number | patent | 2 | ||||
Number of pending claims | 4 | ||||
Loss Contingency, Allegations | 3 | ||||
Patents found not infringed upon | patent | 2 | ||||
Loss Contingency, Claims Dismissed, Number | 13 | ||||
Inter Partes Review by US Patent Office [Member] | |||||
Loss Contingencies [Line Items] | |||||
New claims filed | 4 | ||||
Inter Partes Review by US Patent Office v. CrestaTech Patents [Member] | |||||
Loss Contingencies [Line Items] | |||||
Number of pending claims | 6 | ||||
Trango Systems, Inc. v. Broadcom Corporation [Member] | |||||
Loss Contingencies [Line Items] | |||||
New claims filed | 1 | ||||
Exar Corporation [Member] | |||||
Loss Contingencies [Line Items] | |||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | $ | $ 5 | $ 5 | |||
Business Combination, Indemnification Assets, Range of Outcomes, Value, High | $ | $ 13.6 |
Commitments and Contingencies O
Commitments and Contingencies Other (Details) - Exar Corporation [Member] $ in Millions | Sep. 30, 2017USD ($) |
Loss Contingencies [Line Items] | |
Business Combination, Indemnification Assets, Range of Outcomes, Value, High | $ 13.6 |
Indemnification Agreement [Member] | |
Loss Contingencies [Line Items] | |
Business Combination, Indemnification Assets, Range of Outcomes, Value, High | 136 |
Representations and Warranties [Member] | |
Loss Contingencies [Line Items] | |
Business Combination, Indemnification Assets, Range of Outcomes, Value, High | 34 |
Intellectual Property [Member] | |
Loss Contingencies [Line Items] | |
Business Combination, Indemnification Assets, Range of Outcomes, Value, High | $ 34 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ in Millions | Nov. 03, 2017USD ($) |
Subsequent Event [Line Items] | |
Derivative Instrument - Interest Rate Hedge, Notional Amount | $ 350 |
Derivative, Fixed Interest Rate | 1.74685% |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Abstract] | ||
Restricted Cash and Cash Equivalents | $ 2.5 | $ 1.8 |