Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 29, 2013 | Feb. 20, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Spansion Inc. | ' | ' |
Document Type | '10-K | ' | ' |
Current Fiscal Year End Date | '--12-29 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 60,074,340 | ' |
Entity Public Float | ' | ' | $733,100,000 |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001322705 | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Document Period End Date | 29-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Net sales | $971,690 | $915,932 | $1,069,883 |
Cost of sales | 719,062 | 632,417 | 847,797 |
Gross Profit | 252,628 | 283,515 | 222,086 |
Research and development | 126,768 | 107,850 | 106,644 |
Sales, general and administrative | 178,265 | 135,607 | 108,461 |
Net gain on sale of Kuala Lumpur land and building | ' | -28,434 | ' |
Restructuring charges | 6,017 | 5,650 | 12,295 |
Operating income (loss) | -58,422 | 62,842 | -5,314 |
Interest and other income (expense), net | 4,406 | 4,688 | 3,954 |
Interest expense | -29,792 | -30,147 | -33,151 |
Gain on Acquisition of Microcontroller and Analog Business | 7,950 | ' | ' |
Income (loss) before income taxes | -75,858 | 37,383 | -34,511 |
Provision for income taxes | -2,410 | -12,999 | -21,037 |
Net income (loss) | -78,268 | 24,384 | -55,548 |
Less: Net income (loss) attributable to the noncontrolling interest | ' | -503 | 338 |
Net income (loss) attributable to Spansion Inc. common stockholders | ($78,268) | $24,887 | ($55,886) |
Basic (in Dollars per share) | ($1.34) | $0.41 | ($0.91) |
Diluted (in Dollars per share) | ($1.34) | $0.41 | ($0.91) |
Basic (in Shares) | 58,599 | 59,984 | 61,338 |
Diluted (in Shares) | 58,599 | 61,021 | 61,338 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 |
Net income (loss) | ($78,268) | $24,384 |
Other comprehensive income (loss), net of tax: | ' | ' |
Net foreign currency translation adjustment | -1,350 | -1,057 |
Gain on recovery from impaired investments | -1,200 | 1,200 |
Net unrealized gain on cash flow hedges: | ' | ' |
Net unrealized hedge gain arising during the period | 15,714 | 741 |
Net gain reclassified into earnings for cash flow hedges (ineffective portion) | -2,415 | ' |
Net gain reclassified into earnings for cash flow hedges (effective portion) | -13,298 | -740 |
Net unrealized gain on cash flow hedges | 1 | 1 |
Other comprehensive income (loss), net of tax | -2,549 | 144 |
Total comprehensive income (loss) | -80,817 | 24,528 |
Less: Comprehensive income (loss) attributable to noncontrolling interest | ' | -503 |
Comprehensive income (loss) attributable to Spansion Inc. common stockholders | ($80,817) | $25,031 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $286,069 | $262,177 |
Short-term investments | 25,428 | 51,720 |
Accounts receivable, net | 177,838 | 106,864 |
Inventories | 254,154 | 182,192 |
Deferred income taxes | 4,592 | 8,699 |
Prepaid expenses and other current assets | 52,756 | 28,531 |
Total current assets | 800,837 | 640,183 |
Property, plant and equipment, net | 185,505 | 176,728 |
Intangible assets, net | 167,949 | 149,153 |
Goodwill | 166,422 | 166,931 |
Other assets | 60,208 | 39,171 |
Total assets | 1,380,921 | 1,172,166 |
Current liabilities: | ' | ' |
Accounts payable | 126,680 | 85,542 |
Accrued compensation and benefits | 57,876 | 26,080 |
Other accrued liabilities | 86,352 | 29,913 |
Income taxes payable | 4,651 | 2,618 |
Deferred income | 30,247 | 9,135 |
Current portion of long-term debt | 97,320 | 5,382 |
Total current liabilities | 403,126 | 158,670 |
Deferred income taxes | 3,675 | 9,393 |
Long-term debt, less current portion | 404,612 | 410,913 |
Other long-term liabilities | 32,048 | 31,416 |
Total liabilities | 843,461 | 610,392 |
Capital stock: | ' | ' |
Additional paid-in capital | 747,393 | 690,891 |
Accumulated deficit | -205,959 | -127,691 |
Accumulated other comprehensive loss | -4,033 | -1,484 |
Total Stockholders’ equity | 537,460 | 561,774 |
Total liabilities and stockholders' equity | 1,380,921 | 1,172,166 |
Common Class A [Member] | ' | ' |
Capital stock: | ' | ' |
Common stock | $59 | $58 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Preferred stock par value (in Dollars per share) | ' | ' | $0.00 |
Preferred stock, shares authorized | ' | ' | 50,000,000 |
Common Class A [Member] | ' | ' | ' |
Common stock par value (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 |
Common stock, shares issued | 58,882,949 | 57,267,409 | ' |
Common stock, shares outstanding | 58,882,949 | 57,267,409 | ' |
Preferred stock par value (in Dollars per share) | $0.00 | $0.00 | ' |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ' |
Preferred stock, shares issued | 0 | 0 | ' |
Preferred stock, shares outstanding | 0 | 0 | ' |
Common Class B [Member] | ' | ' | ' |
Common stock par value (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 1 | 1 | 1 |
Common stock, shares issued | 1 | 1 | ' |
Common stock, shares outstanding | 1 | 1 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Cash Flows from Operating Activities: | ' | ' | ' |
Net income (loss) | ($78,268) | $24,384 | ($55,548) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 91,216 | 95,431 | 149,747 |
Costs relating to partial repurchase of 7.875% Senior Unsecured Notes | 2,280 | ' | ' |
Asset impairment charges | ' | 2,070 | 19,502 |
Provision (benefit) for deferred income taxes | -4,985 | 5,889 | 6,646 |
Gain on sale of Kuala Lumpur land and buildings | ' | -28,434 | ' |
Net gain on sale and disposal of property, plant, and equipment | -3,082 | -6,086 | -3,109 |
Gain on acquisition of microcontroller and analog business | -7,950 | ' | ' |
Gain on recovery from impaired investments | -11,236 | -1,059 | ' |
Compensation recognized under employee stock plans | 30,687 | 34,363 | 19,197 |
Non-cash inventory expenses related to fresh start markup | ' | ' | 8,260 |
Changes in assets and liabilities, net of effect of acquisition | ' | ' | ' |
Accounts Receivable | -68,957 | 2,528 | 55,022 |
Inventories | 30,529 | -8,667 | -10,194 |
Prepaid expenses and other current assets | 7,274 | 2,301 | 11,651 |
Other assets | -25,929 | 10,128 | -20,662 |
Accounts payable, accrued liabilities, and accrued compensation | 106,665 | -15,382 | -135,666 |
Income taxes payable | 2,037 | 981 | 405 |
Deferred income | 21,122 | -9,047 | -6,916 |
Net cash provided by operating activities | 91,403 | 109,400 | 38,335 |
Cash Flows from Investing Activities: | ' | ' | ' |
Proceeds from sale of property, plant and equipment | 3,206 | 45,635 | 8,432 |
Purchases of property, plant and equipment | -56,002 | -42,286 | -66,510 |
Proceeds from recovery of impaired investments | 11,566 | 1,059 | ' |
Business acquisition, net of cash acquired | -149,952 | ' | 581 |
Proceeds from redemption of marketable securities | 146,840 | 112,467 | 45,929 |
Purchases of marketable securities | -120,549 | -96,334 | -88,803 |
Net cash provided by (used in) investing activities | -164,891 | 20,541 | -100,371 |
Cash Flows from Financing Activities: | ' | ' | ' |
Additional borrowings on term loan, net of discount | 82,117 | ' | ' |
Refinancing cost on Term Loan and Revolver | -416 | -2,597 | ' |
Payments on financing arrangements | -9,386 | -30,390 | -7,524 |
Proceeds from issuance of 2.0% Senior Exchangeable Notes | 150,000 | ' | ' |
Costs relating to issuance of 2.0% Senior Exchangeable Notes | -4,506 | ' | ' |
Purchase of capped call for the 2.0% Senior Exchangeable Notes | -15,375 | ' | ' |
Partial repurchase of 7.875% Senior Notes including costs | -106,779 | ' | ' |
Acquisition of noncontrolling interest | ' | -4,024 | ' |
Proceeds from issuance of common stock, net of offering costs | 2,693 | 1,588 | 5,386 |
Cash settlement on hedging activies | -268 | -1,073 | -1,061 |
Purchase of bankruptcy claims | ' | -24,450 | -70,989 |
Net cash provided by (used in) financing activities | 98,080 | -60,946 | -74,188 |
Effect of exchange rate changes on cash and cash equivalents | -700 | -1,668 | 1,780 |
Net increase (decrease) in cash and cash equivalents | 23,892 | 67,327 | -134,444 |
Cash and cash equivalents at the beginning of period | 262,177 | 194,850 | 329,294 |
Cash and cash equivalents at end of period | 286,069 | 262,177 | 194,850 |
Supplemental Cash Flows Disclosures: | ' | ' | ' |
Interest paid | 26,477 | 30,904 | 29,861 |
Income taxes paid, net of refunds | 7,761 | 7,016 | 14,356 |
Non-cash investing and financing activities: | ' | ' | ' |
Term Loan amendment | ' | 218,789 | ' |
Purchase of Property, Plant and Equipment [Member] | ' | ' | ' |
Non-cash investing and financing activities: | ' | ' | ' |
Liabilities assumed | 9,495 | 11,359 | 19,995 |
Relating to Software License and Intellectual Property Obligations [Member] | ' | ' | ' |
Non-cash investing and financing activities: | ' | ' | ' |
Liabilities assumed | $17,572 | $5,623 | ' |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (USD $) | Relating To Bankruptcy Claims Purchase [Member] | Relating To Bankruptcy Claims Purchase [Member] | Relating To Bankruptcy Claims Purchase [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total Stockholders Equity Deficit Relating To Spansion Inc Share holders Member | Total Stockholders Equity Deficit Relating To Spansion Inc Share holders Member | Noncontrolling Interest [Member] | Purchase of Capped Calls [Member] | Total |
In Thousands, except Share data | Additional Paid-in Capital [Member] | Total Stockholders Equity Deficit Relating To Spansion Inc Share holders Member | Purchase of Capped Calls [Member] | Purchase of Capped Calls [Member] | |||||||||
Balance at December at Dec. 26, 2010 | ' | ' | ' | $62 | ' | $721,712 | ($96,692) | ($797) | ' | $624,285 | ' | ' | $624,285 |
Balance at December (in Shares) at Dec. 26, 2010 | ' | ' | ' | 61,741,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss from December | ' | ' | ' | ' | ' | ' | -55,886 | ' | ' | -55,886 | 338 | ' | -55,548 |
Other comprehensive income (loss), net | ' | ' | ' | ' | ' | ' | ' | -831 | ' | -831 | ' | ' | -831 |
Vesting of RSUs | ' | ' | ' | 1 | ' | 0 | ' | ' | ' | 1 | ' | ' | 1 |
Vesting of RSUs (in Shares) | ' | ' | ' | 760,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of options | ' | ' | ' | 1 | ' | 5,374 | ' | ' | ' | 5,375 | ' | ' | 5,375 |
Exercise of options (in Shares) | ' | ' | ' | 511,000 | ' | ' | ' | ' | ' | ' | ' | ' | 511,415 |
Retirement of common stock | -70,989 | -70,989 | -70,989 | -4 | ' | 4 | ' | ' | ' | ' | ' | ' | ' |
Retirement of common stock (in Shares) | ' | ' | ' | -3,675,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Costs related to Stock offering | ' | ' | ' | ' | ' | 11 | ' | ' | ' | 11 | ' | ' | 11 |
Compensation recognized under new employee stock plan | ' | ' | ' | ' | ' | 19,197 | ' | ' | ' | 19,197 | ' | ' | 19,197 |
Consolidation of noncontrolling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,040 | ' | 1,040 |
Balance at December at Dec. 25, 2011 | ' | ' | ' | 60 | ' | 675,309 | -152,578 | -1,628 | ' | 521,163 | 1,378 | ' | 522,541 |
Balance at December (in Shares) at Dec. 25, 2011 | ' | ' | ' | 59,337,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss from December | ' | ' | ' | ' | ' | ' | 24,887 | ' | ' | 24,887 | -503 | ' | 24,384 |
Other comprehensive income (loss), net | ' | ' | ' | ' | ' | ' | ' | 144 | ' | 144 | ' | ' | 144 |
Acquisition of a variable interest entity | ' | ' | ' | ' | ' | 4,079 | ' | ' | ' | 4,079 | -875 | ' | 3,204 |
Vesting of RSUs | ' | ' | ' | 1 | ' | 0 | ' | ' | ' | 1 | ' | ' | 1 |
Vesting of RSUs (in Shares) | ' | ' | ' | 931,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of options | ' | ' | ' | 0 | ' | 1,387 | ' | ' | ' | 1,387 | ' | ' | 1,387 |
Exercise of options (in Shares) | ' | ' | ' | 132,000 | ' | ' | ' | ' | ' | ' | ' | ' | 132,229 |
Retirement of common stock | -24,450 | -24,450 | -24,450 | -3 | ' | 3 | ' | ' | ' | 0 | ' | ' | 0 |
Retirement of common stock (in Shares) | ' | ' | ' | -3,133,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other | ' | ' | ' | ' | ' | 200 | ' | ' | ' | 200 | ' | ' | 200 |
Compensation recognized under new employee stock plan | ' | ' | ' | ' | ' | 34,363 | ' | ' | ' | 34,363 | ' | ' | 34,363 |
Balance at December at Dec. 30, 2012 | ' | ' | ' | 58 | ' | 690,891 | -127,691 | -1,484 | ' | 561,774 | ' | ' | 561,774 |
Balance at December (in Shares) at Dec. 30, 2012 | ' | ' | ' | 57,267,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss from December | ' | ' | ' | ' | ' | ' | -78,268 | ' | ' | -78,268 | ' | ' | -78,268 |
Other comprehensive income (loss), net | ' | ' | ' | ' | ' | ' | ' | -2,549 | ' | -2,549 | ' | ' | -2,549 |
Vesting of RSUs | ' | ' | ' | 1 | ' | -1 | ' | ' | ' | ' | ' | ' | ' |
Vesting of RSUs (in Shares) | ' | ' | ' | 1,739,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of options | ' | ' | ' | ' | ' | 2,693 | ' | ' | ' | 2,693 | ' | ' | 2,693 |
Exercise of options (in Shares) | ' | ' | ' | 279,000 | ' | ' | ' | ' | ' | ' | ' | ' | 279,234 |
Retirement of common stock (in Shares) | ' | ' | ' | -402,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other | ' | ' | ' | ' | -15,375 | ' | ' | ' | -15,375 | ' | ' | -15,375 | ' |
Compensation recognized under new employee stock plan | ' | ' | ' | ' | ' | 30,686 | ' | ' | ' | 30,686 | ' | ' | 30,686 |
Issuance of 2% Senior Exchangable Notes including costs | ' | ' | ' | ' | ' | 38,499 | ' | ' | ' | 38,499 | ' | ' | 38,499 |
Balance at December at Dec. 29, 2013 | ' | ' | ' | $59 | ' | $747,393 | ($205,959) | ($4,033) | ' | $537,460 | ' | ' | $537,460 |
Balance at December (in Shares) at Dec. 29, 2013 | ' | ' | ' | 58,883,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_1_Nature_of_Operations
Note 1. Nature of Operations | 12 Months Ended |
Dec. 29, 2013 | |
Disclosure Text Block [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
1. Nature of Operations | |
Spansion Inc. (“the Company”) is a leading designer, manufacturer and developer of embedded systems semiconductors, which include flash memory, microcontroller, mixed-signal, and analog products, and embedded system-on-chip solutions. On August 1, 2013, the Company acquired the MCA business of FSL for purchase consideration of $158.5 million ($150.0 million, net of cash acquired). The Company’s leading-edge intellectual property and products are driving the development of high quality, reliable and economical devices that are fast, intelligent, efficient and secure. | |
The Company focuses on the embedded markets such as transportation, industrial, consumer, communications and gaming require flash memory solutions, microprocessors, mixed-signal, and analog products, and other programmable semiconductors that run applications in a broad range of electronic systems. These markets are generally characterized by longer design and product life cycles, relatively stable pricing, more predictable supply-demand outlook and lower capital investments. | |
In addition to the Company’s products, the Company generates revenue by licensing its intellectual property to third parties and assists its customers in developing and prototyping their designs by providing software and hardware development tools, drivers and simulation models for system-level integration. | |
History of the Company | |
The Company was initially started as a manufacturing venture between Advanced Micro Devices, Inc. (AMD) and Fujitsu Limited (Fujitsu) in 1993 to produce flash memory devices, which were exclusively sold to AMD and Fujitsu. However, the Company later started selling its products directly to customers previously served by AMD. Spansion LLC, a wholly-owned subsidiary of the Company, was incorporated on December 21, 2005. | |
In March 1, 2009, the Company, along with some of its subsidiaries, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. On May 10, 2010, the Company emerged from the bankruptcy following the confirmation of the Plan of Reorganization by the U.S. Bankruptcy Court. |
Note_2_Summary_of_Significant_
Note 2. Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||||||
2. Summary of Significant Accounting Policies | |||||||||||||
Basis of Presentation | |||||||||||||
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The Company operates on a 52- to 53-week fiscal year ending on the last Sunday in December. The additional week in a 53-week fiscal year is added to the second quarter to realign the Company’s fiscal quarters more closely to calendar quarters. Fiscal 2013, fiscal 2012 and fiscal 2011 are comprised of 52-week, 53-week and 52-week periods, respectively. | |||||||||||||
Principles of Consolidation | |||||||||||||
The consolidated financial statements include all the accounts of the Company and those of its wholly owned subsidiaries, and all intercompany accounts and transactions have been eliminated. | |||||||||||||
On August 8, 2011, the Company entered into a design services and purchase option agreement with a private semiconductor company, which was determined to be a variable interest entity (VIE) of which the Company was the primary beneficiary because the Company had the power to direct the activities of the entity through the arrangements. Consequently, the results of operations and financial condition of the VIE has been included in the consolidated financial statements of the Company effective August 8, 2011. The non-controlling interests attributed to the VIE are presented as separate components of the Company’s Consolidated Statements of Operations and Consolidated Balance Sheet. The VIE’s financial statements are not significant to the Company’s consolidated financial statements for the periods presented. On April 1, 2012, the Company acquired substantially all assets and assumed certain liabilities of the VIE under an asset purchase agreement and the entity ceased to be a VIE as of the acquisition date. | |||||||||||||
On August 1, 2013, the Company acquired the MCA business of FSL. The consolidated financial statements include the results of operations of the Company, the MCA business commencing as of the acquisition date and all of the Company’s other wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of the Company’s consolidated financial statements and disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of commitments and contingencies and the reported amounts of revenues and expenses during the reporting periods. Estimates are used to account for the fair value of assets acquired and liabilities assumed on acquisition, marketable securities, revenue adjustments, the allowance for doubtful accounts, inventory write-downs, valuation of acquired intangible assets, impairment of long-lived assets, legal contingencies, income taxes, stock-based compensation, the fair value of long-term debt, and product warranties. Actual results may differ from those estimates, and such differences may be material to the Company’s consolidated financial statements. | |||||||||||||
Cash Equivalents | |||||||||||||
Cash equivalents consist of financial instruments that are readily convertible into cash and have remaining maturities of three months or less at the time of purchase. | |||||||||||||
Allowance for Doubtful Accounts | |||||||||||||
The Company maintains an allowance for doubtful accounts based on a variety of factors, including the length of time the receivable is past due, historical experience and the financial condition of customers. | |||||||||||||
Inventories | |||||||||||||
Inventories are stated at cost adjusted to approximate the lower of actual cost (first-in, first-out method) or market. The Company writes down inventory based on its estimated forecasted demand and technological obsolescence. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. | |||||||||||||
Revenue Recognition | |||||||||||||
The Company recognizes revenue from product sales to original equipment manufacturers (OEMs) when the earnings process is complete, as evidenced by an agreement with the customer, transfer of title, fixed or determinable pricing and when collectability is reasonably assured. The Company records an allowance for estimated customer returns based on historical experience. | |||||||||||||
The Company sells directly to distributors under terms that provide for rights of return, stock rotation and price protection guarantees. Since the Company is unable to reliably estimate the returns under the stock rotation rights and price protection to its distributors, the Company defers the recognition of revenue and related product costs on these sales as deferred income until distributors submitted point of sales report to us. The Company also sells some of its products to certain distributors under sales arrangements that do not allow for rights of return or price protection on unsold products. The Company recognizes revenue on these sales when the earnings process is complete, as evidenced by an agreement with the customer, transfer of title, fixed or determinable pricing and when collectability is reasonably assured. The related costs of sales were recognized concurrent with revenue recognition. | |||||||||||||
The Company recognizes revenue net of sales taxes, value-added taxes, and transaction taxes directly imposed by governmental authorities on the Company’s revenue producing transactions with its customers. The Company includes shipping costs related to products shipped to customers in cost of sales. | |||||||||||||
The Company has previously licensed its patents to other companies and intends to do so in the future. The terms and conditions of license agreements are highly negotiated and can vary significantly. Generally, however, when a license agreement requires the payment of royalties to the Company, fixed payment amounts are recognized on the date they become due. For other agreements, revenue is recognized based on notification of the related sales from the licensees. | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Depreciation and amortization are provided on a straight-line basis over the existing useful lives of the assets. Leasehold improvements are amortized over the shorter of the remaining terms of the lease or the estimated economic useful life of the improvements. Estimated useful lives for property, plant and equipment are as follows: | |||||||||||||
Machinery and Equipment (years) | 2 | to | 7 | ||||||||||
Building and building improvements (years) | 5 | to | 26 | ||||||||||
Goodwill | |||||||||||||
Goodwill represents the allocated enterprise value in connection with fresh start accounting and the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired in a business combination. In accordance with the accounting guidance, goodwill amounts are not amortized, but rather are tested for impairment at the reporting unit level at least annually, or more frequently if there are indicators of impairment present. The Company concluded impairment should be evaluated at the single entity-wide (i.e., consolidated Spansion, Inc.) level. Refer to Note 8 for more information. | |||||||||||||
Intangible Assets | |||||||||||||
Intangible assets other than IPR&D include developed technology, customer relationships, trade names and trademarks, which are amortized on a straight-line basis over periods based on their estimated lives. See Note 8 for further details. If an IPR&D project is completed, the carrying value of the related intangible asset is amortized over the remaining estimated life of the asset beginning in the period in which the project is completed and sales of related product commenced. | |||||||||||||
Impairment of Long-Lived Assets including Acquisition-Related Intangible Assets | |||||||||||||
The Company considers quarterly whether indicators of impairment of long-lived assets are present. These indicators may include, but are not limited to, significant decreases in the market value of an asset, significant changes in the extent or manner in which an asset is used or an adverse change in the Company’s overall business climate. If these or other indicators are present, the Company tests for recoverability of the asset group. If the Company determines that the asset group is not recoverable, the Company will recognize an impairment loss based on the excess of the carrying amount of the assets over its fair value. Fair value is determined by discounted future cash flows, appraisals or other methods. | |||||||||||||
Foreign Currency Translation/Transactions | |||||||||||||
The functional currency of the Company and its foreign subsidiaries, except for Nihon Spansion Limited (which was incorporated in Japan in May 2010) is the U.S. dollar. Adjustments resulting from re-measuring foreign currency denominated transactions and balances of these subsidiaries, other than Nihon Spansion Limited, into U.S. dollars are included in the Consolidated Statements of Operations. Adjustments resulting from translating the foreign currency financial statements of Nihon Spansion Limited, for which the functional currency is the Japanese yen, into the U.S. dollar reporting currency were included as a separate component of accumulated other comprehensive loss. Gains or losses resulting from transactions denominated in currencies other than the functional currencies of the Company and its subsidiaries are recorded in interest and other income (expense), net. | |||||||||||||
Research and Development Expenses | |||||||||||||
The Company expenses research and development costs in the period in which such costs are incurred. | |||||||||||||
Advertising Expenses | |||||||||||||
Advertising costs are expensed as incurred and were immaterial for fiscal 2013, 2012 and 2011. | |||||||||||||
Net Income (Loss) per Share | |||||||||||||
Basic net income (loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by using the weighted average number of common shares outstanding during the period, increased to include the number of additional shares of common stock that would have been outstanding if the shares of common stock underlying the Company’s outstanding dilutive stock options, RSUs and other similar equity instruments had been issued. The dilutive effect of outstanding options and RSUs is reflected in diluted net income (loss) per share by application of the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares. | |||||||||||||
On August 26, 2013, Spansion LLC issued $150.0 million of 2% Senior Exchangeable Notes due 2020 (the Notes) in a private placement. The Notes can be settled either by cash or shares of common stock of the Company, or a combination of both at the discretion of the Company. The potential dilution impact of the Notes is computed using the if-converted method. The if-converted method is used for convertible securities that have a potential for sharing in earnings as common stock. Thus, the interest expense less income tax effects applicable to the Notes are not recognized in net income(loss) to determine basic and diluted net income (loss) per share and the weighted–average number of shares is adjusted to reflect the assumed conversion as of the beginning of the year or actual date of issuance if later. | |||||||||||||
The following table presents the computation of basic and diluted net income (loss) per share: | |||||||||||||
Year Ended | |||||||||||||
29-Dec-13 | 30-Dec-12 | 25-Dec-11 | |||||||||||
(in thousands except for per-share amounts) | |||||||||||||
Numerator: | |||||||||||||
Net income (loss) | $ | (78,268 | ) | $ | 24,887 | $ | (55,886 | ) | |||||
Denominator: | |||||||||||||
Denominator for basic net income per share, weighted average shares | 58,599 | 59,984 | 61,338 | ||||||||||
Effect of dilutive securities: | |||||||||||||
Weighted average diluted options | - | 1 | - | ||||||||||
Weighted average unvested RSU's, key executive RSU's | - | 1,036 | - | ||||||||||
Denominator for diluted net income per share, weighted average shares | 58,599 | 61,021 | 61,338 | ||||||||||
Net income (loss) per share: | |||||||||||||
Basic net income (loss) per share | $ | (1.34 | ) | $ | 0.41 | $ | (0.91 | ) | |||||
Diluted net income (loss)per share | $ | (1.34 | ) | $ | 0.41 | $ | (0.91 | ) | |||||
Potentially dilutive shares excluded from the diluted income per share computation because their effect would have been anti-dilutive | |||||||||||||
- RSUs and Options | 5,037 | 7,530 | 1,374 | ||||||||||
- Conversion of Senior Exchangeable Notes | 3,714 | - | - | ||||||||||
Income Taxes | |||||||||||||
In determining taxable income for financial statement reporting purposes, the Company makes estimates and judgments. These estimates and judgments are applied in the calculation of specific tax liabilities and in the determination of the recoverability of deferred tax assets, which arise from temporary differences between the recognition of assets and liabilities for tax and financial statement reporting purposes. | |||||||||||||
The Company assesses the likelihood that it will be able to recover its deferred tax assets. Unless recovery of these deferred tax assets is considered more likely than not, the Company increases its provision for taxes by recording a charge to income tax expense, in the form of a valuation allowance against those deferred tax assets for which the Company does not believe it is more likely than not they will be realized. The Company considers past performance, future expected taxable income and prudent and feasible tax planning strategies in determining the need for a valuation allowance. | |||||||||||||
In addition, the calculation of the Company’s tax liabilities involves the application of complex tax rules and the potential for future adjustments by the relevant tax jurisdiction. If the Company’s estimates of these taxes are greater or less than actual results, an additional tax benefit or charge will result. | |||||||||||||
In determining the financial statement effects of an unrecognized tax position, the Company determines when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. In this determination, the Company assumes that the position will be examined by a taxing authority that has full knowledge of all relevant information, and will be resolved in the court of last resort. The more likely than not recognition threshold means that no amount of tax benefits may be recognized for a tax position without a greater than 50% likelihood that it will be sustained upon examination. | |||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation is estimated at the grant date based on the fair value of the stock award and is recognized as expense using the straight-line amortization method over the requisite service period. | |||||||||||||
The Company estimates the grant date fair value of all options using the Black-Scholes option pricing model, which requires the use of inputs like expected volatility, expected term, expected dividend yield, and expected risk-free rate of return. The Company’s expected volatility is based largely on the historical volatility of its traded stock and to a lesser extent on the volatilities of its competitors with similar characteristics, who are in the same industry sector (guideline companies) because of the lack of sufficient historical realized volatility data on the Company’s stock price. The Company has used the simplified calculation of expected term as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term of stock options since emergence from the Chapter 11 bankruptcy. If the Company determines that other methods to estimate expected volatility or expected life were more reasonable, or if other methods for calculating these input assumptions were prescribed by authoritative guidance, the fair value calculated for stock-based awards could change significantly. | |||||||||||||
For key executive restricted stock units, the expense recognized in interim periods is dependent on the probability of the annual performance measure being achieved. The Company utilizes forecast of future performance to assess this probability and this assessment requires considerable judgment. The expense is trued up at year end when actual annual performance is known. The fair value of the performance-based restricted stock awards (PSUs) is estimated using a Monte Carlo simulation to simulate a range of possible future stock prices for the Company and the other companies in its peer group. The simulation requires assumptions for expected volatilities and correlation coefficients of each entity, risk-free rate of return, and dividend yield. Expected volatilities are based on historical volatilities over a period equal to the length of the measurement period for the Company and the other companies in the peer group. Correlation coefficients are based on the same data used to calculate historical volatilities and are used to model how each entity’s stock price moves in relation each of the other companies included in the peer group. Dividends are assumed to be reinvested in the issuing entity over the measurement period, equating to a zero percent dividend yield for the Company and the other companies in the peer group. The vesting of these PSUs is based on the total shareholder return (TSR) of the Company, relative to its peer group. The peer group is determined by the Company’s Compensation Committee on an annual basis and TSR is measured at the end of each of two 18-month performance periods. | |||||||||||||
In addition, the Company is required to develop an estimate of the number of share-based awards that will be forfeited due to employee turnover. The guidance on stock compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates in order to derive the Company’s best estimate of awards ultimately expected to vest. The Company estimates forfeitures based on historical experience related to its own stock-based awards granted. The Company anticipates that these estimates will be revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||
Fair Value | |||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In measuring fair value, the Company uses a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s best estimate of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: | |||||||||||||
Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. | |||||||||||||
Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life. | |||||||||||||
Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. | |||||||||||||
The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. When observable prices are not available, the Company either uses implied pricing from comparable companies or valuation models based on net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those it believes market participants would use in pricing the asset or liability at the measurement date. Please see Note 15 for further details on fair value measurement. | |||||||||||||
Estimates relating to Litigation Reserve | |||||||||||||
The Company’s litigation reserve policy is to record an estimate for litigation expenses required to defend it over the course of a reasonable period of time. Currently, this is estimated at twelve months in accordance with the accounting guidance. Judgment is necessary to estimate these costs and an accrual is made when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. | |||||||||||||
New Accounting Pronouncements | |||||||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued an accounting standard update permitting the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to US Treasury interest rates and the London Interbank Offered Rate (LIBOR). This guidance is effective prospectively for qualifying new or redesignated hedging relationships, entered into on or after July 17, 2013. The adoption of this guidance did not affect the Company’s consolidated financial position, results of operations, or cash flows. | |||||||||||||
In July 2013, the FASB issued an accounting standard update that resolves the diversity in practice regarding the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The unrecognized tax benefit should be presented as a reduction to a deferred tax asset. This accounting standard update is effective for the first annual period beginning after December 15, 2013. The Company does not expect adoption of this guidance to affect its consolidated financial position, results of operations, or cash flows. | |||||||||||||
In February 2013, the FASB issued an accounting standard update to provide enhanced disclosures related to reclassifications out of accumulated other comprehensive income (AOCI). An entity will be required to disclose the effect of significant reclassifications out of AOCI on the respective line items in net income if an amount in AOCI is reclassified in its entirety. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The adoption of this guidance beginning in the first quarter of fiscal 2013 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows. | |||||||||||||
In December 2011, the FASB issued an accounting standard update requiring enhanced disclosure related to certain financial instruments and derivative instruments that are offset in the balance sheet or subject to enforceable master netting arrangement or similar arrangement. In January 2013, the FASB clarified the scope of this guidance as being applicable to derivatives, repurchase agreements and securities borrowing and lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirement becomes effective for the Company beginning the first quarter of fiscal year ending December 28, 2014. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial position, results of operations or cash flows. |
Note_3_Acquisition
Note 3. Acquisition | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combination Disclosure [Text Block] | ' | ||||||||
3. Acquisition | |||||||||
On August 1, 2013, the Company acquired the MCA business of FSL for purchase consideration of $158.5 million ($150.0 million, net of cash acquired). Pursuant to the terms and conditions of a Stock Purchase Agreement (SPA) with FSL, the Company acquired certain subsidiaries and assets and assumed certain liabilities of FSL for purposes of acquiring FSL’s business of designing, developing, marketing and selling, microcontroller and analog semiconductor products. These acquired subsidiaries are wholly owned and are located in Japan. The primary reason for the acquisition was to expand the Company’s embedded market leadership and support its customer base with a broader product line including flash memory, microcontroller, mixed-signal, and analog products, and embedded system-on-chip solutions. The acquisition was accounted for using the purchase method of accounting. During the fiscal year ended December 29, 2013, approximately $13.5 million were incurred as acquisition expenses and most of them were included in the sales, general and administrative expense line in the Consolidated Statement of Operations. | |||||||||
The table below represents the provisional allocation of the purchase price to the net assets acquired based on their estimated fair values as of August 1, 2013: | |||||||||
Fair Values | |||||||||
($ in thousands) | |||||||||
Cash | $ | 8,595 | |||||||
Restricted cash | 23,923 | ||||||||
Accounts receivable | 1,534 | ||||||||
Inventory | 104,300 | ||||||||
Property and equipment, net | 12,143 | ||||||||
Intangible Assets | |||||||||
Developed technology | |||||||||
Automotive microcontrollers | 10,500 | ||||||||
Consumer microcontrollers | 5,900 | ||||||||
Analog | 12,700 | ||||||||
In-Process technology | 500 | ||||||||
Customer relationships | 18,800 | ||||||||
Trademarks | 2,700 | ||||||||
Tradenames | 1,400 | ||||||||
Deferred tax liability | (3,739 | ) | |||||||
Japan pension related obligation | (23,923 | ) | |||||||
Japan employee compensation and benefits liabilities and other | (8,840 | ) | |||||||
Gain on acquisition of Microcontroller and Analog business | (7,950 | ) | |||||||
Total Purchase Consideration | $ | 158,543 | |||||||
The preliminary purchase price has been allocated to the assets acquired and liabilities assumed based on estimated fair values as of the acquisition date. The Company has not finalized the purchase price allocation for this acquisition as additional information, such as tax related matters which existed as of the acquisition date but was at that time unknown to the Company, may become known during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. The adjustments made in the fourth quarter of fiscal 2013 to the purchase price allocation were not material and related mainly to a liability recognized for employee’s compensation and benefits. | |||||||||
Gain on acquisition | |||||||||
The accounting guidance requires that an economic gain resulting from the fair value received being greater than the consideration paid to acquire the net assets be recorded as a one-time gain included in earnings on the acquisition date. The Company recorded a gain on acquisition of $7.9 million in fiscal 2013, which is disclosed as a separate line in the accompanying Consolidated Statement of Operations. | |||||||||
The Company was able to acquire the MCA business for less than the sum of the fair value of its net assets largely as a result of its long-standing and on-going relationship with FSL, including the existing and future distribution and supply agreements and synergies between the Company’s core flash memory business, the MCA business and Fujitsu’s continuing business in the semiconductor space. Additionally, the Company believes there is a significant difference in the market participant approach it used to value the business compared to the way Fujitsu valued the business due to the differences in each company’s method of running the business. Historically, Fujitsu operated the MCA business as a fully integrated manufacturer owning substantially all of the manufacturing facilities in the supply chain. In recent years, the high fixed cost nature of this business model contributed to its substantial losses. The Company, conversely, valued the business using the income approach based on an outsourced business model where the Company mainly incurs only the variable cost of manufacturing in sourcing products for the MCA business going forward. | |||||||||
Identifiable intangible assets | |||||||||
Developed technology relates to FSL’s automotive microcontroller, consumer microcontroller and analog technologies that have reached technological feasibility. Developed technology was valued at the individual product level under each of these categories. The income approach, specifically the multi-period excess earnings method, which calculates the value based on the risk-adjusted present value of the cash flows specific to the products, net of all contributory asset returns was used. The estimated economic lives of the underlying developed technologies were based on the estimated product lifecycles of the current automotive, consumer, and analog products. A discount rate of 24.0% was used to discount the cash flows to the present value. The Company will amortize the fair value of the acquired developed technology on a straight line basis. | |||||||||
In-process research and development (IPR&D) relates to research and development for products that have not yet reached technological feasibility. A discount rate of 26.0% was used to value the research and development projects, adjusted to reflect additional risks inherent in the acquired projects. Acquired IPR&D assets are initially recognized at fair value and are classified as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. Accordingly, during the development period after the acquisition date, these assets will be subject to periodic impairment testing. If a research and development project is terminated, the associated IPR&D asset will be written down to zero in the period in which the project is terminated. Upon successful completion of the development process for an acquired IPR&D project, determination of the useful life of the asset will be made; at that time, the asset would be considered a finite-lived intangible asset and the Company would begin to amortize the asset into earnings. Management estimates that it will take approximately three months to three years to complete the on-going projects from the acquisition date, depending on whether these relate to the analog, consumer or automotive microcontroller markets, and that the acquired assets will then be amortized using the straight line method over the estimated useful lives for developed technology in each of these markets. | |||||||||
Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of the MCA business. As a result of the acquisition, the Company entered into an agreement with Fujitsu for the distribution of its microcontroller and analog products in Japan and acquired several non-Japan customer relationships. Customer relationships were valued using the with-and-without-method, a form of the income approach, which captures the opportunity cost associated with the theoretical loss of customers existing as of the valuation date. The method involves a comparison of the cash flows as if the customer relationships were in place versus as if the customer relationships were to be created "from scratch". This method also assumes that all other assets, know-how and technology were easily available in both scenarios. | |||||||||
Product trademarks and trade names are considered a type of guarantee of a certain level of quality or performance. A well-recognized mark or name is an intangible asset that may have considerable value to the Company. As a result of the acquisition of Fujitsu’s MCA business, the Company was assigned the right to utilize certain product trademarks. In addition to the product trademarks assigned, the Company was also allowed to use the Fujitsu trademark for a transitionary period of 6 months. The product trademarks and royalty-free right to use the Fujitsu name were valued using the Relief-from-Royalty Method of the Income approach. This method is based on the assumption that in lieu of ownership, a market participant would be willing to pay a royalty in order to exploit the related benefits of this asset. | |||||||||
Customer relationships, trademarks and trade names were fair valued using a discount rate of 24.0%. The estimated fair values of these intangibles will be amortized on a straight line basis. | |||||||||
Liability for employees related pension obligations | |||||||||
The majority of the transferred employees were participants in the Fujitsu Corporate Pension Fund and Retirement Allowance Plan (together, the Pension Plan). In accordance with the SPA, these employees will remain in, and will continue to participate in the Pension Plan through the acquired subsidiaries in Japan. All pension related costs will be billed by Fujitsu to Spansion periodically, and related assets will continue to be managed and invested by the Pension Plan. | |||||||||
The Pension Plan had underfunded liabilities as of August 1, 2013 which the Company assumed, pursuant to a cash transfer by FSL for the total amount of such obligation. The liabilities and related cash transfer amount were determined based on the estimated present value of the projected defined-benefit obligation less the estimated fair value of Pension Plan assets at August 1, 2013 that were allocated from the Fujitsu Pension Plan for the transferred employees in accordance with the terms of the SPA. This SPA provides that such cash transferred will not be used by the Company for any purposes other than to pay benefits to the transferred employees. As a result, this cash is treated as restricted cash and is recorded in Other Current Assets and the underfunded liabilities are recorded under Accrued Compensation and Benefits in the Consolidated Balance Sheet. The Company has accounted for the Pension Plan under the multi-employer accounting rules. | |||||||||
In January 2014, the Company received approval from the transferred employees' union to establish a Spansion managed defined contribution plan and a cash contribution plan. The Company also notified Fujitsu Pension Fund in January 2014 of its intent to withdraw from that plan as of April 1, 2014. Upon withdrawal from the Fujitsu Pension Plan the Company will contribute the assets withdrawn and the cash transferred from FSL as part of the MCA business acquisition to Spansion's defined contribution plan on April 1, 2014. | |||||||||
Other liabilities assumed as part of the acquisition | |||||||||
The Company assumed certain other liabilities of $8.8 million relating to employee compensation and benefits mainly relating to Japan for which FSL provided cash in the same amount. | |||||||||
Pro Forma consolidated results of operations | |||||||||
The following unaudited pro forma consolidated results of operations for the fiscal years ended December 29, 2013 and December 30, 2012 assume the acquisition had occurred as of December 26, 2011. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on December 26, 2011 or of results that may occur in future. For the purpose of this pro forma financial information, adjustments were made in all periods to include the depreciation of the acquired property and equipment, the amortization of the acquired intangible assets and the income tax effects relating to such adjustments. Adjustments were also made to exclude the gain on acquisition, acquisition related costs, amortization of fair market value of inventory markup and the income tax effects relating to such adjustments for the fiscal year ended December 29, 2013 and to include these items for the fiscal year ended December 30, 2012: | |||||||||
Year Ended | |||||||||
29-Dec-13 | 30-Dec-12 | ||||||||
(in thousands, except per share amounts) | |||||||||
Net sales | $ | 1,261,221 | $ | 1,518,020 | |||||
Net income (loss) | $ | (178,115 | ) | $ | (227,079 | ) | |||
Net income (loss) per share | |||||||||
Basic | $ | (3.04 | ) | $ | (3.79 | ) | |||
Diluted | $ | (3.04 | ) | $ | (3.79 | ) | |||
The MCA business acquired contributed net sales of $222.8 million from the acquisition date of August 1, 2013 through December 29, 2013. It is impracticable to determine the earnings for the MCA business as the Company does not allocate non-operating items to its various product groups. |
Note_4_Balance_Sheet_Component
Note 4. Balance Sheet Components | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Supplemental Balance Sheet Disclosures [Text Block] | ' | ||||||||
4. Balance Sheet Components | |||||||||
The Company’s cash balances are held in numerous locations throughout the world, but primarily held in the United States. As of December 29, 2013, the Company had cash, cash equivalents and short-term investments of $298.3 million held within the United States and $13.2 million held outside of the United States. As of December 30, 2012, the Company had cash, cash equivalents and short-term investments of $303.1 million held within the United States and $10.8 million held outside of the United States | |||||||||
All securities other than the FDIC-insured certificates of deposit were designated as available-for-sale. FDIC-insured certificates of deposits are held to maturity. Gross unrealized gains and losses on cash equivalents and short term investments were not material as of December 29, 2013 and December 30, 2012. | |||||||||
29-Dec-13 | 30-Dec-12 | ||||||||
(in thousands) | |||||||||
Cash and cash equivalents: | |||||||||
Cash | $ | 282,163 | $ | 258,126 | |||||
Cash equivalents: | |||||||||
Money market funds | 3,906 | 1,181 | |||||||
FDIC-insured certificates of deposit | - | 2,870 | |||||||
Cash and cash equivalents | $ | 286,069 | $ | 262,177 | |||||
Short term investments | |||||||||
Commercial Paper | $ | - | $ | 14,980 | |||||
Time Deposit | 14,045 | - | |||||||
FDIC-insured certificates of deposit | 11,383 | 36,740 | |||||||
Short term investments | $ | 25,428 | $ | 51,720 | |||||
Account receivable | |||||||||
Accounts receivable, gross | $ | 178,252 | $ | 107,127 | |||||
Allowance for doubtful accounts | (414 | ) | (263 | ) | |||||
Account receivable, net | $ | 177,838 | $ | 106,864 | |||||
Inventories | |||||||||
Raw materials | $ | 11,056 | $ | 8,647 | |||||
Work-in-process | 176,601 | 149,722 | |||||||
Finished goods | 66,497 | 23,823 | |||||||
Inventories | $ | 254,154 | $ | 182,192 | |||||
Property, plant and equipment, net | |||||||||
Land | $ | 45,168 | $ | 45,168 | |||||
Buildings and leasehold improvements | 61,923 | 59,807 | |||||||
Equipment | 385,679 | 341,129 | |||||||
Construction in progress | 19,734 | 11,694 | |||||||
Accumulated depreciation and amortization | (326,999 | ) | (281,069 | ) | |||||
Property, plant and equipment, net | $ | 185,505 | $ | 176,728 | |||||
Other Long Term Assets | |||||||||
Long Term License | $ | 30,273 | $ | 10,002 | |||||
Others | 29,935 | 29,169 | |||||||
Other Long Term Assets | $ | 60,208 | $ | 39,171 | |||||
Accrued Compensation and Benefits | |||||||||
Accrued Vacation | $ | 11,077 | $ | 9,404 | |||||
MCA business employee obligation | 22,406 | - | |||||||
Others | 24,393 | 16,676 | |||||||
Accrued Compensation and Benefits | $ | 57,876 | $ | 26,080 | |||||
Accrued Liabilities | |||||||||
Short Term License Liability | $ | 13,003 | $ | 3,377 | |||||
Litigation reserve | 20,419 | - | |||||||
Others | 52,930 | 26,536 | |||||||
Accrued Liabilities | $ | 86,352 | $ | 29,913 | |||||
Depreciation expense was $51.6 million for the year ended December 29, 2013, $67.3 million for the year ended December 30, 2012 and $124.9 million for the year ended December 25, 2011. |
Note_5_Accumulated_Other_Compr
Note 5. Accumulated Other Comprehensive Loss | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Other Comprehensive Income, Noncontrolling Interest [Text Block] | ' | ||||||||||||||||
5. Accumulated Other Comprehensive Loss | |||||||||||||||||
The following table summarizes the activity related to accumulated other comprehensive loss, net of tax: | |||||||||||||||||
Foreign Currency Translation Adjustment | Net Gains and Losses on Cash Flow Hedges | Unrealized Gains and Losses on Available-for-Sale Securities | Total | ||||||||||||||
(in thousands) | |||||||||||||||||
Beginning Balance, December 30, 2012 | $ | (2,685 | ) | $ | 1 | $ | 1,200 | $ | (1,484 | ) | |||||||
Other comprehensive income before reclassification, net of tax | (1,350 | ) | 15,714 | - | 14,364 | ||||||||||||
Amounts reclassified to earnings (ineffective portion) | - | (2,415 | )(2) | - | (2,415 | ) | |||||||||||
Amounts reclassified to earnings (effective portion) | - | (13,298 | )(1) | - | (13,298 | ) | |||||||||||
Amounts reclassified on gain on recovery from impaired investments to earnings | - | - | (1,200 | ) | (1,200 | ) | |||||||||||
Net other comprehensive loss | $ | (1,350 | ) | $ | 1 | $ | (1,200 | ) | $ | (2,549 | ) | ||||||
Ending Balance, December 29, 2013 | $ | (4,035 | ) | $ | 2 | $ | - | $ | (4,033 | ) | |||||||
(1) Reclassified into Net Sales line item of the Consolidated Statement of Operations. Please see Note 16 for further details. | |||||||||||||||||
(2) Reclassified into Interest and Other Income (expense), net line item of the Consolidated Statement of Operations. Please see Note 16 for further details on the ineffective portion of the cash flow hedges. |
Note_6_Equity_Incentive_Plan_a
Note 6. Equity Incentive Plan and Stock-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||||
6. Equity Incentive Plan and Stock-Based Compensation | |||||||||||||||||
Plan Descriptions | |||||||||||||||||
2010 Equity Incentive Award Plan | |||||||||||||||||
The equity incentive award plan is available for issuance of shares to the Company’s employees, consultants and non-employee members of its Board of Directors, in the form of equity awards, including incentive and nonqualified stock options, stock appreciation rights, restricted stock unit (RSU) awards, restricted stock, performance awards and deferred stock. | |||||||||||||||||
The aggregate number of shares of Class A common stock which may be issued or transferred pursuant to equity awards under the 2010 Plan is the sum of (i) 6,580,240 (provided that the aggregate number of shares of Class A common stock which may be issued or transferred pursuant to Full Value Awards, as defined in the Plan is 3,290,120) and (ii) an annual increase on the first day of each year beginning in 2011 and ending in 2015, equal to the least of (A) 7,000,000 shares; (B) a percentage of the shares of Class A common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year as follows: 7% or 4,321,911 shares for the increase made on January 1, 2011, 6% or 3,560,245 for the increase made on January 1, 2012, 4.5% or 2,577,033 shares for the increase made on January 1, 2013 and 3.5% for the increases to be made thereafter; and (C) such smaller number as may be determined by the Board prior to the first day of such year. | |||||||||||||||||
The 2010 Plan is administered by the Compensation Committee of the Company’s Board of Directors, and that committee has the authority to, among other things, grant awards, delegate certain of its powers, accelerate or extend the vesting or exercisability of awards and determine the date of grant of an award. The maximum term of any stock option granted under the 2010 Plan is seven years from the date of grant and the exercise price of each option is determined under the applicable terms and conditions as approved by the Compensation Committee. | |||||||||||||||||
The 2010 Plan provides that incentive stock options may only be granted to employees of the Company or its subsidiaries. Grants of non-qualified options and RSUs may be awarded to an officer or employee, a consultant or advisor, or a director of the Company or its subsidiaries. The exercise price of each stock option shall not be less than 100% of the fair market value of the Class A common stock on the date of grant or not less than 110% if such stock option is granted to a person who has more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary. One third of the shares subject to stock options excluding stock options granted to non-employee directors vest on the anniversary of the grant date, and 1/36 of the shares vest each month for the next two years. For non-employee directors, one twelfth of the shares subject to stock options vest on a quarterly basis over three years. All stock options expire if not exercised by the seventh anniversary of the grant date. | |||||||||||||||||
Annual RSU awards granted in fiscal 2010 and fiscal 2011 to certain senior officers and employees vest over four years in four substantially equal annual installments on the anniversary date of the grant. In fiscal 2012, the Company issued RSU awards which vest over three years in three substantially equal annual installments on the anniversary date of the grant. 10% up to a maximum of 100 shares of the RSU awards granted to the Company’s US employees, excluding the executive officers on May 10, 2010, vested immediately. For non-employee directors, one twelfth of the RSU awards granted vest on a quarterly basis over three years. In fiscal 2013, the Company issued RSU awards which vest over two years in two substantially equal annual installments on the anniversary date of the grant. Shares that are subject to or underlie awards that expire or for any reason are cancelled, terminated or forfeited, or fail to vest will again be available for grant under the 2010 Plan. | |||||||||||||||||
The 2010 Plan also provides for the issuance of performance-based RSU (including key executive RSU) awards, which the Company issued to certain senior executives. Key executive RSUs granted have both service conditions and certain performance conditions, relating to annual revenue and operating margin, for vesting. The key executive RSU awards granted in fiscal 2010 and fiscal 2011 have a four-year performance period. The key executive RSU awards granted in fiscal 2012 have a three-year performance period. A minimum of 50% and a maximum of 150% of base shares may vest over a three-year period, subject to the Company’s financial performance. If the performance goals are not met in a particular year, the unvested shares will be carried forward but will be forfeited if not earned by the last performance year. If performance is above target in a particular year, base shares earned will be accelerated after shares carried forward from prior years are used. However, no more than the number of shares in the initial grant can be earned. In the first quarter of fiscal 2012, the Company issued additional key executive RSU awards with a two-year performance period, with 100% of each target award (base shares) subject to performance goals in each of the two fiscal years following the date of grant. The two-year awards were granted to certain executives in lieu of participation in the Company’s annual cash bonus plan. The annual performance goals for these awards are the same as those for the three and four-year key executive RSU awards. A minimum of 0% and maximum of 100% of base shares vest each year, subject to performance. Unvested shares will not be carried forward and will be forfeited if not earned in any particular year. Vesting of 50% of the first year’s award was accelerated on July 31, 2012 based on achievement of the first six month’s performance targets in fiscal 2012. | |||||||||||||||||
In the first half of fiscal 2013, the Company granted performance-based restricted stock units (PSUs) to certain senior executives. The PSUs have vesting percentages ranging from 0% to 100%, calculated based on the relative total shareholder return (TSR) of the Company’s common stock as compared to the TSR of its peer companies. These awards are divided into two equal tranches, each with an 18-month performance period. The first performance period is from February 1, 2013 through July 31, 2014 and the second performance period is from August 1, 2014 through January 31, 2016. The grant date fair value for these grants is estimated using the Monte-Carlo performance share unit valuation model. | |||||||||||||||||
Valuation and Expense Information | |||||||||||||||||
The following table presents the total stock-based compensation expense resulting from the Company’s stock options and RSU awards for the years ended December 29, 2013, December 30, 2012 and December 25, 2011. | |||||||||||||||||
Year Ended | |||||||||||||||||
December 29, | December 30, | December 25, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(in thousands) | |||||||||||||||||
Cost of sales | $ | 5,900 | $ | 6,790 | $ | 3,152 | |||||||||||
Research and development | 9,340 | 8,696 | 4,472 | ||||||||||||||
Sales, general and administrative | 15,447 | 18,877 | 11,573 | ||||||||||||||
Stock-based compensation expense after income taxes | $ | 30,687 | $ | 34,363 | $ | 19,197 | |||||||||||
The weighted average fair value of the Company’s stock options granted is as follows: | |||||||||||||||||
Year Ended | |||||||||||||||||
29-Dec-13 | December 30, | December 25, | |||||||||||||||
2012 | 2011 | ||||||||||||||||
Weighted average fair value of stock options granted | $ | 4.68 | $ | 4.2 | $ | 8.62 | |||||||||||
The fair value of each stock option was estimated at the date of the grant using a Black-Scholes option pricing model, with the following assumptions for grants: | |||||||||||||||||
Year Ended | |||||||||||||||||
29-Dec-13 | 30-Dec-12 | 25-Dec-11 | |||||||||||||||
Expected volatility | 46.19 | % | 50.84 | % | 56.18 | % | |||||||||||
Risk-free interest rate | 1.02 | % | 0.64 | % | 1.45 | % | |||||||||||
Expected term (in years) | 4.35 | 4.35 | 4.35 | ||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
The assumptions used for evaluating the fair value of the PSU awards are as under: | |||||||||||||||||
Year Ended | |||||||||||||||||
29-Dec-13 | |||||||||||||||||
Range of stock price on grant date | $11.50 | to | $11.97 | ||||||||||||||
Range of expected volatility | 36.01% | to | 50.9% | ||||||||||||||
Risk-free interest rate | 0.21% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
As of December 29, 2013, the total unrecognized compensation cost related to unvested stock options and RSU awards was approximately $28.1million after reduction for estimated forfeitures. Such stock options and RSU awards will generally vest over an estimated weighted average amortization period of 1.43 years and 1.05 years as of December 29, 2013. | |||||||||||||||||
Shares Available to Grant | |||||||||||||||||
The numbers of shares of Class A common stock available for grant under the 2010 Plan are shown in the following table: | |||||||||||||||||
Shares Available For Grant | |||||||||||||||||
Shares reserved for grant under the 2010 plan as of December 26, 2010 | 511,731 | ||||||||||||||||
Annual increase for 2011 under the 2010 Plan | 4,321,911 | ||||||||||||||||
Stock options granted through December 25, 2011, net of forfeitures | (1,779,266 | ) | |||||||||||||||
RSU awards granted through December 25, 2011, net of forfeitures | (763,988 | ) | |||||||||||||||
Key executive RSU awards granted through December 25, 2011, net of forfeitures | (140,034 | ) | |||||||||||||||
Shares available for grant under the 2010 Plan as of December 25, 2011 | 2,150,354 | ||||||||||||||||
Annual increase for 2012 under the 2010 Plan | 3,560,245 | ||||||||||||||||
Stock options granted through December 30, 2012, net of forfeitures | (2,478,327 | ) | |||||||||||||||
RSU awards granted through December 30, 2012, net of forfeitures | (1,028,600 | ) | |||||||||||||||
Key executive RSU awards granted through December 30, 2012 net of forfeitures | (1,100,222 | ) | |||||||||||||||
Shares available for grant under the 2010 Plan as of December 30, 2012 | 1,103,450 | ||||||||||||||||
Annual increase for 2013 under the 2010 Plan | 2,577,033 | ||||||||||||||||
Stock options granted through December 29, 2013, net of forfeitures | (180,271 | ) | |||||||||||||||
RSU awards granted through December 29, 2013, net of forfeitures | (824,644 | ) | |||||||||||||||
Key executive RSU awards granted through December 29, 2013 net of forfeitures | 36,836 | ||||||||||||||||
PSU awards granted through December 29, 2013 net of forfeitures | (362,000 | ) | |||||||||||||||
Shares available for grant under the 2010 Plan as of December 29, 2013 | 2,350,404 | ||||||||||||||||
Stock Option and Restricted Stock Unit Activity | |||||||||||||||||
The following table summarizes stock option activities and related information under the 2010 Plan for the periods presented: | |||||||||||||||||
Number of Shares | Exercise Price | Contractual Life (in years) | Value (in thousands) | ||||||||||||||
Outstanding as of December 26, 2010 | 3,027,943 | $ | 10.93 | 6.4 | $ | 27,875 | |||||||||||
Granted | 2,490,610 | $ | 18.75 | ||||||||||||||
Forfeited | (711,344 | ) | $ | 14.21 | |||||||||||||
Exercised | (511,415 | ) | $ | 10.51 | $ | 4,681 | |||||||||||
Outstanding as of December 25, 2011 | 4,295,794 | $ | 14.97 | 5.65 | $ | - | |||||||||||
Granted | 2,747,400 | $ | 10.04 | ||||||||||||||
Forfeited | (269,073 | ) | $ | 13.91 | |||||||||||||
Exercised | (132,229 | ) | $ | 10.48 | $ | 262 | |||||||||||
Outstanding as of December 30, 2012 | 6,641,892 | $ | 13.06 | 5.34 | $ | 15,228 | |||||||||||
Granted | 644,000 | $ | 11.47 | ||||||||||||||
Forfeited | (463,729 | ) | $ | 13.26 | |||||||||||||
Exercised | (279,234 | ) | $ | 9.65 | $ | 688 | |||||||||||
Outstanding as of December 29, 2013 | 6,542,929 | $ | 13.03 | 4.42 | $ | 14,061 | |||||||||||
Exercisable as of December 29, 2013 | 4,866,265 | $ | 13.61 | 4.07 | $ | 9,673 | |||||||||||
No income tax benefit was realized from stock option exercises for fiscal 2013, 2012 and 2011. Total fair value of options vested was $14.3 million for fiscal 2013, $13.5 million for fiscal 2012, $8.6 million for fiscal 2011. | |||||||||||||||||
The following table summarizes RSU award activities and related information for the periods presented: | |||||||||||||||||
Shares | Weighted-Average Grant-date | ||||||||||||||||
Fair Value | |||||||||||||||||
Unvested as of December 26, 2010 | 1,841,559 | $ | 11.12 | ||||||||||||||
Granted | 1,160,345 | $ | 19.17 | ||||||||||||||
Forfeited | (396,357 | ) | $ | 13.78 | |||||||||||||
Vested | (462,512 | ) | $ | 11.32 | |||||||||||||
Unvested as of December 25, 2011 | 2,143,035 | $ | 14.94 | ||||||||||||||
Granted | 1,328,143 | $ | 10.37 | ||||||||||||||
Forfeited | (299,543 | ) | $ | 13.37 | |||||||||||||
Vested | (652,719 | ) | $ | 11.1 | |||||||||||||
Unvested as of December 30, 2012 | 2,518,916 | $ | 13.72 | ||||||||||||||
Granted | 1,137,388 | $ | 12.33 | ||||||||||||||
Forfeited | (312,744 | ) | $ | 12.7 | |||||||||||||
Vested | (958,848 | ) | $ | 11.67 | |||||||||||||
Unvested as of December 29, 2013 | 2,384,712 | $ | 14.01 | ||||||||||||||
The following table summarizes key executive RSU award activities and PSU award and related information for the periods presented: | |||||||||||||||||
RSUs | PSUs | ||||||||||||||||
Number of Shares | Weighted-Average Grant-date Fair Value | Number of Shares | Weighted-Average Grant-date Fair Value | ||||||||||||||
Unvested as of December 26, 2010 | 1,127,015 | $ | 10.51 | - | $ | - | |||||||||||
Granted | 376,000 | $ | 19.64 | - | $ | - | |||||||||||
Forfeited | (235,966 | ) | $ | 11.9 | - | $ | - | ||||||||||
Vested | (297,093 | ) | $ | 10.51 | - | $ | - | ||||||||||
Unvested as of December 25, 2011 | 969,956 | $ | 13.71 | - | $ | - | |||||||||||
Granted | 1,100,222 | $ | 10.04 | - | $ | - | |||||||||||
Forfeited | - | $ | - | - | $ | - | |||||||||||
Vested | (278,007 | ) | $ | 10.06 | - | $ | - | ||||||||||
Unvested as of December 30, 2012 | 1,792,171 | $ | 12.02 | - | $ | - | |||||||||||
Granted | - | $ | - | 406,000 | $ | 7.38 | |||||||||||
Forfeited | (36,836 | ) | $ | 12.53 | (44,000 | ) | $ | 7.4 | |||||||||
Vested | (781,049 | ) | $ | 11.52 | - | $ | - | ||||||||||
Unvested as of December 29, 2013 | 974,286 | $ | 12.4 | 362,000 | $ | 7.38 | |||||||||||
Note_7_Concentration_of_Credit
Note 7. Concentration of Credit Risk | 12 Months Ended |
Dec. 29, 2013 | |
Risks and Uncertainties [Abstract] | ' |
Concentration Risk Disclosure [Text Block] | ' |
7. Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist of trade receivables, derivatives and the capped calls. | |
Accounts receivable from significant customers, those representing 10% or more of total accounts receivable aggregated approximately 39% of our accounts receivable balance from two customers as of December 29, 2013 and approximately 25% of our accounts receivable balance from one customer as of December 30, 2012. | |
Concentration of credit risk with respect to revenues exists because revenues from one distributor, Fujitsu Semiconductor Limited (FSL) and its subsidiaries, accounted for approximately 39%, 33% and 29% of the Company’s total net sales for fiscal 2013, fiscal 2012 and fiscal 2011. The increase of sales through FSL to 39% of the total net sales in fiscal 2013 related to the MCA business for which FSL is the sole distributor in Japan. | |
The Company mitigates its credit risk in relation to derivatives and the capped calls by using major financial institutions as counterparties. |
Note_8_Intangible_Assets_and_G
Note 8. Intangible Assets and Goodwill | 12 Months Ended | |||||||||||||||||||||||||||||||||
Dec. 29, 2013 | ||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||||||||||||||||||||||||||||
8. Intangible Assets and Goodwill | ||||||||||||||||||||||||||||||||||
Goodwill represents the allocated enterprise value in connection with fresh start accounting under the accounting guidance and the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired in a business combination. In September 2011, the FASB amended its guidance to simplify testing goodwill for impairment, allowing an entity to first assess the qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If an entity determines as a result of the qualitative assessment that it is more likely than not (> 50% likelihood) that the fair value of a reporting unit is less than its carrying amount, then the quantitative test is required. Otherwise, no further testing is required. The Company elected to adopt this accounting guidance for the year ended December 30, 2012. | ||||||||||||||||||||||||||||||||||
The Company has one reporting unit. The fair value of the Company was substantially in excess of its estimated carrying amount as of the quantitative analysis of goodwill impairment performed in fiscal 2011. In fiscal 2012, the Company performed the qualitative assessment of goodwill and concluded that there was no impairment. In fiscal 2013, the Company performed a quantitative assessment of goodwill using the market valuation approach and concluded that there was no impairment to goodwill. | ||||||||||||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the year ended December 29, 2013, are as follows: | ||||||||||||||||||||||||||||||||||
29-Dec-13 | 30-Dec-12 | |||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||
Goodwill | $ | 166,422 | $ | 166,931 | ||||||||||||||||||||||||||||||
The changes in the carrying amount of goodwill since December 30, 2012 resulted from foreign currency translation adjustments. | ||||||||||||||||||||||||||||||||||
Intangible assets at December 29, 2013 and December 30, 2012 are as follows: | ||||||||||||||||||||||||||||||||||
29-Dec-13 | 30-Dec-12 | |||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||
Estimated range of lives (in years) | Gross Amount | Additions | Accumulated Amortization | Net Amount | Gross Amount | Accumulated Amortization | Net Amount | |||||||||||||||||||||||||||
Developed technology | 5 | to | 10 | $ | 111,376 | $ | 29,100 | $ | (53,661 | ) | $ | 86,815 | $ | 111,376 | $ | (35,386 | ) | $ | 75,990 | |||||||||||||||
Customer relationships | 5 | to | 10 | 91,709 | 18,800 | (36,366 | ) | 74,143 | 93,264 | (25,191 | ) | 68,073 | ||||||||||||||||||||||
Trade names | 0.5 | to | 7 | 8,252 | 1,400 | (5,719 | ) | 3,933 | 8,374 | (3,284 | ) | 5,090 | ||||||||||||||||||||||
Trademarks | 7 | to | 8 | - | 2,700 | (142 | ) | 2,558 | - | - | - | |||||||||||||||||||||||
IP R&D (1) | - | 500 | - | 500 | - | - | - | |||||||||||||||||||||||||||
Total | $ | 211,337 | $ | 52,500 | $ | (95,888 | ) | $ | 167,949 | $ | 213,014 | $ | (63,861 | ) | $ | 149,153 | ||||||||||||||||||
(1) All the IP R&D projects are expected to be transferred to developed technology by the first quarter of fiscal 2016 | ||||||||||||||||||||||||||||||||||
The Company recorded intangible assets of $52.5 million as of the acquisition date as a result of the Fujitsu acquisition. Please see Note 3 for further details relating to the intangible assets recorded as part of the acquisition. | ||||||||||||||||||||||||||||||||||
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. | ||||||||||||||||||||||||||||||||||
The actual amortization expense and estimated future amortization expenses for the Company’s intangible assets are summarized below: | ||||||||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||||||||
29-Dec-13 | 30-Dec-12 | 25-Dec-11 | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||
Amortization Expense | $ | 32,026 | $ | 27,605 | $ | 23,541 | ||||||||||||||||||||||||||||
Estimated Future Amortization | ||||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||
Fiscal 2014 | $ | 34,987 | ||||||||||||||||||||||||||||||||
Fiscal 2015 | 35,704 | |||||||||||||||||||||||||||||||||
Fiscal 2016 | 35,871 | |||||||||||||||||||||||||||||||||
Fiscal 2017 | 24,886 | |||||||||||||||||||||||||||||||||
Fiscal 2018 and beyond | 36,001 | |||||||||||||||||||||||||||||||||
Total | $ | 167,449 | ||||||||||||||||||||||||||||||||
Note_9_Impairment_of_LongLived
Note 9. Impairment of Long-Lived Assets including Acquisition-Related Intangible Assets | 12 Months Ended |
Dec. 29, 2013 | |
Disclosure Text Block Supplement [Abstract] | ' |
Asset Impairment Charges [Text Block] | ' |
9. Impairment of Long-Lived Assets including Acquisition-Related Intangible Assets | |
During fiscal 2011, the Company tested its long-lived assets for recoverability because it believed that the downturn in the wireless market and the decision to close its facility in Kuala Lumpur were indicators of impairment. In accordance with the accounting guidance , an impairment loss shall be recognized only if the carrying amount of a long-lived asset group is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. That assessment shall be based on the carrying amount of the asset group at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset group exceeds its fair value. The Company compared the undiscounted cash flows from the use and eventual disposition with the carrying amount at the entity level. The result was a recovery that was greater than the carrying value. Accordingly, the Company did not record an impairment charge in fiscal 2011. | |
Prior to performing the asset recovery test discussed above, for the year ended December 25, 2011, the Company recorded impairment charges of approximately $19.5 million primarily due to the disposal of assets previously held for sale and other tools not in service, as well as impairment of certain prepayments to vendors. |
Note_10_Related_Party_Transact
Note 10. Related Party Transactions | 12 Months Ended |
Dec. 29, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
10. Related Party Transactions | |
As of December 30, 2012, SLS Spansion Holdings, LLC and its affiliates (Silver Lake) were holders of greater than 10% of the Company’s voting securities and two affiliates of Silver Lake Sumeru Fund L.P. were members of the Company’s Board of Directors. As of December 29, 2013, Silver Lake were not holders of greater than 10% of the Company's voting securities and the two Board members had retired. | |
On April 30, 2011, the Company entered into a purchase agreement with SL Capital Appreciation Fund, L.L.C., Silver Lake Sumeru Fund, L.P. and Silver Lake Credit Fund, L.P. to purchase all rights with respect to certain bankruptcy claims that will be settled with its common shares. The aggregate purchase price paid by the Company for the claims was approximately $29.0 million and was recognized in stockholder’s equity as a component of additional paid in capital. |
Note_11_Financing_arrangements
Note 11. Financing arrangements | 12 Months Ended | |||||||||
Dec. 29, 2013 | ||||||||||
Debt Disclosure [Abstract] | ' | |||||||||
Debt Disclosure [Text Block] | ' | |||||||||
11. Financing arrangements | ||||||||||
The following table summarizes the Company’s debt at December 29, 2013 and December 30, 2012: | ||||||||||
29-Dec-13 | 30-Dec-12 | |||||||||
(in thousands) | ||||||||||
Debt: | ||||||||||
Term Loan | $ | 296,135 | $ | 216,295 | ||||||
2.0% Senior Exchangeable Notes | 111,733 | - | ||||||||
7.875% Senior Notes | 94,064 | 200,000 | ||||||||
Total debt | $ | 501,932 | $ | 416,295 | ||||||
Less: current portion | 97,320 | 5,382 | ||||||||
Long-term debt | $ | 404,612 | $ | 410,913 | ||||||
Senior Secured Term Loan (Term Loan) | ||||||||||
On February 9, 2010, Spansion LLC, the wholly owned operating subsidiary, borrowed $450 million under a Senior Secured Term Loan facility (the Term Loan) pursuant to which we incurred financing points, fees to the arrangers and legal costs of approximately $11.1 million, which were charged to interest expense in the Predecessor. In addition, we paid the lenders approximately $10 million of financing fees upon the release of Term Loan funds from escrow. During the fourth quarter of fiscal 2010, the Company issued $200.0 million of the 7.875% Senior Notes due 2017 and concurrently repaid $196.0 million of the Senior Secured Term Loan. | ||||||||||
On May 12, 2011, Spansion LLC amended the Term Loan to reduce the margin on base rate loans from 3.75% per annum to 2.50% per annum, to reduce the margin on Eurodollar rate loans from 4.75% per annum to 3.50% per annum, and to reduce the LIBOR floor on Eurodollar rate loans from 1.75% to 1.25%, effective as of May 16, 2011. The Company incurred a $2.5 million re-pricing penalty associated with the amendment of the Term Loan, which was treated as a debt discount and amortized using the interest method over the term of the debt. | ||||||||||
On December 13, 2012, Spansion LLC amended the Term Loan, giving it the ability to add incremental term loans in an aggregate amount for all such increases not to exceed (a) $100 million less the aggregate amount of incremental facilities under the Revolving Credit Facility and (b) an additional amount if, after giving effect to the incurrence of such additional amount, Spansion LLC is in compliance with a senior secured leverage ratio of 2.75:1.00. On the closing date of the December 2012 amendment to the Term Loan (the Term Loan Facility), Spansion LLC paid the lenders an upfront fee of approximately $1.1 million, which was treated as a debt discount and amortized using the interest method over the term of the debt. | ||||||||||
On December 19, 2013, Spansion LLC amended the Term Loan to reduce the interest rate on the approximately $214 million from LIBOR plus 4.00% (with a LIBOR floor of 1.25%) to LIBOR plus 3.00% (with a LIBOR floor of 0.75). In conjunction with the amendment, Spansion LLC borrowed an additional amount of approximately $82.0 million under the Term Loan, net of issuance costs. The amendment also provided for modifications to certain covenants and other provisions of the Term Loan Facility, including among other things, an extension of the maturity date to December 19, 2019 from December 13, 2018 and an increase of the general investment and restricted payments basket from $50 million to $75 million. The other covenants and provisions of the Term Loan Facility remain unchanged. The amendment was accounted for as a modification of debt under the accounting guidelines. The Company incurred $2.1 million in fees and costs in connection with the amendment, of which $1.8 million was treated as a debt discount to be amortized using the interest method over the term of the debt. | ||||||||||
The Term Loan Facility is collaterized by a first priority security interest in, among other items, (i) all equity interests of Spansion Technology LLC, Spansion LLC and each of its direct and indirect domestic subsidiaries, and certain intercompany debt, (ii) all present and future tangible and intangible assets of Spansion LLC and its direct and indirect domestic subsidiaries, and (iii) all proceeds and products of the property and assets described in (i) and (ii). The collateral described in the foregoing sentence also secures the 2012 Revolving Credit Facility described below and certain hedging arrangements on an equal priority basis. | ||||||||||
Spansion LLC may elect that the loans under the Term Loan Facility bear interest at a rate per annum equal to (i) 2.00% per annum plus the highest of (a) the prime lending rate, and (b) the Federal Funds rate plus 0.50%; or (ii) 3.00% per annum plus a 1-month, 3-month, or 6-month LIBOR rate (or 9-month and 12-month LIBOR rate with the consent of all the lenders), subject to a 0.75% floor. The default rate is 2.00% above the rate otherwise applicable. | ||||||||||
The Term Loan Facility may be optionally prepaid at any time without premium, provided that, prior to the first six months from December 19, 2013, the closing date of the most recent amendment on the Term Loan Facility, a prepayment premium of 1% will be applied to any prepayment or refinancing of any portion of the Term Loan Facility in connection with Spansion LLC’s incurrence of debt with a lower interest rate or any amendment to the Term Loan Facility that has the effect of reducing the effective yield. The Term Loan Facility is subject to mandatory prepayments in an amount equal to: (a) 100% of the net cash proceeds from the sale or other disposition of all or any part of the assets or extraordinary receipts of Spansion Inc. or any of its subsidiaries, in excess of $10 million per fiscal year, respectively, subject to certain reinvestment rights, (b) all casualty and condemnation proceeds received by Spansion Inc. or any of its subsidiaries in excess of $10 million individually or in an aggregate amount, subject to certain reinvestment rights, (c) 50% of the net cash proceeds received by Spansion Inc. or any of its subsidiaries from the issuance of debt after the closing date of the Term Loan Facility (other than certain permitted indebtedness) and (d) 50% of excess cash flow of Spansion Inc. and its subsidiaries, or 25%, if Spansion LLC has a leverage ratio of 2.5 to 1.0 or less, respectively. Voluntary prepayments will be applied to the remaining scheduled principal repayment installments of the Term Loan Facility on a pro-rata basis while mandatory prepayments will be applied to remaining scheduled amortization as directed by Spansion LLC. | ||||||||||
Under the Term Loan Facility, the Company is subject to a number of covenants, including limitations on (i) liens and further negative pledges, (ii) indebtedness, (iii) loans and other investments, (iv) mergers, consolidations and acquisitions, (v) sales, transfers and other dispositions of assets, (vi) and dividends and other distributions subject to a $75 million general restricted payment basket and an additional builder basket resulting from excess cash flow and certain proceeds. | ||||||||||
As of December 29, 2013, the Company was in compliance with all of the Term Loan Facility’s covenants. | ||||||||||
2010 Revolving Credit Facility | ||||||||||
On May 10, 2010, the Company entered into a revolving credit facility agreement (the 2010 Revolving Credit Facility)with Bank of America and other financial institutions, which provided up to $65 million to supplement our working capital. On August 15, 2011, the Company amended the 2010 Revolving Credit Facility to include, among other changes, a reduction of the commitment to $40 million. On December 13, 2012, the Company voluntarily terminated the 2010 Revolving Credit Facility and all outstanding fees and expenses due were paid off at termination. | ||||||||||
2012 Revolving Credit Facility | ||||||||||
On December 13, 2012, the Company entered into the Revolving Credit Agreement (the “2012 Revolving Credit Facility”) with Morgan Stanley Bank, N.A. and other financial institutions. | ||||||||||
The 2012 Revolving Credit Facility consists of a principal amount of $50 million, with up to $25 million available for issuance of letters of credit and up to $15 million available as a swing line sub-facility. The size of the commitments under the 2012 Revolving Credit Facility may be increased in an aggregate amount for all such increases not to exceed (a) $230 million less the aggregate amount of incremental facilities under the Term Loan Facility plus (b) an additional $50 million if, after giving effect to the incurrence of such additional amount, Spansion LLC is in compliance with a senior secured leverage ratio of 2.75:1.00. The 2012 Revolving Credit Facility has a five year maturity (December 13, 2017). | ||||||||||
There is no amortization of loans drawn under the 2012 Revolving Credit Facility. Drawings in respect of any letter of credit will be reimbursed by Spansion LLC on the same business day. To the extent such drawings are not reimbursed on the same business day, the drawing converts to a revolving loan. | ||||||||||
Spansion LLC may elect that the loans under the 2012 Revolving Credit Facility bear interest at a rate per annum, equal to (i) a rate per annum as set forth under “Revolver Base Rate Loans” in the grid below plus the highest of (a) the prime lending rate, (b) the Federal Funds rate plus 0.50%, and (c) the LIBOR rate for an interest period of one-month plus 1.00%; or (ii) a rate per annum as set forth under “Revolver LIBOR Loans” in the grid below plus a 1-month, 3-month, or 6-month LIBOR rate (or 9-month and 12-month LIBOR rate with the consent of all the lenders). The default rate is 2.00% above the rate otherwise applicable. | ||||||||||
Leverage Ratio | Revolver LIBOR Loans | Revolver Base Rate Loans | ||||||||
> 2.00:1.00 | 2.50% | 1.50% | ||||||||
≤ 2.00:1.00 | 2.25% | 1.25% | ||||||||
On the closing date of the 2012 Revolving Credit Facility, Spansion LLC paid each lender an upfront fee in an amount equal to 0.375% of the commitment amount of such lender. Spansion LLC is also liable for a per annum unused commitment fee according to the leverage ratio below payable (i) quarterly in arrears and (ii) on the date of termination or expiration of the commitments. | ||||||||||
Leverage Ratio | Unused Commitment Fees | |||||||||
> 2.00:1.00 | 0.50% | |||||||||
≤ 2.00:1.00 | 0.38% | |||||||||
The 2012 Revolving Credit Facility is secured by a first priority security interest in, among other items, (i) all equity interests of Spansion Technology, Spansion LLC and each of its direct and indirect domestic subsidiaries, and certain intercompany debt, (ii) all present and future tangible and intangible assets of Spansion LLC and its direct and indirect domestic subsidiaries, and (iii) all proceeds and products of the property and assets described in (i) and (ii). The collateral described in the foregoing sentence also secures the Term Loan Facility and certain hedging arrangements on an equal priority basis. | ||||||||||
The 2012 Revolving Credit Facility may be optionally prepaid and unutilized commitments reduced at any time without premium or penalty. The 2012 Revolving Credit Facility is subject to mandatory prepayments, after payment in full of the outstanding loans under the Term Loan Facility, in an amount equal to 100% of the net cash proceeds from the sale or other disposition (including by way of casualty or condemnation) of all or any part of the assets and extraordinary receipts of Spansion Inc. or any of its subsidiaries in excess of $10 million per fiscal year after the closing date of the 2012 Revolving Credit Facility (with certain exceptions and reinvestment rights). | ||||||||||
The Company is subject to (i) a minimum fixed coverage ratio of 1.25:1 and (ii) a maximum leverage ratio of 3.5:1; only if loans are drawn under the 2012 Revolving Credit Facility or letters of credit in excess of $5 million in aggregate are outstanding under the 2012 Revolving Credit Facility. | ||||||||||
Under the terms of the 2012 Revolving Credit Facility, the Company is subject to a number of covenants, including limitations on (i) liens and further negative pledges, (ii) indebtedness, (iii) loans and other investments, (iv) mergers, consolidations and acquisitions, (v) sales, transfers and other dispositions of assets, (vi) and dividends and other distributions subject to a $50 million general restricted payment basket and an additional builder basket resulting from excess cash flow and certain proceeds. | ||||||||||
On September 27, 2013, the Company amended its revolving credit facility (the “2012 Revolving Credit Facility”) with Morgan Stanley Bank, N.A and other financial institutions to increase the revolving loan commitment from $50 million to $70 million. The amendment to Revolving Credit Facility contains additional covenants requiring: (a) the consolidated quick ratio as determined on the last day of any fiscal quarter to not be less than 1.25 to 1.0, and (b) the amount of consolidated cash, cash equivalent and other short-term marketable investments to not be less than $150 million. | ||||||||||
As of December 29, 2013, the Company was in compliance with all of the 2012 Revolving Credit Facility’s covenants. Drawdown under the 2012 Revolving Credit Facility requires that the Company meet or obtain a waiver to certain conditions precedent including the senior secured leverage ratio not to exceed 2.75:1.00 and compliance with the coverage and leverage ratios described above, as of the last day of the fiscal quarter most recently ended. Based on the financial results for the quarter ended December 29, 2013, the Company does not comply with the leverage ratio and has not obtained a waiver for those conditions. As of December 30, 2012, availability on the 2012 Revolving Credit Facility was $50 million with no outstanding balance. | ||||||||||
2.00% Senior Exchangeable Notes | ||||||||||
On August 26, 2013, Spansion LLC, a wholly-owned subsidiary of the Company, issued $150.0 million of Senior Exchangeable Notes due 2020 (the Notes) in a private placement. The Notes are governed by an Indenture, dated August 26, 2013, between the Company and Wells Fargo Bank, National Association, as Trustee. They are fully and unconditionally guaranteed on a senior unsecured basis by the Company and Spansion Technology LLC. The Notes will mature on September 1, 2020, unless earlier repurchased or converted, and bear interest of 2.0% per year payable semi-annually in arrears on March 1 and September 1, commencing on March 1, 2014. The Notes may be due and payable immediately in certain events of default. Pursuant to the indenture, there are covenants that limit the amount of dividends that could be declared or made. The most restrictive covenant limits dividends to approximately $100.0 million. | ||||||||||
The Notes are exchangeable for an initial exchange rate of 72.0929 shares of common stock per $1,000 principal amount of the Notes (equivalent to an initial exchange price of approximately $13.87 per share) subject to adjustments for anti-dilutive issuances and make-whole adjustments upon a fundamental change. A fundamental change includes a change in control, delisting of the Company’s stock and liquidation, consolidation or merger of the Company. Prior to June 1, 2020, the Notes will be exchangeable under certain specified circumstances as described in the Indenture. | ||||||||||
The Notes were issued at face value, resulting in net proceeds of approximately $145.5 million after related offering expenses. In accounting for the Notes at issuance, the Company separated the Notes into debt and equity components according to the accounting standards for convertible debt instruments that may be fully or partially settled in cash upon conversion. The carrying amount of the debt component, which approximates its fair value, was estimated by using an interest rate for nonconvertible debt, with terms similar to the Notes. The excess of the principal amount of the Notes over the fair value of the debt component was recorded as a debt discount and a corresponding increase in additional paid-in capital. The debt discount is accreted to the carrying value of the Notes over their term as interest expense using the interest method. The amount recorded to additional paid-in capital is not to be remeasured as long as it continues to meet the conditions for equity classification. Upon issuance of the Notes, the Company recorded $110.2 million as debt and $39.8 million as additional paid-in capital in stockholders' equity. | ||||||||||
The Company incurred transaction costs of approximately $4.5 million relating to the issuance of the Notes. In accounting for these costs, the Company allocated the costs of the offering between debt and equity in proportion to the fair value of the debt and equity recognized in accordance with the applicable accounting guidance. The transaction costs allocated to the debt component of approximately $3.3 million were recorded as deferred offering costs in other non-current assets and are being amortized as interest expense over the term of the Notes. The transaction costs allocated to the equity component of approximately $1.2 million were recorded as a decrease to additional paid-in capital. | ||||||||||
The net carrying amount of the liability component of the Notes consists of the following: | ||||||||||
29-Dec-13 | ||||||||||
(in thousands) | ||||||||||
Principal amount | $ | 150,000 | ||||||||
Unamortized debt discount | 38,267 | |||||||||
Net carrying value | $ | 111,733 | ||||||||
The following table presents the interest expense recognized on the Notes: | ||||||||||
Year Ended | ||||||||||
29-Dec-13 | ||||||||||
(in thousands) | ||||||||||
Contractual interest expense at 2% per annum | $ | 1,044 | ||||||||
Amortization of debt issuance costs | 130 | |||||||||
Accretion of debt discount | 1,557 | |||||||||
Total | $ | 2,731 | ||||||||
Capped Calls | ||||||||||
In connection with the issuance of the Notes, the Company entered into capped call transactions with certain bank counterparties to reduce the risk of potential dilution of the Company’s common stock upon the exchange of the Notes. The capped call transactions have a strike price of approximately $13.87 and a cap price of approximately $18.14, and are exercisable when and if the Notes are converted. If upon conversion of the Convertible Notes, the price of the Company’s common stock is above the strike price of the capped calls, the counterparties will deliver shares of the Company’s common stock and/or cash with an aggregate value approximately equal to the difference between the price of the Company’s common stock at the conversion date (as defined, with a maximum price for purposes of this calculation equal to the cap price) and the strike price, multiplied by the number of shares of the Company’s common stock related to the capped call transactions being exercised. The capped calls expire on September 1, 2020. The Company paid $15.4 million for these capped calls and recorded the payment as a decrease to additional paid-in capital. | ||||||||||
7.875% Senior Notes due 2017 | ||||||||||
On November 9, 2010, Spansion LLC completed an offering of $200 million aggregate principal amount of 7.875% Senior Notes due 2017. The Senior Notes were issued at face value, resulting in net proceeds of approximately $195.6 million after related expenses. The Senior Notes were general unsecured senior obligations of Spansion LLC and were fully and unconditionally guaranteed by the Company and Spansion Technology LLC on a senior unsecured basis. Interest was payable on May 15 and November 15 of each year beginning May 15, 2011. As of December 29, 2013, the Company was in compliance of the covenants under the Senior Notes indenture. | ||||||||||
On August 26, 2013, the Company used proceeds from the issuance and sale of the Notes to repurchase $105.9 million of the Senior Notes. On January 21, 2014, the Company redeemed the remaining approximately $94.0 million aggregate principal amount outstanding of Senior Notes at a redemption price that was 103.938% , which, with accrued and unpaid interest, and repurchase premium, was an aggregate price of $99.1 million. | ||||||||||
Covenants in the Senior Notes indenture included limitations on the amount of dividends up to approximately $81.8 million that can be declared or made. | ||||||||||
Notes to Consolidated Financial Statements – (Continued) | ||||||||||
Future Debt Payments | ||||||||||
For each of the next five years and beyond, the scheduled maturities of the Company’s debt as of December 29, 2013, are as follows: | ||||||||||
(in thousands) | ||||||||||
Fiscal 2014 | $ | 111,132 | ||||||||
Fiscal 2015 | 17,249 | |||||||||
Fiscal 2016 | 17,166 | |||||||||
Fiscal 2017 | 20,471 | |||||||||
Fiscal 2018 | 16,938 | |||||||||
Fiscal 2019 and beyond | 449,804 | |||||||||
632,760 | ||||||||||
Less: Interest | 88,696 | |||||||||
Total | $ | 544,064 | ||||||||
Note_12_Interest_Income_and_Ot
Note 12. Interest Income and Other Income, Net | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||
Interest and Other Income [Text Block] | ' | ||||||||||||
12. Interest Income and Other Income, Net | |||||||||||||
Interest income and other income, net consists of: | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Gain on recovery from impaired investments | $ | 11,237 | $ | 1,059 | $ | - | |||||||
Reversal of litigation claim reserve | - | 4,033 | - | ||||||||||
Interest income | 547 | 1,226 | 1,155 | ||||||||||
Preferential claim receipts - bankruptcy | - | 1,171 | 2,542 | ||||||||||
Gain on ineffective hedges | 2,415 | - | - | ||||||||||
Financing arrangements related costs | (8,126 | ) | (1,932 | ) | (831 | ) | |||||||
Foreign exchange (loss)/ gain | (1,726 | ) | (869 | ) | 38 | ||||||||
Other income | 59 | - | 1,050 | ||||||||||
$ | 4,406 | $ | 4,688 | $ | 3,954 | ||||||||
Note_13_Employees_Related_Pens
Note 13. Employees Related Pension Obligations | 12 Months Ended | |||||||||||
Dec. 29, 2013 | ||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||
Pension and Other Postretirement Benefits Disclosure [Text Block] | ' | |||||||||||
13. Employees related pension obligations | ||||||||||||
The employees in Japan that were transferred from FSL as part of the acquisition of the MCA business were participants in the Pension Plan. In accordance with the SPA, these employees will remain in, and will continue to participate in the Pension Plan through the acquired subsidiaries in Japan, and the Company will continue to fund the benefit obligations attributable to the transferred employees enrolled in these plans. The benefits provided by the Pension Plan are based on employee’s years of service and compensation levels. The Company accounted for the Pension Plan as a multiemployer plan wherein the expense recorded for the plan was equal to the annual cash contributions for the period. These contributions are determined in accordance with the charter of the Fujitsu Corporate Pension Fund. The Company recorded pension expense of approximately $2.4 million for the fiscal year ended December 29, 2013. The Company has also recorded $22.4 million as restricted cash and $22.4 million as a liability in the Consolidated Balance Sheet as of December 29, 2013 for the estimated underfunded portion of this pension. Please see also Note 3. | ||||||||||||
Based on the most recent year-end report available for the Fujitsu Defined Benefit Plan, the pension plan had the actuarial liabilities of $10,632.4 million and the total plan assets of $9,517.5 million for the plan year ended March 31, 2013. The plan received contributions of $649.7 million from the participating employers in the plan for the year ended March 31, 2013. | ||||||||||||
The Company may also be subject to additional liabilities imposed by law as a result of its participation in a multi-employer defined benefit pension plan. The Plan imposes certain liabilities upon an employer who is a contributor to a multi-employer pension plan under specific circumstances such as if the employer withdraws from the plan, or the plan is terminated, or experiences a mass withdrawal. These liabilities include an allocable share of the underfunded vested benefits in the plan for all plan participants, not merely the benefits payable to a contributing employer’s own retirees. As a result, participating employers may bear a higher proportion of liability for underfunded vested benefits such as other participating employers cease to contribute or withdraw, with the reallocation of liability being more acute in cases when a withdrawn employer is insolvent or otherwise fails to pay its withdrawal liability. | ||||||||||||
The details of the multi-employer pension plan (Fujitsu Defined Benefit Corporate Pension) are as follows: | ||||||||||||
Pension Fund | Pension Protection Act Zone Status(1) | Contributions by the Company (in '000 s) | Expiration of Collective Bargaining Agreement | Unpaid Pension Liability as of 12/29/13 ( in '000 s) | ||||||||
2013 | NA | 2,425 | 31-Mar-14 | 426 | ||||||||
-1 | Based on the total plan assets and accumulated benefit obligations of the plan as of March 31, 2013, the plan was at least 90 percent funded. | |||||||||||
In January 2014, the Company received approval from the transferred employees' union to establish a Spansion managed defined contribution plan and a cash contribution plan. The Company also notified Fujitsu Pension Fund in January 2014 of its intent to withdraw from that plan as of April 1, 2014. Upon withdrawal from the Fujitsu Pension Plan the Company will contribute the assets withdrawn and the cash transferred from FSL as part of the MCA business acquisition to Spansion’s defined contribution plan on April 1, 2014. |
Note_14_Income_Taxes
Note 14. Income Taxes | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||||||
14. Income Taxes | |||||||||||||
Income (loss) before income taxes consists of: | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Domestic operations | $ | (98,775 | ) | $ | (26,399 | ) | $ | (74,554 | ) | ||||
Foreign operations | 22,917 | 63,782 | 40,043 | ||||||||||
Totals | $ | (75,858 | ) | $ | 37,383 | $ | (34,511 | ) | |||||
The provision for income taxes consists of: | |||||||||||||
Year Ended | |||||||||||||
December 30, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Current: | |||||||||||||
U.S. federal | $ | 5,981 | $ | 5,121 | $ | 5,582 | |||||||
U.S. state and local | 55 | 173 | 30 | ||||||||||
Foreign national and local | 1,243 | 1,532 | 9,355 | ||||||||||
$ | 7,279 | $ | 6,826 | $ | 14,967 | ||||||||
Deferred: | |||||||||||||
U.S. federal | (3,739 | ) | - | - | |||||||||
U.S. state and local | - | - | - | ||||||||||
Foreign national and local | (1,130 | ) | 6,173 | 6,070 | |||||||||
(4,869 | ) | 6,173 | 6,070 | ||||||||||
Provision for income taxes | $ | 2,410 | $ | 12,999 | $ | 21,037 | |||||||
Income tax expense recorded for the fiscal 2013 differs from the income tax expense that would be derived by applying a U.S. statutory tax rate of 35% to the income before income taxes due to the Company’s inability to benefit from U.S. operating losses, and income that was earned and tax effected in foreign jurisdictions with different tax rates. The income tax expense includes foreign taxes as well as $4.1 million related to withholding tax on Samsung licensing revenue. These were offset by the release of reserves for uncertain tax positions of $4.6 million in foreign locations and the impact from the acquisition of the MCA business of $3.7 million. | |||||||||||||
Deferred income taxes reflect the net tax effects of tax carryovers and temporary differences between the carrying amounts of assets and liabilities for financial reporting and the balances for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 29, 2013 and December 30, 2012 are as follows: | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | ||||||||||||
2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||
Deferred tax assets: | |||||||||||||
NOL and credit carryforwards | $ | 322,807 | $ | 311,124 | |||||||||
Deferred distributor income | 11,833 | 6,981 | |||||||||||
Inventory valuation | 11,053 | 21,123 | |||||||||||
Reserves and Accruals | 17,533 | 15,752 | |||||||||||
Property, plant and equipment | 16,820 | 20,340 | |||||||||||
Other | 18,336 | 18,054 | |||||||||||
Total deferred tax assets | 398,382 | 393,374 | |||||||||||
Less: valuation allowance | (357,883 | ) | (326,405 | ) | |||||||||
40,499 | 66,969 | ||||||||||||
Deferred tax liabilities: | |||||||||||||
Intangibles basis difference | (22,422 | ) | (48,878 | ) | |||||||||
Unremitted Earnings | (12,643 | ) | (14,984 | ) | |||||||||
Other | (3,872 | ) | (2,954 | ) | |||||||||
Total deferred tax liabilities | (38,937 | ) | (66,816 | ) | |||||||||
Net deferred tax assets | $ | 1,562 | $ | 153 | |||||||||
For the period ended December 29, 2013, the net valuation allowance increased by $31.5 million over the period ended December 30, 2012 primarily due to unbenefited net operating losses and tax credits generated in the U.S. | |||||||||||||
As of December 29, 2013, the Company had U.S. federal and state net operating loss carry forwards of approximately $1,024 million and $219.8 million, respectively. Approximately $489.7 million of the federal net operating loss carry forwards are subject to an annual limitation of $27.2 million. These net operating losses, if not utilized, expire from 2016 to 2033. The Company also has U.S. federal credit carryovers of $3.3 million, which expire from 2020 to 2033. The Company also has state tax credits of $18.2 million, which includes California state tax credits of $17.5 million, which can be carried forward indefinitely. | |||||||||||||
If the Company were to undergo an “ownership change” for purposes of Section 382 of the Internal Revenue Code of 1986, as amended, such as an offering of its common stock, its ability to utilize its federal and state net operating loss carry forwards may be limited under certain provisions of the Internal Revenue Code. As a result, the Company may incur greater tax liabilities than it would in the absence of such a limitation. | |||||||||||||
The table below displays the reconciliation between statutory federal income taxes and the total provision for income taxes. | |||||||||||||
Tax | Rate | ||||||||||||
(in thousands, except | |||||||||||||
for percentages) | |||||||||||||
Year ended December 29, 2013 | |||||||||||||
Statutory federal income tax expense | $ | (26,550 | ) | 35 | % | ||||||||
State taxes | 55 | (0.1 | %) | ||||||||||
Foreign income tax at other than U.S. rates | 2,219 | (2.9 | %) | ||||||||||
Reserve release from statute expirations | (4,620 | ) | 6.1 | % | |||||||||
Acquisition of MCA business | (3,739 | ) | 4.9 | % | |||||||||
Valuation allowance | 35,045 | (46.2 | %) | ||||||||||
Provision for income taxes | $ | 2,410 | (3.2 | %) | |||||||||
Year ended December 30, 2012 | |||||||||||||
Statutory federal income tax expense | $ | 13,084 | 35 | % | |||||||||
State taxes | 173 | 0.5 | % | ||||||||||
Foreign income tax at other than U.S. rates | (5,866 | ) | (15.6 | %) | |||||||||
Reserve release from statute expirations | (3,813 | ) | (10.3 | %) | |||||||||
Valuation allowance | 9,421 | 25.2 | % | ||||||||||
Provision for income taxes | $ | 12,999 | 34.8 | % | |||||||||
Year ended December 25, 2011 | |||||||||||||
Statutory federal income tax expense | $ | (12,079 | ) | 35 | % | ||||||||
State taxes | 30 | (0.1 | %) | ||||||||||
Foreign income tax at other than U.S. rates | 16,400 | (47.5 | %) | ||||||||||
Reserve release from statute expirations | (590 | ) | 1.7 | % | |||||||||
Valuation allowance | 17,276 | (50.1 | %) | ||||||||||
Provision for income taxes | $ | 21,037 | (61.0 | %) | |||||||||
The Company has made no provision for U.S. income taxes on approximately $118.4 million of cumulative undistributed earnings of certain foreign subsidiaries at December 29, 2013 because it is the Company’s intention to reinvest such earnings indefinitely. The determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable. | |||||||||||||
The Company enjoys tax holidays in Malaysia and Thailand. The Tax holidays provide for lower or zero rates of taxation and require various thresholds of investment and business activities in those jurisdictions. These tax holidays are in effect currently and scheduled to expire starting 2021 if not extended. The net impact of these tax holidays was to decrease the Company’s tax expense by approximately $3.8M, $3.7M and $0 in the fiscal years 2013, 2012 and 2011, respectively. The estimated range of tax benefits from the above tax holidays on diluted earnings per share for fiscal years 2013, 2012 and 2011 were approximately $0.06 to $0.07, $0.06 to $0.07, $0, respectively. | |||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: | |||||||||||||
(in thousands) | |||||||||||||
Balance at December 26, 2010 | $ | 53,584 | |||||||||||
Additions based on tax positions related to the current year | 1,504 | ||||||||||||
Additions for tax positions of prior years | 28,627 | ||||||||||||
Reductions for tax positions of prior years | (2,877 | ) | |||||||||||
Lapse of statue of limitations | (468 | ) | |||||||||||
Balance at December 25, 2011 | $ | 80,370 | |||||||||||
Additions based on tax positions related to the current year | 2,126 | ||||||||||||
Additions for tax positions of prior years | 965 | ||||||||||||
Reductions for tax positions of prior years | (1,422 | ) | |||||||||||
Lapse of statue of limitations | (1,081 | ) | |||||||||||
Balance at December 30, 2012 | $ | 80,958 | |||||||||||
Additions based on tax positions related to the current year | 88 | ||||||||||||
Additions for tax positions of prior years | 639 | ||||||||||||
Reductions for tax positions of prior years | (495 | ) | |||||||||||
Lapse of statue of limitations | (1,742 | ) | |||||||||||
Balance at December 29, 2013 | $ | 79,448 | |||||||||||
All of the Company’s unrecognized tax benefits, if recognized, would affect the effective tax rate. However, $67.2 million of the unrecognized tax benefits are currently offset against net operating loss carry forwards and tax credit carry forwards subject to a full valuation allowance. | |||||||||||||
The Company recognized adjustments to interest and penalties related to unrecognized tax benefits in income tax expense. During the years ended December 29, 2013, December 30, 2012 and December 25, 2011, the Company recognized tax benefits of $1.1 million and $0.3 million respectively in interest and penalties. During the year ended December 25, 2011, the Company recognized approximately $5.3 million in interest and penalties. | |||||||||||||
The Company is subject to taxation in the United States and various states, such as California and Texas, and foreign jurisdictions such as Israel, Japan, Malaysia, and Thailand. The Company’s tax years beginning in 2007 are subject to examination by the tax authorities. With few exceptions, the Company is not subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2007. | |||||||||||||
The Company does not believe that it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months. |
Note_15_Fair_Value_Measurement
Note 15. Fair Value Measurements | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||||||||||||||||||
15. Fair Value Measurements | |||||||||||||||||||||||||||||||||
The Company measures its cash equivalents, marketable securities, foreign currency forward contracts and interest rate derivative contracts at fair value. Fair value is an exit price, representing the amount that would be received on sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: | |||||||||||||||||||||||||||||||||
Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||||||||||||||||||||||||||
Level 2—Include other inputs that are directly or indirectly observable in the marketplace. | |||||||||||||||||||||||||||||||||
Level 3—Unobservable inputs that are supported by little or no market activities. | |||||||||||||||||||||||||||||||||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | |||||||||||||||||||||||||||||||||
Cash equivalents, auction rate securities and marketable securities are classified within Level 1 or Level 2. This is because the Company values them using quoted market prices or alternative pricing sources and models utilizing observable market inputs. Foreign currency forward contracts and interest rate derivative contracts are classified as Level 2 because the valuation inputs are based on observable market data of similar instruments. The Company principally executes its foreign currency contracts in the retail market in an over-the-counter environment with a relatively high level of price transparency. The market participants and the Company’s counterparties are large money center banks and regional banks. The valuation inputs for the Company’s foreign currency contracts are based on observable market data from public data sources (specifically, forward points, LIBOR rates, volatilities and credit default rates at commonly quoted intervals) and do not involve management judgment. | |||||||||||||||||||||||||||||||||
In determining the fair value of the Company’s interest rate swap, the Company uses the present value of expected cash flows based on observable market interest rate yield curves commensurate with the term of each instrument. As of December 29, 2013, the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis consisted of the following and are categorized in the table below based upon the fair value hierarchy: | |||||||||||||||||||||||||||||||||
29-Dec-13 | 30-Dec-12 | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Money market funds | $ | 3,906 | $ | - | $ | - | $ | 3,906 | (1) | $ | 1,181 | $ | - | $ | - | $ | 1,181 | (2) | |||||||||||||||
Commercial paper | - | - | - | - | - | 14,980 | - | 14,980 | (2) | ||||||||||||||||||||||||
Foreign currency forward contracts | - | 3,493 | - | 3,493 | (1) | - | 3,032 | - | 3,032 | ||||||||||||||||||||||||
Auction rate securities | - | - | - | - | - | 1,530 | - | 1,530 | |||||||||||||||||||||||||
Total financial assets | $ | 3,906 | $ | 3,493 | $ | - | $ | 7,399 | $ | 1,181 | $ | 19,542 | $ | - | $ | 20,723 | |||||||||||||||||
Foreign currency forward contracts | - | 313 | - | 313 | - | 296 | - | 296 | |||||||||||||||||||||||||
Interest rate swaps | - | - | - | - | - | 514 | - | 514 | |||||||||||||||||||||||||
Total financial liabilities | $ | - | $ | 313 | $ | - | $ | 313 | $ | - | $ | 810 | $ | - | $ | 810 | |||||||||||||||||
(1) Total cash and cash equivalents, short-term investments of $311.5 million as of December 29, 2013 includes cash of $282.2 million held in operating accounts, $3.9 million in money market funds, $11.4 million held in FDIC-insured certificates of deposit and $14.0 million in time deposit accounts. | |||||||||||||||||||||||||||||||||
(2) Total cash and cash equivalents, short-term investments of $313.9 million as of December 30, 2012 includes cash of $258.1 million held in operating accounts, $1.2 million in money market funds, $39.6 million held in FDIC-insured certificates of deposit and $15.0 million in commercial paper. | |||||||||||||||||||||||||||||||||
Fair Value of Other Financial Instruments not carried at Fair Value | |||||||||||||||||||||||||||||||||
All of the Company’s long-term debt is traded in the market and the fair value in the table below is based on the quoted market price as of December 29, 2013 and December 30, 2012 and is categorized as Level 1. The carrying amounts and estimated fair values of the Company’s debt instruments are as follows: | |||||||||||||||||||||||||||||||||
29-Dec-13 | 30-Dec-12 | ||||||||||||||||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | ||||||||||||||||||||||||||||||
Amount | Fair Value | Amount | Fair Value | ||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Debt traded in the market : | |||||||||||||||||||||||||||||||||
Term Loan | $ | 296,135 | $ | 295,170 | $ | 216,295 | $ | 217,917 | |||||||||||||||||||||||||
2.0% Senior Exchangeable Notes | 111,733 | 129,104 | - | - | |||||||||||||||||||||||||||||
7.875% Senior Unsecured Notes | 94,064 | 97,591 | 200,000 | 201,000 | |||||||||||||||||||||||||||||
Total Debt Obligations | $ | 501,932 | $ | 521,865 | $ | 416,295 | $ | 418,917 | |||||||||||||||||||||||||
The fair value of the Company’s accounts receivable and accounts payable approximates their carrying value. | |||||||||||||||||||||||||||||||||
In connection with the issuance of the Notes, the Company purchased capped calls from certain counterparties. The initial fair value of the capped calls of $15.4 million was recorded within stockholders’ equity. The fair value of the capped calls is not remeasured each reporting period. |
Note_16_Derivative_Financial_I
Note 16. Derivative Financial Instruments | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | ||||||||||||||||
16. Derivative Financial Instruments | |||||||||||||||||
The Company entered into multiple foreign exchange forward contracts to hedge certain operational exposures resulting from movements in Japanese yen (JPY) exchange rates. The Company’s hedging policy is designed to mitigate the impact of foreign currency exchange rate movements on operating results. Some foreign currency forward contracts were considered to be economic hedges that were not designated as hedging instruments while others were designated as cash flow hedges. Whether designated or undesignated, these forward contracts protect the Company against the variability of forecasted foreign currency cash flows resulting from revenues and net asset or liability positions designated in currencies other than the U.S. dollar and they are not speculative in nature. | |||||||||||||||||
Cash Flow Hedges | |||||||||||||||||
The Company’s foreign currency forward contracts that were designated as cash flow hedges are carried at fair value and have maturities between three and eight months. The Company entered into the cash flow hedges to protect non-functional currency revenue against variability in cash flows due to foreign currency fluctuations. All hedging relationships are formally documented, and the hedges are designed to offset changes to future cash flows on hedged transactions at the inception of the hedge. The maximum original duration of any contract allowable under the Company’s hedging policy is fifteen months. The Company recognizes derivative instruments from hedging activities as either assets or liabilities on the balance sheet and measures them at fair value on a quarterly basis. The Company records changes in the intrinsic value of its cash flow hedges in accumulated other comprehensive income in the accompanying Consolidated Balance Sheets, until the forecasted transaction occurs. Interest charges or “forward points” on the forward contracts are excluded from the assessment of hedge effectiveness and are recorded in interest and other income (expense), net in the accompanying Consolidated Statements of Operations. When the forecasted transaction occurs, the Company reclassifies the related gain or loss on the cash flow hedge to revenue. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the Company will reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive income to interest and other income (expense), net in its Consolidated Statements of Operations at that time. | |||||||||||||||||
The Company evaluates hedge effectiveness at the inception of the hedge prospectively as well as retrospectively and records any ineffective portion of the hedge in interest and other income (expense), net in its Consolidated Statements of Operations. | |||||||||||||||||
At December 29, 2013, the Company had no outstanding forward contracts that were designated as cash flow hedge. | |||||||||||||||||
The following table summarizes the activity related to derivatives in accumulated other comprehensive income (loss), net of tax: | |||||||||||||||||
Year Ended | |||||||||||||||||
29-Dec-13 | 30-Dec-12 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Beginning balance | $ | 1 | $ | - | |||||||||||||
Net gain reclassified into earnings on cash flow hedges (effective portion) | (13,298 | ) | (740 | ) | |||||||||||||
Net gain reclassified into earnings on cash flow hedges (ineffective portion) | (2,415 | ) | - | ||||||||||||||
Net unrealized hedge gain arising during the period | 15,714 | 741 | |||||||||||||||
Ending balance | $ | 2 | $ | 1 | |||||||||||||
The Company expects to reclassify the ending balance related to derivatives in accumulated other comprehensive income (loss) to earnings over the next twelve months as the related forecasted transactions occur. | |||||||||||||||||
Non-designated Hedges | |||||||||||||||||
The Company hedges net receivables and payables denominated in Japanese yen and expenses incurred in Thai baht with foreign exchange forward contracts to reduce the risk that its earnings and cash flows will be affected by changes in foreign currency exchange rates. These forward contracts do not subject the Company to additional material financial statement risk due to exchange rate movements because gains and losses on these derivatives are intended to offset gains and losses on the monetary assets and liabilities and underlying transactions being hedged, assuming that the derivative counterparty performs. In the second quarter of fiscal 2013, the Company also recorded a gain of $2.4 million from the mark to market on certain JPY hedges which were previously designated as cash flow hedges, as the Company concluded that the related forecasted transactions were probable to not occur during the hedge period or the additional two months thereafter. Total notional amounts of outstanding contracts were as summarized in the table below: | |||||||||||||||||
Buy / Sell | 29-Dec-13 | 30-Dec-12 | |||||||||||||||
(in millions) | |||||||||||||||||
Japanese Yen / US dollar | JPY 2,945/$28.2 | JPY 1,028.7/$12.3 | |||||||||||||||
US dollar / Japanese Yen | $42.0/JPY 4,047 | $45.1/ JPY 3,614 | |||||||||||||||
US dollar / EUR | $23.4/EUR 17.1 | - | |||||||||||||||
Interest Rate Swap | |||||||||||||||||
The Company is exposed to the variability of quarterly interest payments on its Term Loan due to changes in the LIBOR above the floor rate of 1.25%. To mitigate this interest rate risk and comply with the hedging requirement in the initial Term Loan agreement, the Company entered into a series of interest rate swaps to manage the interest rate risk associated with its borrowings in the third quarter of fiscal 2010. The swap agreements have an aggregate notional amount of $250 million and expired on May 17, 2013. Under these agreements, the Company pays the independent swap counterparty a fixed rate of 2.42% and, in exchange, the swap counterparty pays the Company an interest rate equal to the floor rate of 2% or three-month LIBOR, whichever is higher. The mark-to-market of the swap has been reported as a component of interest expense because it does not qualify as a cash flow hedge. | |||||||||||||||||
The effects of derivative instruments on the Consolidated Statements of Operations are as follows: | |||||||||||||||||
Year Ended | |||||||||||||||||
29-Dec-13 | 30-Dec-12 | 25-Dec-11 | |||||||||||||||
(in thousands) | |||||||||||||||||
Derivatives Designated as Hedging Instruments | |||||||||||||||||
Foreign exchange forward contracts | |||||||||||||||||
Net unrealized hedge gain arising during the period (1) | $ | 15,714 | $ | 741 | $ | - | |||||||||||
Net gain reclassified into earnings on cash flow hedges (effective portion) (2) | $ | (13,298 | ) | $ | (740 | ) | $ | - | |||||||||
Net gain reclassified into earnings on cash flow hedges (ineffective portion) (3) | $ | (2,415 | ) | $ | - | $ | - | ||||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||||||||||
Net gain (loss) recognized in income | |||||||||||||||||
Swap interest expense (4) | $ | (8 | ) | $ | (144 | ) | $ | (1,328 | ) | ||||||||
Foreign exchange forward contracts (3) | $ | (10,207 | ) | $ | 1,511 | $ | (3,677 | ) | |||||||||
-1 | Net change in the fair value of the effective portion classified in other comprehensive income (OCI) | ||||||||||||||||
-2 | Effective portion classified as net product revenue | ||||||||||||||||
-3 | Classified in interest income and other (expense) | ||||||||||||||||
-4 | Classified in interest expense | ||||||||||||||||
The gross fair values of derivative instruments on the Consolidated Balance Sheets were as follows: | |||||||||||||||||
29-Dec-13 | 30-Dec-12 | ||||||||||||||||
Balance sheet location | Derivatives designated as hedging instruments | Derivatives not designated as hedging instruments | Derivatives designated as hedging instruments | Derivatives not designated as hedging instruments | |||||||||||||
(in thousands) | |||||||||||||||||
Prepaid expenses and other current assets | |||||||||||||||||
Foreign Currency Forward Contracts | $ | - | $ | 3,493 | $ | - | $ | 3,032 | |||||||||
Other accrued liabilities | |||||||||||||||||
Interest rate Swap | $ | - | $ | - | $ | - | $ | 514 | |||||||||
Foreign Currency Forward Contracts | $ | - | $ | 313 | $ | - | $ | 296 | |||||||||
Note_17_Restructuring_Charges
Note 17. Restructuring Charges | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||
Restructuring and Related Activities Disclosure [Text Block] | ' | ||||||||||||
17. Restructuring Charges | |||||||||||||
Costs associated with restructuring activities are accounted for in accordance with accounting guidance as applicable. The determination of when the Company accrues for severance and benefits costs and which accounting standard applies, depends on whether the termination benefits are provided under a one-time benefit arrangement or under an ongoing benefit arrangement. | |||||||||||||
Fiscal 2013 Restructuring Plan | |||||||||||||
Beginning in the third quarter of fiscal 2013, in an effort to lower its expense levels, given the competitive pricing pressures and slower than expected growth in Japan revenues from flash memory products, the Company implemented a reduction in force to rationalize its global workforce. | |||||||||||||
The following table presents a summary of restructuring activities related to 2013 restructuring plan described above: | |||||||||||||
Year Ended | |||||||||||||
29-Dec-13 | |||||||||||||
(in thousands) | |||||||||||||
Accrued restructuring balance, beginning of period | |||||||||||||
$ | - | ||||||||||||
Provision: | |||||||||||||
Severance and others | 6,017 | ||||||||||||
Restructuring charges | 6,017 | ||||||||||||
Non-cash adjustments (1) | (469 | ) | |||||||||||
Cash payments | (4,704 | ) | |||||||||||
Accrued restructuring balance, end of period | $ | 844 | |||||||||||
-1 | Non cash adjustments mainly relate to intangibles written off. | ||||||||||||
Fiscal 2011 Restructuring Plan | |||||||||||||
Beginning in the fourth quarter of fiscal 2011, the Company initiated a restructuring plan as part of a company-wide cost saving initiative aimed to reduce operating costs in response to the global economic challenges and the rapid change in the China wireless and handset market. In the area of reducing costs and improving efficiencies, the Company announced the reduction of headcount in several locations and the closure of the assembly, test, mark and pack facility in Kuala Lumpur which was completed in the first quarter of 2012. | |||||||||||||
During the second quarter of fiscal 2012, the Company sold its land and building relating to the KL facility for net proceeds of $38.6 million and realized a gain of $28.4 million. Total costs incurred under the fiscal 2011 restructuring plan were $22.6 million. | |||||||||||||
Restructuring charges for the years ended December 29, 2013, December 30, 2012 and December 25, 2011were as follows: | |||||||||||||
Fiscal 2011 Restructuring Plan | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
29-Dec-13 | 30-Dec-12 | 25-Dec-11 | |||||||||||
(in thousands) | |||||||||||||
Accrued restructuring balance, beginning of period: | $ | 538 | $ | 8,087 | $ | - | |||||||
Provision: | |||||||||||||
Gain on sale of equipment | - | (3,798 | ) | - | |||||||||
Asset relocation fees | - | 4,686 | 177 | ||||||||||
Depreciation and asset impairment charges | - | 2,070 | 164 | ||||||||||
Severance and others | - | 3,550 | 11,954 | ||||||||||
Restructuring charges | - | 6,508 | 12,295 | ||||||||||
Non-cash adjustments | (75 | ) | 1,568 | (4 | ) | ||||||||
Cash payments | (463 | ) | (15,625 | ) | (4,204 | ) | |||||||
Accrued restructuring balance, end of period: | $ | - | $ | 538 | $ | 8,087 | |||||||
The Company does not expect to incur further restructuring charges under the 2011 Restructuring Plan. |
Note_18_Segment_Reporting
Note 18. Segment Reporting | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||||
18. Segment Reporting | |||||||||||||
The Company operates and measures its results in one reportable segment which primarily relates to the design, manufacture and development of embedded systems semiconductors. The Company’s Chief Operating Decision Maker, the Chief Executive Officer, evaluates performance of the Company and makes decisions regarding allocation of resources based on total Company results. The Company has two major product groups for embedded applications: flash memory, microcontrollers and analog products. Revenues for the year ended December 29, 2013 were $748.9 million for flash memory and $222.8 million for the period August 1, 2013 through December 29, 2013 for microcontroller and analog products. | |||||||||||||
The following table presents a summary of net sales by geographic areas, based on ship-to location, for the periods presented: | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Geographical sales: | |||||||||||||
Net sales to external customers: | |||||||||||||
Americas | $ | 103,147 | $ | 89,905 | $ | 124,756 | |||||||
China | 194,473 | 189,618 | 302,356 | ||||||||||
Korea | 54,259 | 44,918 | 59,144 | ||||||||||
EMEA | 162,835 | 158,572 | 178,464 | ||||||||||
Japan | 264,168 | 273,303 | 281,563 | ||||||||||
Others | 192,808 | 159,616 | 123,600 | ||||||||||
Total | $ | 971,690 | $ | 915,932 | $ | 1,069,883 | |||||||
Revenues from one distributor, Fujitsu Semiconductor Limited (FSL) including its subsidiaries accounted for more than 10% of the Company’s net sales in the year ended December 29, 2013, December 30, 2012 and December 25, 2011. None of the end customers accounted for more than 10% of the Company’s net sales for the fiscal year 2013, 2012 and 2011. | |||||||||||||
Long-lived assets information is based on the physical location of the assets at the end of each fiscal year. The following table presents a summary of long-lived assets by geography: | |||||||||||||
Year Ended | |||||||||||||
29-Dec-13 | 30-Dec-12 | ||||||||||||
(in thousands) | |||||||||||||
Net property, plant and equipment: | |||||||||||||
United States | $ | 142,756 | $ | 148,584 | |||||||||
Malaysia | 2,853 | 2,555 | |||||||||||
Thailand | 25,934 | 23,455 | |||||||||||
Japan | 10,762 | 186 | |||||||||||
Other countries | 3,200 | 1,948 | |||||||||||
Total | $ | 185,505 | $ | 176,728 | |||||||||
Note_19_Capital_Structure
Note 19. Capital Structure | 12 Months Ended | ||
Dec. 29, 2013 | |||
Capital Structure [Abstract] | ' | ||
Capital Structure [Text Block] | ' | ||
19. Capital Structure | |||
Upon emergence from the Chapter 11 Cases, the Company is authorized to issue under its Amended and Restated Certificate of Incorporation the following shares of capital stock is: (i) 150,000,000 shares of Class A Common Stock, par value $0.001 per share; (ii) one share of Class B Common Stock, par value $0.001 per share; and (iii) 50,000,000 shares of Preferred Stock, par value $0.001 per share, issuable in one or more series. As of December 29, 2013, there were 58,882,949 shares of Class A Common Stock and one share of Class B Common Stock issued and outstanding (including the shares reserved for issuance upon settlement of all the pre-petition claims in accordance with the Plan of Reorganization). | |||
Common Stock | |||
Except as described below or as required by law, the holders of the Company’s common stock are entitled to one vote per share on all matters to be voted on by stockholders and shall vote together as a single class. The holder of Class B Common Stock, Silver Lake, was entitled to vote for one director on the Board as of December 29, 2013. The holders of Class A Common Stock shall be entitled to vote for all other directors to the Board. | |||
Preferred Stock | |||
The Company’s board of directors has the authority, without action by the stockholders, to designate and issue preferred stock in one or more series and to designate the rights, preferences and privileges of each series, such as dividend rates, dividend rights, liquidation preferences, voting rights and the number of shares constituting any series and designation of such series which may be greater than the rights of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of the common stock until the board of directors determines the specific rights of the holders of such preferred stock. However, the effects might include, among other things: | |||
• | restricting dividends on the common stock; | ||
• | diluting the voting power of the common stock; | ||
• | impairing the liquidation rights of the common stock; or | ||
• | delaying or preventing a change of control of Spansion without further action by the stockholders | ||
Note_20_Commitments_Contingenc
Note 20. Commitments, Contingencies and Legal Matters | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||||||||||
20. Commitments, Contingencies and Legal Matters | |||||||||||||
Operating Lease Commitments | |||||||||||||
Certain facilities are leased under various operating leases expiring at various dates through the year 2013. Certain of these leases contain renewal options. Rental expense was approximately $12.5 million for fiscal 2013, $11.1 million for fiscal 2012, $12.5 million for fiscal 2011. | |||||||||||||
The table below summarizes the Company’s future minimum lease payments under operating leases as of the end of fiscal 2013. | |||||||||||||
Operating Leases | |||||||||||||
(in thousands) | |||||||||||||
Fiscal 2014 | $ | 8,428 | |||||||||||
Fiscal 2015 | 3,885 | ||||||||||||
Fiscal 2016 | 2,960 | ||||||||||||
Fiscal 2017 | 1,197 | ||||||||||||
Fiscal 2018 | - | ||||||||||||
2019 & beyond | - | ||||||||||||
$ | 16,470 | ||||||||||||
Purchase Commitments | |||||||||||||
The Company has $106.1 million of purchase commitments with certain suppliers, primarily for inventory and some nonproduction items as of December 29, 2013, which is due through 2016. | |||||||||||||
Product Warranties | |||||||||||||
The Company generally offers a one-year limited warranty for all its products. The Company accrues for warranty expense based on historical data and for specific known warranty and indemnification issues if a loss is probable and can be reasonably estimated. Changes in the Company’s liability for product warranty during the years ended December 29, 2013, December 30, 2012 and December 25, 2011 are as follows: | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Balance, beginning of period | $ | 2,124 | $ | 2,537 | $ | 3,967 | |||||||
Provision for warranties issued | 2,750 | 3,401 | 3,573 | ||||||||||
Settlements | (3,074 | ) | (3,508 | ) | (4,215 | ) | |||||||
Changes in liability for pre-existing warranties during the period | 255 | (306 | ) | (788 | ) | ||||||||
Balance, end of period | $ | 2,055 | $ | 2,124 | $ | 2,537 | |||||||
In addition to product warranties, the Company, from time to time in its normal course of business, indemnifies other parties with whom it enters into contractual relationships, including customers, directors, lessors and parties to other transactions with the Company, with respect to certain matters. The Company agrees to hold the other party harmless against specified losses, such as those arising from a breach of representations or covenants, third-party infringement claims or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the limited history of indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. | |||||||||||||
Guarantees | |||||||||||||
During the normal course of business, the Company makes certain indemnities and commitments under which it may be required to make payments in relation to certain transactions. These include indemnities to the Company’s customers related to allegations the Company’s products infringe third party patents or other intellectual property; indemnities to the Company’s customers in connection with the delivery, design, manufacture and sale of its products; indemnities to the Company’s directors and officers in connection with legal proceedings; indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease; and indemnities to other parties to certain acquisition agreements. The duration of these indemnities and commitments varies, and in certain cases, is indefinite. The Company believes that substantially all of its indemnities and commitments provide for limitations on the maximum potential future payments it is obligated to make. However, the Company is unable to estimate the maximum amount of liability related to its indemnities and commitments because such liabilities are contingent upon the occurrence of events which are not reasonably determinable. Management believes that any liability for these indemnities and commitments would not be material to the Company’s consolidated financial statements. | |||||||||||||
Income Taxes | |||||||||||||
The Company is subject to audit by the Internal Revenue Service (IRS) and various other tax authorities. The Company has reserved for potential adjustments to the provision for income taxes that may result from examinations by, or any negotiated agreements with, these tax authorities, and the Company believes that the final outcome of these examinations or agreements will not have a material effect on the Company’s results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of tax benefits in the period the Company determines the liabilities are no longer necessary. If the estimates of the federal, state, and foreign income tax liabilities are less than the ultimate assessment, a further charge to expense would result. | |||||||||||||
Legal Matters | |||||||||||||
Outstanding legal matters as of December 29, 2013 were as follows: | |||||||||||||
In the Matter of Certain flash memory chips and Products Containing the Same, Investigation No. 337-TA-893, filed on August 1, 2013 and instituted on September 9, 2013. | |||||||||||||
On August 1, 2013, Spansion LLC, a wholly owned subsidiary of the Company, filed a complaint pursuant to Section 337 of the Tariff Act of 1930, as amended, 19 U.S.C. § 1337 (“Section 337”), to request that the ITC institute an investigation relating to the unlawful importation into the United States, the sale for importation, and/or the sale within the United States after importation of certain Macronix flash memory chips (“Macronix Chips”) that infringe the Company’s valid patents, and/or are made, produced or processed under, or by means of, a process covered by the claims of the Company’s patents, and products containing the Macronix Chips. | |||||||||||||
On September 9, 2013, the Commission instituted its investigation. Other than the Company, the principal parties, or respondents in the investigation are Macronix International Co, Ltd., of Hsin-chu, Taiwan; Macronix America, Inc., of Milpitas, CA; Macronix Asia Limited of Kanagawa Pref., Japan; Macronix (Hong Kong) Co., Ltd., of Sa Tin, N.T., Hong Kong; Acer Inc. of New Taipei City, Taiwan; Acer America Corporation of San Jose, CA; ASUSTek Computer Inc. of Taipei, Taiwan; Asus Computer International of Fremont, CA; Belkin International, Inc., of Playa Vista, CA; D-Link Corporation of Taipei City, Taiwan; D-Link System, Inc., of Fountain Valley, CA; Netgear Inc., San Jose, CA; Nintendo Co., Ltd., of Kyoto, Japan; and Nintendo of America, Inc., of Redmond, WA. | |||||||||||||
Through this investigation, the Company seeks a general exclusion order to exclude from importation all infringing Macronix Chips and downstream products containing such chips. In the event that the ITC is unwilling to issue a general exclusion order, the Company seeks that a limited exclusion order be entered against each named Respondent and its subsidiaries and affiliates in order to remedy the Respondents’ violation of Section 337 and to prevent such future violations by Respondents. The Company has also asked the ITC to issue a cease and desist order to ensure compliance with the requested exclusion orders. | |||||||||||||
Spansion LLC v. Macronix International Co., Ltd. et. al., U.S. District Court, Northern District of California. | |||||||||||||
On August 1, 2013, Spansion LLC filed a complaint in the U.S. District Court, Northern District of California (San Jose Division), case no. 3:13-cv-03566-JST, against Macronix International Co., Ltd., Macronix America, Inc., Acer Inc., Acer America Corporation, ASUSTek Computer Inc., Asus Computer International (America), Belkin International, Inc., D-Link Systems, Inc., NETGEAR Inc., Nintendo Co., Ltd., and Nintendo of America, Inc. for patent infringement. Spansion has asked for monetary damages as well as permanent injunctive relief to prevent further infringing activity. | |||||||||||||
On August 29, 2013, the Company amended its original complaint to delete certain defendants, resulting in the eleven party defendants identified above (“Defendants”), and to make certain additional allegations. | |||||||||||||
On October 8, 2013, pursuant to 28 U.S.C. § 1659, each of the Defendants asserted its statutory right to a mandatory stay of all proceedings in the Northern District of California action until the determination of the ITC becomes final (see In the Matter of Certain flash memory chips and Products Containing the Same,, Investigation No. 337-TA-893, U.S. International Trade Commission, above). Because the requested stay is mandated by statute, the Company did not oppose the motion and the requested stay was granted. | |||||||||||||
Macronix International Co., LTD. v. Spansion Inc. et. al., U.S. District Court, Eastern District of Virginia. | |||||||||||||
On October 2, 2013, Macronix International Co., Ltd. filed a complaint in the U.S. District Court, Eastern District of Virginia, case no. 3:13-cv-679-REP, against Spansion Inc. and Spansion LLC for patent infringement. The Company has filed an answer to the complaint as well as motions to dismiss and to transfer jurisdiction. The complaint seeks unspecified monetary damages as well as injunctive relief. | |||||||||||||
On February 20, 2014, the court held the initial case management conference for this matter and set trial for January 20, 2015. The court has not yet ruled on Spansion's pending motions to transfer or dismiss. For that reason, the trial date is subject to change. | |||||||||||||
In the Matter of Certain flash memory chips and Products Containing the Same, Investigation No. 337-TA-909 filed on December 27, 2013. | |||||||||||||
On December 27, 2013, Macronix International Co., Ltd. and Macronix America, Inc., filed a complaint pursuant to Section 337 of the Tariff Act of 1930, as amended, 19 U.S.C. § 1337 (“Section 337”), to request that the U.S. International Trade Commission (“ITC”) institute an investigation relating to the importation into the United States, the sale for importation, and/or the sale within the United States after importation of certain non-volatile memory products Spansion flash memory chips (“Spansion Chips”) and products containing the Spansion Chips. A revised complaint was filed on December 31, 2013, and a letter supplementing the revised complaint was filed on January 14, 2014. The revised complaint alleges that the Spansion Chips infringe the claims of certain patents owned by Macronix (“Macronix Patents”), and/or are made, produced or processed under, or by means of, a process covered by the claims of the Macronix Patents. | |||||||||||||
On January 29, 2014, the Commission instituted its investigation. The ITC has not yet instituted its investigation. Other than the Company, the principal parties, or respondents in the investigation are Beats Electronics LLC of Santa Monica, CA, Delphi Automotive PLC of Kent, United Kingdom, Delphi Automotive Systems, LLC of Troy, Michigan, Harman International Industries, Inc. of Stamford, CT, Harman Becker Automotive Systems, Inc. of Farmington Hills, MI, Harman Becker Automotive Systems GmbH of Karlsbad, Germany, Ruckus Wireless, Inc. of Sunnyvale, CA and Tellabs, Inc. of Naperville, IL. | |||||||||||||
Through this investigation, Macronix seeks a general exclusion order to exclude from importation all infringing Spansion Chips and downstream products containing such chips. In the event that the ITC is unwilling to issue a general exclusion order, Macronix seeks that a limited exclusion order be entered against each named Respondent and its subsidiaries and affiliates in order to remedy the Respondents’ violation of Section 337 and to prevent such future violations by Respondents. Macronix has also asked the ITC to issue a cease and desist order to ensure compliance with the requested exclusion orders. | |||||||||||||
Others | |||||||||||||
Besides the above, the Company is a defendant or plaintiff in various legal actions that arose in the normal course of business. In the opinion of management, the aggregate liability, if any, with respect to these matters will not have a material adverse effect on the Company's financial condition, result of operations or cash flows. |
Note_21_Ongoing_Chapter_11_Mat
Note 21. Ongoing Chapter 11 Matters | 12 Months Ended |
Dec. 29, 2013 | |
Ongoing Bankruptcy Related Matters [Abstract] | ' |
Ongoing Bankruptcy Related Matters [Text Block] | ' |
21. Ongoing Chapter 11 Matters | |
Resolution of Outstanding Claims | |
Pursuant to the Plan, a claims agent has been appointed to analyze and, at the claims agent’s discretion, contest outstanding disputed claims totaling $1.5 billion, which included the $936.0 million general unsecured proof of claim filed by Spansion Japan as a result of the November 19, 2009 foundry agreement rejection order. | |
The Company purchased various claims from fiscal 2010 through fiscal 2012. Please refer to the Consolidated Statement of Cash Flows for the purchase of bankruptcy claims. | |
No matter the resolution of the claims, the shares outstanding will be distributed to holders of current and previously settled claims. The purchase price paid by the Company for all the above claims is recognized in stockholder’s equity as a component of additional paid in capital. | |
As of December 29, 2013, the Company had resolved all of the outstanding disputed claims with the exception of potential preference claim reserves of $7.2 million, including reserves, and had 0.4 million unregistered shares of Class A common stock relating to the resolution of outstanding disputed claims. |
Note_22_Subsequent_Event
Note 22. Subsequent Event | 12 Months Ended |
Dec. 29, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
22. Subsequent Event | |
On January 23, 2014, the Company completed the sale of certain real property consisting of the Company’s headquarters building and submicron development center, a Pacific Gas &Electric transmission facility and a warehouse building, for consideration of $60.0 million. Pursuant to the sale, the Company will be relocating its offices and facilities to a new location in Silicon Valley, California. Beginning January 23, 2014, the Company has entered into a lease of the property and has the option to leaseback up to 24 months from that date. |
Supplementary_Financial_Data_U
Supplementary Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Quarterly Financial Information [Text Block] | ' | ||||||||||||||||||||||||||||||||
Supplementary Financial Data (Unaudited) | |||||||||||||||||||||||||||||||||
Quarter Ended | |||||||||||||||||||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||||||||||||||||||
Quarters Ended | |||||||||||||||||||||||||||||||||
December 29, | September 29, | June 30, | March 31, | December 30, | September 30, | July 1, | March 25, | ||||||||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2012 | 2012 | 2012 | 2012 | ||||||||||||||||||||||||||
Net sales (1) | $ | 313,670 | $ | 273,378 | $ | 195,070 | $ | 189,572 | $ | 223,987 | $ | 239,747 | $ | 233,440 | $ | 218,758 | |||||||||||||||||
Cost of sales | 220,422 | 217,209 | 137,714 | 143,717 | 152,047 | 161,281 | 159,529 | 159,560 | |||||||||||||||||||||||||
Gross profit | 93,248 | 56,169 | 57,356 | 45,855 | 71,940 | 78,466 | 73,911 | 59,198 | |||||||||||||||||||||||||
Research and development (1) | 42,102 | 38,341 | 23,548 | 22,777 | 24,771 | 27,407 | 29,631 | 26,041 | |||||||||||||||||||||||||
Sales, general and administrative (1) | 60,824 | 54,544 | 34,414 | 28,483 | 32,121 | 35,228 | 35,617 | 32,640 | |||||||||||||||||||||||||
Net gain on sale of Kuala Lampur land and building | - | - | - | - | - | - | (28,434 | ) | - | ||||||||||||||||||||||||
Restructuring charges (credits) | (247 | ) | 6,264 | - | - | - | 1,862 | (729 | ) | 4,518 | |||||||||||||||||||||||
Operating income (loss) | (9,431 | ) | (42,980 | ) | (606 | ) | (5,405 | ) | 15,048 | 13,969 | 37,826 | (4,001 | ) | ||||||||||||||||||||
Interest and other income (expense), net (2) | (3,252 | ) | 3,578 | 3,118 | 962 | 2,472 | 1,267 | (556 | ) | 1,505 | |||||||||||||||||||||||
Interest expense | (7,459 | ) | (7,351 | ) | (7,378 | ) | (7,604 | ) | (7,224 | ) | (7,339 | ) | (7,903 | ) | (7,681 | ) | |||||||||||||||||
Gain (loss) on acquisition of Microcontroller and Analog business (3) | (255 | ) | 8,205 | - | - | - | - | - | - | ||||||||||||||||||||||||
Income (loss) before income taxes | (20,397 | ) | (38,548 | ) | (4,866 | ) | (12,047 | ) | 10,296 | 7,897 | 29,367 | (10,177 | ) | ||||||||||||||||||||
(Provision) benefit for income taxes | (3,301 | ) | 1,644 | 1,635 | (2,388 | ) | (3,428 | ) | (2,757 | ) | (3,370 | ) | (3,445 | ) | |||||||||||||||||||
Net income (loss) | $ | (23,698 | ) | $ | (36,904 | ) | $ | (3,231 | ) | $ | (14,435 | ) | $ | 6,868 | $ | 5,140 | $ | 25,997 | $ | (13,622 | ) | ||||||||||||
Less: Net income (loss) attributable to the noncontrolling interest | - | - | - | - | - | - | - | (503 | ) | ||||||||||||||||||||||||
Net income(loss) attributable to Spansion Inc. common stockholders | $ | (23,698 | ) | $ | (36,904 | ) | $ | (3,231 | ) | $ | (14,435 | ) | $ | 6,868 | $ | 5,140 | $ | 25,997 | $ | (13,119 | ) | ||||||||||||
Net income (loss) per share | |||||||||||||||||||||||||||||||||
Basic | $ | (0.40 | ) | $ | (0.63 | ) | $ | (0.06 | ) | $ | (0.25 | ) | $ | 0.11 | $ | 0.09 | $ | 0.43 | $ | (0.22 | ) | ||||||||||||
Diluted | $ | (0.40 | ) | $ | (0.63 | ) | $ | (0.06 | ) | $ | (0.25 | ) | $ | 0.11 | $ | 0.08 | $ | 0.43 | $ | (0.22 | ) | ||||||||||||
Shares used in per share calculateion | |||||||||||||||||||||||||||||||||
Basic | 58,878 | 58,785 | 58,646 | 58,086 | 60,144 | 60,139 | 59,975 | 59,676 | |||||||||||||||||||||||||
Diluted | 58,878 | 58,785 | 58,646 | 58,086 | 61,487 | 60,820 | 60,475 | 59,676 | |||||||||||||||||||||||||
(1) The increase for the quarter ended September 29, 2013 and December 29, 2013 are mainly due to the acquisition of the MCA business | |||||||||||||||||||||||||||||||||
(2) The decrease for the quarter ended December 29, 2013 is due to $5.3M higher realized, unrealized loss on foreign currency transactions in the fourth quarter of fiscal 2013 | |||||||||||||||||||||||||||||||||
(3) The gain for the quarter ended September 29, 2013 and December 29, 2013, relates to the gain and related adjustments on acquistion of the MCA business. The accounting guidance requires that the economic gain resulting from the fair value received being greater than the consideration paid to acquire the net assets to be recorded as an one-time gain included in earnings. | |||||||||||||||||||||||||||||||||
Schedule_I_Condensed_Financial
Schedule I - Condensed Financial Information Of Registrant | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | ||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Text Block] | ' | ||||||||||||
SPANSION INC. | |||||||||||||
SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT | |||||||||||||
PARENT COMPANY BALANCE SHEETS | |||||||||||||
(in thousands) | |||||||||||||
Years Ended | |||||||||||||
December 29, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Assets | |||||||||||||
Investment in subsidiaries | $ | 537,460 | $ | 561,774 | $ | 521,163 | |||||||
Total assets | $ | 537,460 | $ | 561,774 | $ | 521,163 | |||||||
Equity | |||||||||||||
Spansion Inc. Stockholders’ equity: | |||||||||||||
Capital stock: | |||||||||||||
New Class A common stock, $0.001 par value, 150,000,000 shares authorized, 58,882,949 shares issued and outstanding | 59 | 58 | 60 | ||||||||||
New Class B common stock, $0.001 par value, 1 share authorized, 1 share issued and outstanding | - | - | - | ||||||||||
New preferred stock, $0.001 par value, 50,000,000 shares authorized, 0 shares issued and outstanding | - | - | - | ||||||||||
Additional paid-in capital | 747,393 | 690,891 | 675,309 | ||||||||||
Accumulated deficit | (205,959 | ) | (127,691 | ) | (152,578 | ) | |||||||
Accumulated other comprehensive loss | (4,033 | ) | (1,484 | ) | (1,628 | ) | |||||||
Total equity | $ | 537,460 | $ | 561,774 | $ | 521,163 | |||||||
PARENT COMPANY STATEMENTS OF OPERATIONS | |||||||||||||
(in thousands) | |||||||||||||
Years Ended | |||||||||||||
December 29, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Equity in undistributed earnings of subsidiary | |||||||||||||
$ | (78,268 | ) | $ | 24,887 | $ | (55,886 | ) | ||||||
Net income (loss) | $ | (78,268 | ) | $ | 24,887 | $ | (55,886 | ) | |||||
PARENT COMPANY STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||||||||||||
(in thousands) | |||||||||||||
Years Ended | |||||||||||||
December | December | December | |||||||||||
29, 2013 | 30, 2012 | 25, 2011 | |||||||||||
Net income (loss) | $ | (78,268 | ) | $ | 24,384 | $ | (55,548 | ) | |||||
Other comprehensive loss, net of tax: | |||||||||||||
Net foreign currency translation adjustment | (1,350 | ) | (1,057 | ) | (831 | ) | |||||||
Gain on recovery from impaired investments | (1,200 | ) | 1,200 | - | |||||||||
Net unrealized gain on cash flow hedges: | |||||||||||||
Net unrealized hedge gain arising during the period | 15,714 | 741 | - | ||||||||||
Net gain reclassified into earnings for cash flow hedge (ineffective portion) | (2,415 | ) | - | - | |||||||||
Net gain reclassified into earnings for cash flow hedge (effective portion) | (13,298 | ) | (740 | ) | - | ||||||||
Net unrealized gain on cash flow hedges | 1 | 1 | - | ||||||||||
Other comprehensive income (loss), net of tax: | (2,549 | ) | 144 | (831 | ) | ||||||||
Total comprehensive income (loss) | $ | (80,817 | ) | $ | 24,528 | $ | (56,379 | ) | |||||
Less: Comprehensive income (loss) attributable to noncontrolling interest | - | (503 | ) | 338 | |||||||||
Comprehensive income (loss) attributable to Spansion Inc. common stockholders | $ | (80,817 | ) | $ | 25,031 | $ | (56,717 | ) | |||||
PARENT COMPANY STATEMENTS OF CASH FLOWS | |||||||||||||
(in thousands) | |||||||||||||
Years Ended | |||||||||||||
December | December | December | |||||||||||
29, 2013 | 30, 2012 | 25, 2011 | |||||||||||
Cash Flows from Operating Activities: | |||||||||||||
Net income (loss) | $ | (78,268 | ) | $ | 24,887 | $ | (55,886 | ) | |||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||||
Equity in undistributed earnings of subsidiary | 78,268 | (24,887 | ) | 55,886 | |||||||||
Net cash used in operating activities | $ | - | $ | - | $ | - | |||||||
Cash Flows from Investing Activities: | |||||||||||||
Investment in subsidiary | (2,693 | ) | (1,588 | ) | (5,386 | ) | |||||||
Distribution from subsidiary | - | 24,450 | 70,989 | ||||||||||
Net cash provided by (used by) investing activities | (2,693 | ) | 22,862 | 65,603 | |||||||||
Cash Flows from Financing Activities: | |||||||||||||
Proceeds from issuance of common stock, net of offering costs | 2,693 | 1,588 | 5,386 | ||||||||||
Purchase of bankruptcy claims | - | (24,450 | ) | (70,989 | ) | ||||||||
Net cash provided by (used in) financing activities | 2,693 | (22,862 | ) | (65,603 | ) | ||||||||
Net (decrease) increase in cash and cash equivalents | - | - | - | ||||||||||
Cash and cash equivalents at the beginning of period | - | - | - | ||||||||||
Cash and cash equivalents at end of period | $ | - | $ | - | $ | - | |||||||
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS | |||||||||||||
1. BASIS OF PRESENTATION | |||||||||||||
The financial statements for Spansion Inc. (the “Parent Company”) summarize the results of operations and cash flows of the Parent Company for the years ended December 29, 2013, December 30, 2012 and December 25, 2011 and its financial position at December 29, 2013 and December 30, 2012. | |||||||||||||
In these statements, the Parent Company’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date the Parent Company began consolidating them (“date of acquisition”). The Parent Company’s share of net income (loss) of its subsidiaries is included in net income (loss) using the equity method of accounting. The Parent Company financial statements should be read in conjunction with the consolidated financial statements of Spansion Inc. for the corresponding periods. | |||||||||||||
Under the terms of agreements governing the 7.875% Senior notes issued by Spansion LLC, a subsidiary of Spansion Inc., such subsidiary is significantly restricted from making dividend payments, loans or advances to Spansion Inc. and its subsidiaries. These restrictions have resulted in the restricted net assets (as defined in Rule 4-08(e)(3) of Regulation S-X) of Spansion Inc. and its subsidiaries exceeding 25% of the consolidated net assets of Spansion Inc. and its subsidiaries. | |||||||||||||
2. DIVIDENDS RECEIVED FROM SUBSIDIARIES | |||||||||||||
During the years ended December 29, 2013 and December 30, 2012 and December 25, 2011 no dividends were paid to the Parent Company by its subsidiaries. |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | ||||||||||||||||
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | ' | ||||||||||||||||
SPANSION INC. | |||||||||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||
Description | Balance at | Additions | Write-offs | Balance | |||||||||||||
Beginning | Charged to | and | at End | ||||||||||||||
of Period | Costs and | Deductions | of Period | ||||||||||||||
Expenses | |||||||||||||||||
(in thousands) | |||||||||||||||||
Deferred tax valuation allowance: | |||||||||||||||||
Year ended December 29, 2013 | $ | 326,405 | $ | 31,477 | $ | - | $ | 357,882 | |||||||||
Year ended December 30, 2012 | 351,993 | - | (25,588 | ) | 326,405 | ||||||||||||
Year ended December 25, 2011 | 304,749 | 48,263 | (1,019 | ) | 351,993 | ||||||||||||
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Basis of Accounting, Policy [Policy Text Block] | ' | ||||||||||||
Basis of Presentation | |||||||||||||
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The Company operates on a 52- to 53-week fiscal year ending on the last Sunday in December. The additional week in a 53-week fiscal year is added to the second quarter to realign the Company’s fiscal quarters more closely to calendar quarters. Fiscal 2013, fiscal 2012 and fiscal 2011 are comprised of 52-week, 53-week and 52-week periods, respectively | |||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||||||||||||
Principles of Consolidation | |||||||||||||
The consolidated financial statements include all the accounts of the Company and those of its wholly owned subsidiaries, and all intercompany accounts and transactions have been eliminated. | |||||||||||||
On August 8, 2011, the Company entered into a design services and purchase option agreement with a private semiconductor company, which was determined to be a variable interest entity (VIE) of which the Company was the primary beneficiary because the Company had the power to direct the activities of the entity through the arrangements. Consequently, the results of operations and financial condition of the VIE has been included in the consolidated financial statements of the Company effective August 8, 2011. The non-controlling interests attributed to the VIE are presented as separate components of the Company’s Consolidated Statements of Operations and Consolidated Balance Sheet. The VIE’s financial statements are not significant to the Company’s consolidated financial statements for the periods presented. On April 1, 2012, the Company acquired substantially all assets and assumed certain liabilities of the VIE under an asset purchase agreement and the entity ceased to be a VIE as of the acquisition date. | |||||||||||||
On August 1, 2013, the Company acquired the MCA business of FSL. The consolidated financial statements include the results of operations of the Company, the MCA business commencing as of the acquisition date and all of the Company’s other wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. | |||||||||||||
Consolidation, Policy [Policy Text Block] | ' | ||||||||||||
Principles of Consolidation | |||||||||||||
The consolidated financial statements include all the accounts of the Company and those of its wholly owned subsidiaries, and all intercompany accounts and transactions have been eliminated. | |||||||||||||
On August 8, 2011, the Company entered into a design services and purchase option agreement with a private semiconductor company, which was determined to be a variable interest entity (VIE) of which the Company was the primary beneficiary because the Company had the power to direct the activities of the entity through the arrangements. Consequently, the results of operations and financial condition of the VIE has been included in the consolidated financial statements of the Company effective August 8, 2011. The non-controlling interests attributed to the VIE are presented as separate components of the Company’s Consolidated Statements of Operations and Consolidated Balance Sheet. The VIE’s financial statements are not significant to the Company’s consolidated financial statements for the periods presented. On April 1, 2012, the Company acquired substantially all assets and assumed certain liabilities of the VIE under an asset purchase agreement and the entity ceased to be a VIE as of the acquisition date. | |||||||||||||
On August 1, 2013, the Company acquired the MCA business of FSL. The consolidated financial statements include the results of operations of the Company, the MCA business commencing as of the acquisition date and all of the Company’s other wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. | |||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of the Company’s consolidated financial statements and disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of commitments and contingencies and the reported amounts of revenues and expenses during the reporting periods. Estimates are used to account for the fair value of assets acquired and liabilities assumed on acquisition, marketable securities, revenue adjustments, the allowance for doubtful accounts, inventory write-downs, valuation of acquired intangible assets, impairment of long-lived assets, legal contingencies, income taxes, stock-based compensation, the fair value of long-term debt, and product warranties. Actual results may differ from those estimates, and such differences may be material to the Company’s consolidated financial statements | |||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||||||||
Cash Equivalents | |||||||||||||
Cash equivalents consist of financial instruments that are readily convertible into cash and have remaining maturities of three months or less at the time of purchase | |||||||||||||
Loans and Leases Receivable, Allowance for Loan Losses Policy [Policy Text Block] | ' | ||||||||||||
Allowance for Doubtful Accounts | |||||||||||||
The Company maintains an allowance for doubtful accounts based on a variety of factors, including the length of time the receivable is past due, historical experience and the financial condition of customers | |||||||||||||
Inventory, Policy [Policy Text Block] | ' | ||||||||||||
Inventories | |||||||||||||
Inventories are stated at cost adjusted to approximate the lower of actual cost (first-in, first-out method) or market. The Company writes down inventory based on its estimated forecasted demand and technological obsolescence. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values | |||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||||||
Revenue Recognition | |||||||||||||
The Company recognizes revenue from product sales to original equipment manufacturers (OEMs) when the earnings process is complete, as evidenced by an agreement with the customer, transfer of title, fixed or determinable pricing and when collectability is reasonably assured. The Company records an allowance for estimated customer returns based on historical experience. | |||||||||||||
The Company sells directly to distributors under terms that provide for rights of return, stock rotation and price protection guarantees. Since the Company is unable to reliably estimate the returns under the stock rotation rights and price protection to its distributors, the Company defers the recognition of revenue and related product costs on these sales as deferred income until distributors submitted point of sales report to us. The Company also sells some of its products to certain distributors under sales arrangements that do not allow for rights of return or price protection on unsold products. The Company recognizes revenue on these sales when the earnings process is complete, as evidenced by an agreement with the customer, transfer of title, fixed or determinable pricing and when collectability is reasonably assured. The related costs of sales were recognized concurrent with revenue recognition. | |||||||||||||
The Company recognizes revenue net of sales taxes, value-added taxes, and transaction taxes directly imposed by governmental authorities on the Company’s revenue producing transactions with its customers. The Company includes shipping costs related to products shipped to customers in cost of sales. | |||||||||||||
The Company has previously licensed its patents to other companies and intends to do so in the future. The terms and conditions of license agreements are highly negotiated and can vary significantly. Generally, however, when a license agreement requires the payment of royalties to the Company, fixed payment amounts are recognized on the date they become due. For other agreements, revenue is recognized based on notification of the related sales from the licensees | |||||||||||||
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | ' | ||||||||||||
Goodwill | |||||||||||||
Goodwill represents the allocated enterprise value in connection with fresh start accounting and the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired in a business combination. In accordance with the accounting guidance, goodwill amounts are not amortized, but rather are tested for impairment at the reporting unit level at least annually, or more frequently if there are indicators of impairment present. The Company concluded impairment should be evaluated at the single entity-wide (i.e., consolidated Spansion, Inc.) level. Refer to Note 8 for more information | |||||||||||||
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | ' | ||||||||||||
Intangible Assets | |||||||||||||
Intangible assets other than IPR&D include developed technology, customer relationships, trade names and trademarks, which are amortized on a straight-line basis over periods based on their estimated lives. See Note 8 for further details. If an IPR&D project is completed, the carrying value of the related intangible asset is amortized over the remaining estimated life of the asset beginning in the period in which the project is completed and sales of related product commenced | |||||||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | ||||||||||||
Impairment of Long-Lived Assets including Acquisition-Related Intangible Assets | |||||||||||||
The Company considers quarterly whether indicators of impairment of long-lived assets are present. These indicators may include, but are not limited to, significant decreases in the market value of an asset, significant changes in the extent or manner in which an asset is used or an adverse change in the Company’s overall business climate. If these or other indicators are present, the Company tests for recoverability of the asset group. If the Company determines that the asset group is not recoverable, the Company will recognize an impairment loss based on the excess of the carrying amount of the assets over its fair value. Fair value is determined by discounted future cash flows, appraisals or other methods | |||||||||||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' | ||||||||||||
Foreign Currency Translation/Transactions | |||||||||||||
The functional currency of the Company and its foreign subsidiaries, except for Nihon Spansion Limited (which was incorporated in Japan in May 2010) is the U.S. dollar. Adjustments resulting from re-measuring foreign currency denominated transactions and balances of these subsidiaries, other than Nihon Spansion Limited, into U.S. dollars are included in the Consolidated Statements of Operations. Adjustments resulting from translating the foreign currency financial statements of Nihon Spansion Limited, for which the functional currency is the Japanese yen, into the U.S. dollar reporting currency were included as a separate component of accumulated other comprehensive loss. Gains or losses resulting from transactions denominated in currencies other than the functional currencies of the Company and its subsidiaries are recorded in interest and other income (expense), net | |||||||||||||
Research and Development Expense, Policy [Policy Text Block] | ' | ||||||||||||
Research and Development Expenses | |||||||||||||
The Company expenses research and development costs in the period in which such costs are incurred | |||||||||||||
Advertising Costs, Policy [Policy Text Block] | ' | ||||||||||||
Advertising Expenses | |||||||||||||
Advertising costs are expensed as incurred and were immaterial for fiscal 2013, 2012 and 2011 | |||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||||||
Net Income (Loss) per Share | |||||||||||||
Basic net income (loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by using the weighted average number of common shares outstanding during the period, increased to include the number of additional shares of common stock that would have been outstanding if the shares of common stock underlying the Company’s outstanding dilutive stock options, RSUs and other similar equity instruments had been issued. The dilutive effect of outstanding options and RSUs is reflected in diluted net income (loss) per share by application of the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares. | |||||||||||||
On August 26, 2013, Spansion LLC issued $150.0 million of 2% Senior Exchangeable Notes due 2020 (the Notes) in a private placement. The Notes can be settled either by cash or shares of common stock of the Company, or a combination of both at the discretion of the Company. The potential dilution impact of the Notes is computed using the if-converted method. The if-converted method is used for convertible securities that have a potential for sharing in earnings as common stock. Thus, the interest expense less income tax effects applicable to the Notes are not recognized in net income(loss) to determine basic and diluted net income (loss) per share and the weighted–average number of shares is adjusted to reflect the assumed conversion as of the beginning of the year or actual date of issuance if later. | |||||||||||||
The following table presents the computation of basic and diluted net income (loss) per share: | |||||||||||||
Year Ended | |||||||||||||
29-Dec-13 | 30-Dec-12 | 25-Dec-11 | |||||||||||
(in thousands except for per-share amounts) | |||||||||||||
Numerator: | |||||||||||||
Net income (loss) | $ | (78,268 | ) | $ | 24,887 | $ | (55,886 | ) | |||||
Denominator: | |||||||||||||
Denominator for basic net income per share, weighted average shares | 58,599 | 59,984 | 61,338 | ||||||||||
Effect of dilutive securities: | |||||||||||||
Weighted average diluted options | - | 1 | - | ||||||||||
Weighted average unvested RSU's, key executive RSU's | - | 1,036 | - | ||||||||||
Denominator for diluted net income per share, weighted average shares | 58,599 | 61,021 | 61,338 | ||||||||||
Net income (loss) per share: | |||||||||||||
Basic net income (loss) per share | $ | (1.34 | ) | $ | 0.41 | $ | (0.91 | ) | |||||
Diluted net income (loss)per share | $ | (1.34 | ) | $ | 0.41 | $ | (0.91 | ) | |||||
Potentially dilutive shares excluded from the diluted income per share computation because their effect would have been anti-dilutive | |||||||||||||
- RSUs and Options | 5,037 | 7,530 | 1,374 | ||||||||||
- Conversion of Senior Exchangeable Notes | 3,714 | - | - | ||||||||||
Income Tax, Policy [Policy Text Block] | ' | ||||||||||||
Income Taxes | |||||||||||||
In determining taxable income for financial statement reporting purposes, the Company makes estimates and judgments. These estimates and judgments are applied in the calculation of specific tax liabilities and in the determination of the recoverability of deferred tax assets, which arise from temporary differences between the recognition of assets and liabilities for tax and financial statement reporting purposes. | |||||||||||||
The Company assesses the likelihood that it will be able to recover its deferred tax assets. Unless recovery of these deferred tax assets is considered more likely than not, the Company increases its provision for taxes by recording a charge to income tax expense, in the form of a valuation allowance against those deferred tax assets for which the Company does not believe it is more likely than not they will be realized. The Company considers past performance, future expected taxable income and prudent and feasible tax planning strategies in determining the need for a valuation allowance. | |||||||||||||
In addition, the calculation of the Company’s tax liabilities involves the application of complex tax rules and the potential for future adjustments by the relevant tax jurisdiction. If the Company’s estimates of these taxes are greater or less than actual results, an additional tax benefit or charge will result. | |||||||||||||
In determining the financial statement effects of an unrecognized tax position, the Company determines when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. In this determination, the Company assumes that the position will be examined by a taxing authority that has full knowledge of all relevant information, and will be resolved in the court of last resort. The more likely than not recognition threshold means that no amount of tax benefits may be recognized for a tax position without a greater than 50% likelihood that it will be sustained upon examination | |||||||||||||
Compensation Related Costs, Policy [Policy Text Block] | ' | ||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation is estimated at the grant date based on the fair value of the stock award and is recognized as expense using the straight-line amortization method over the requisite service period. | |||||||||||||
The Company estimates the grant date fair value of all options using the Black-Scholes option pricing model, which requires the use of inputs like expected volatility, expected term, expected dividend yield, and expected risk-free rate of return. The Company’s expected volatility is based largely on the historical volatility of its traded stock and to a lesser extent on the volatilities of its competitors with similar characteristics, who are in the same industry sector (guideline companies) because of the lack of sufficient historical realized volatility data on the Company’s stock price. The Company has used the simplified calculation of expected term as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term of stock options since emergence from the Chapter 11 bankruptcy. If the Company determines that other methods to estimate expected volatility or expected life were more reasonable, or if other methods for calculating these input assumptions were prescribed by authoritative guidance, the fair value calculated for stock-based awards could change significantly. | |||||||||||||
For key executive restricted stock units, the expense recognized in interim periods is dependent on the probability of the annual performance measure being achieved. The Company utilizes forecast of future performance to assess this probability and this assessment requires considerable judgment. The expense is trued up at year end when actual annual performance is known. The fair value of the performance-based restricted stock awards (PSUs) is estimated using a Monte Carlo simulation to simulate a range of possible future stock prices for the Company and the other companies in its peer group. The simulation requires assumptions for expected volatilities and correlation coefficients of each entity, risk-free rate of return, and dividend yield. Expected volatilities are based on historical volatilities over a period equal to the length of the measurement period for the Company and the other companies in the peer group. Correlation coefficients are based on the same data used to calculate historical volatilities and are used to model how each entity’s stock price moves in relation each of the other companies included in the peer group. Dividends are assumed to be reinvested in the issuing entity over the measurement period, equating to a zero percent dividend yield for the Company and the other companies in the peer group. The vesting of these PSUs is based on the total shareholder return (TSR) of the Company, relative to its peer group. The peer group is determined by the Company’s Compensation Committee on an annual basis and TSR is measured at the end of each of two 18-month performance periods. | |||||||||||||
In addition, the Company is required to develop an estimate of the number of share-based awards that will be forfeited due to employee turnover. The guidance on stock compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates in order to derive the Company’s best estimate of awards ultimately expected to vest. The Company estimates forfeitures based on historical experience related to its own stock-based awards granted. The Company anticipates that these estimates will be revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates | |||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | ||||||||||||
Fair Value | |||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In measuring fair value, the Company uses a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s best estimate of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: | |||||||||||||
Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. | |||||||||||||
Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life. | |||||||||||||
Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. | |||||||||||||
The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. When observable prices are not available, the Company either uses implied pricing from comparable companies or valuation models based on net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those it believes market participants would use in pricing the asset or liability at the measurement date. Please see Note 15 for further details on fair value measurement | |||||||||||||
Liability Reserve Estimate, Policy [Policy Text Block] | ' | ||||||||||||
Estimates relating to Litigation Reserve | |||||||||||||
The Company’s litigation reserve policy is to record an estimate for litigation expenses required to defend it over the course of a reasonable period of time. Currently, this is estimated at twelve months in accordance with the accounting guidance. Judgment is necessary to estimate these costs and an accrual is made when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated | |||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||||||
New Accounting Pronouncements | |||||||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued an accounting standard update permitting the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to US Treasury interest rates and the London Interbank Offered Rate (LIBOR). This guidance is effective prospectively for qualifying new or redesignated hedging relationships, entered into on or after July 17, 2013. The adoption of this guidance did not affect the Company’s consolidated financial position, results of operations, or cash flows. | |||||||||||||
In July 2013, the FASB issued an accounting standard update that resolves the diversity in practice regarding the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The unrecognized tax benefit should be presented as a reduction to a deferred tax asset. This accounting standard update is effective for the first annual period beginning after December 15, 2013. The Company does not expect adoption of this guidance to affect its consolidated financial position, results of operations, or cash flows. | |||||||||||||
In February 2013, the FASB issued an accounting standard update to provide enhanced disclosures related to reclassifications out of accumulated other comprehensive income (AOCI). An entity will be required to disclose the effect of significant reclassifications out of AOCI on the respective line items in net income if an amount in AOCI is reclassified in its entirety. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The adoption of this guidance beginning in the first quarter of fiscal 2013 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows. | |||||||||||||
In December 2011, the FASB issued an accounting standard update requiring enhanced disclosure related to certain financial instruments and derivative instruments that are offset in the balance sheet or subject to enforceable master netting arrangement or similar arrangement. In January 2013, the FASB clarified the scope of this guidance as being applicable to derivatives, repurchase agreements and securities borrowing and lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirement becomes effective for the Company beginning the first quarter of fiscal year ending December 28, 2014. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial position, results of operations or cash flows |
Note_2_Summary_of_Significant_1
Note 2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||||||
Machinery and Equipment (years) | 2 | to | 7 | ||||||||||
Building and building improvements (years) | 5 | to | 26 | ||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||
Year Ended | |||||||||||||
29-Dec-13 | 30-Dec-12 | 25-Dec-11 | |||||||||||
(in thousands except for per-share amounts) | |||||||||||||
Numerator: | |||||||||||||
Net income (loss) | $ | (78,268 | ) | $ | 24,887 | $ | (55,886 | ) | |||||
Denominator: | |||||||||||||
Denominator for basic net income per share, weighted average shares | 58,599 | 59,984 | 61,338 | ||||||||||
Effect of dilutive securities: | |||||||||||||
Weighted average diluted options | - | 1 | - | ||||||||||
Weighted average unvested RSU's, key executive RSU's | - | 1,036 | - | ||||||||||
Denominator for diluted net income per share, weighted average shares | 58,599 | 61,021 | 61,338 | ||||||||||
Net income (loss) per share: | |||||||||||||
Basic net income (loss) per share | $ | (1.34 | ) | $ | 0.41 | $ | (0.91 | ) | |||||
Diluted net income (loss)per share | $ | (1.34 | ) | $ | 0.41 | $ | (0.91 | ) | |||||
Potentially dilutive shares excluded from the diluted income per share computation because their effect would have been anti-dilutive | |||||||||||||
- RSUs and Options | 5,037 | 7,530 | 1,374 | ||||||||||
- Conversion of Senior Exchangeable Notes | 3,714 | - | - |
Note_3_Acquisition_Tables
Note 3. Acquisition (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||||||
Fair Values | |||||||||
($ in thousands) | |||||||||
Cash | $ | 8,595 | |||||||
Restricted cash | 23,923 | ||||||||
Accounts receivable | 1,534 | ||||||||
Inventory | 104,300 | ||||||||
Property and equipment, net | 12,143 | ||||||||
Intangible Assets | |||||||||
Developed technology | |||||||||
Automotive microcontrollers | 10,500 | ||||||||
Consumer microcontrollers | 5,900 | ||||||||
Analog | 12,700 | ||||||||
In-Process technology | 500 | ||||||||
Customer relationships | 18,800 | ||||||||
Trademarks | 2,700 | ||||||||
Tradenames | 1,400 | ||||||||
Deferred tax liability | (3,739 | ) | |||||||
Japan pension related obligation | (23,923 | ) | |||||||
Japan employee compensation and benefits liabilities and other | (8,840 | ) | |||||||
Gain on acquisition of Microcontroller and Analog business | (7,950 | ) | |||||||
Total Purchase Consideration | $ | 158,543 | |||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | ||||||||
Year Ended | |||||||||
29-Dec-13 | 30-Dec-12 | ||||||||
(in thousands, except per share amounts) | |||||||||
Net sales | $ | 1,261,221 | $ | 1,518,020 | |||||
Net income (loss) | $ | (178,115 | ) | $ | (227,079 | ) | |||
Net income (loss) per share | |||||||||
Basic | $ | (3.04 | ) | $ | (3.79 | ) | |||
Diluted | $ | (3.04 | ) | $ | (3.79 | ) |
Note_4_Balance_Sheet_Component1
Note 4. Balance Sheet Components (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Schedule of Amounts Recognized in Balance Sheet [Table Text Block] | ' | ||||||||
29-Dec-13 | 30-Dec-12 | ||||||||
(in thousands) | |||||||||
Cash and cash equivalents: | |||||||||
Cash | $ | 282,163 | $ | 258,126 | |||||
Cash equivalents: | |||||||||
Money market funds | 3,906 | 1,181 | |||||||
FDIC-insured certificates of deposit | - | 2,870 | |||||||
Cash and cash equivalents | $ | 286,069 | $ | 262,177 | |||||
Short term investments | |||||||||
Commercial Paper | $ | - | $ | 14,980 | |||||
Time Deposit | 14,045 | - | |||||||
FDIC-insured certificates of deposit | 11,383 | 36,740 | |||||||
Short term investments | $ | 25,428 | $ | 51,720 | |||||
Account receivable | |||||||||
Accounts receivable, gross | $ | 178,252 | $ | 107,127 | |||||
Allowance for doubtful accounts | (414 | ) | (263 | ) | |||||
Account receivable, net | $ | 177,838 | $ | 106,864 | |||||
Inventories | |||||||||
Raw materials | $ | 11,056 | $ | 8,647 | |||||
Work-in-process | 176,601 | 149,722 | |||||||
Finished goods | 66,497 | 23,823 | |||||||
Inventories | $ | 254,154 | $ | 182,192 | |||||
Property, plant and equipment, net | |||||||||
Land | $ | 45,168 | $ | 45,168 | |||||
Buildings and leasehold improvements | 61,923 | 59,807 | |||||||
Equipment | 385,679 | 341,129 | |||||||
Construction in progress | 19,734 | 11,694 | |||||||
Accumulated depreciation and amortization | (326,999 | ) | (281,069 | ) | |||||
Property, plant and equipment, net | $ | 185,505 | $ | 176,728 | |||||
Other Long Term Assets | |||||||||
Long Term License | $ | 30,273 | $ | 10,002 | |||||
Others | 29,935 | 29,169 | |||||||
Other Long Term Assets | $ | 60,208 | $ | 39,171 | |||||
Accrued Compensation and Benefits | |||||||||
Accrued Vacation | $ | 11,077 | $ | 9,404 | |||||
MCA business employee obligation | 22,406 | - | |||||||
Others | 24,393 | 16,676 | |||||||
Accrued Compensation and Benefits | $ | 57,876 | $ | 26,080 | |||||
Accrued Liabilities | |||||||||
Short Term License Liability | $ | 13,003 | $ | 3,377 | |||||
Litigation reserve | 20,419 | - | |||||||
Others | 52,930 | 26,536 | |||||||
Accrued Liabilities | $ | 86,352 | $ | 29,913 |
Note_5_Accumulated_Other_Compr1
Note 5. Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | ' | ||||||||||||||||
Foreign Currency Translation Adjustment | Net Gains and Losses on Cash Flow Hedges | Unrealized Gains and Losses on Available-for-Sale Securities | Total | ||||||||||||||
(in thousands) | |||||||||||||||||
Beginning Balance, December 30, 2012 | $ | (2,685 | ) | $ | 1 | $ | 1,200 | $ | (1,484 | ) | |||||||
Other comprehensive income before reclassification, net of tax | (1,350 | ) | 15,714 | - | 14,364 | ||||||||||||
Amounts reclassified to earnings (ineffective portion) | - | (2,415 | )(2) | - | (2,415 | ) | |||||||||||
Amounts reclassified to earnings (effective portion) | - | (13,298 | )(1) | - | (13,298 | ) | |||||||||||
Amounts reclassified on gain on recovery from impaired investments to earnings | - | - | (1,200 | ) | (1,200 | ) | |||||||||||
Net other comprehensive loss | $ | (1,350 | ) | $ | 1 | $ | (1,200 | ) | $ | (2,549 | ) | ||||||
Ending Balance, December 29, 2013 | $ | (4,035 | ) | $ | 2 | $ | - | $ | (4,033 | ) | |||||||
(1) Reclassified into Net Sales line item of the Consolidated Statement of Operations. Please see Note 16 for further details. | |||||||||||||||||
(2) Reclassified into Interest and Other Income (expense), net line item of the Consolidated Statement of Operations. Please see Note 16 for further details on the ineffective portion of the cash flow hedges. |
Note_6_Equity_Incentive_Plan_a1
Note 6. Equity Incentive Plan and Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | ' | ||||||||||||||||
Year Ended | |||||||||||||||||
December 29, | December 30, | December 25, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(in thousands) | |||||||||||||||||
Cost of sales | $ | 5,900 | $ | 6,790 | $ | 3,152 | |||||||||||
Research and development | 9,340 | 8,696 | 4,472 | ||||||||||||||
Sales, general and administrative | 15,447 | 18,877 | 11,573 | ||||||||||||||
Stock-based compensation expense after income taxes | $ | 30,687 | $ | 34,363 | $ | 19,197 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | ' | ||||||||||||||||
Year Ended | |||||||||||||||||
29-Dec-13 | December 30, | December 25, | |||||||||||||||
2012 | 2011 | ||||||||||||||||
Weighted average fair value of stock options granted | $ | 4.68 | $ | 4.2 | $ | 8.62 | |||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||
Year Ended | |||||||||||||||||
29-Dec-13 | 30-Dec-12 | 25-Dec-11 | |||||||||||||||
Expected volatility | 46.19 | % | 50.84 | % | 56.18 | % | |||||||||||
Risk-free interest rate | 1.02 | % | 0.64 | % | 1.45 | % | |||||||||||
Expected term (in years) | 4.35 | 4.35 | 4.35 | ||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||
Year Ended | |||||||||||||||||
29-Dec-13 | |||||||||||||||||
Range of stock price on grant date | $11.50 | to | $11.97 | ||||||||||||||
Range of expected volatility | 36.01% | to | 50.9% | ||||||||||||||
Risk-free interest rate | 0.21% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Schedule Of Shares Available For Grant [Table Text Block] | ' | ||||||||||||||||
Shares Available For Grant | |||||||||||||||||
Shares reserved for grant under the 2010 plan as of December 26, 2010 | 511,731 | ||||||||||||||||
Annual increase for 2011 under the 2010 Plan | 4,321,911 | ||||||||||||||||
Stock options granted through December 25, 2011, net of forfeitures | (1,779,266 | ) | |||||||||||||||
RSU awards granted through December 25, 2011, net of forfeitures | (763,988 | ) | |||||||||||||||
Key executive RSU awards granted through December 25, 2011, net of forfeitures | (140,034 | ) | |||||||||||||||
Shares available for grant under the 2010 Plan as of December 25, 2011 | 2,150,354 | ||||||||||||||||
Annual increase for 2012 under the 2010 Plan | 3,560,245 | ||||||||||||||||
Stock options granted through December 30, 2012, net of forfeitures | (2,478,327 | ) | |||||||||||||||
RSU awards granted through December 30, 2012, net of forfeitures | (1,028,600 | ) | |||||||||||||||
Key executive RSU awards granted through December 30, 2012 net of forfeitures | (1,100,222 | ) | |||||||||||||||
Shares available for grant under the 2010 Plan as of December 30, 2012 | 1,103,450 | ||||||||||||||||
Annual increase for 2013 under the 2010 Plan | 2,577,033 | ||||||||||||||||
Stock options granted through December 29, 2013, net of forfeitures | (180,271 | ) | |||||||||||||||
RSU awards granted through December 29, 2013, net of forfeitures | (824,644 | ) | |||||||||||||||
Key executive RSU awards granted through December 29, 2013 net of forfeitures | 36,836 | ||||||||||||||||
PSU awards granted through December 29, 2013 net of forfeitures | (362,000 | ) | |||||||||||||||
Shares available for grant under the 2010 Plan as of December 29, 2013 | 2,350,404 | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
Number of Shares | Exercise Price | Contractual Life (in years) | Value (in thousands) | ||||||||||||||
Outstanding as of December 26, 2010 | 3,027,943 | $ | 10.93 | 6.4 | $ | 27,875 | |||||||||||
Granted | 2,490,610 | $ | 18.75 | ||||||||||||||
Forfeited | (711,344 | ) | $ | 14.21 | |||||||||||||
Exercised | (511,415 | ) | $ | 10.51 | $ | 4,681 | |||||||||||
Outstanding as of December 25, 2011 | 4,295,794 | $ | 14.97 | 5.65 | $ | - | |||||||||||
Granted | 2,747,400 | $ | 10.04 | ||||||||||||||
Forfeited | (269,073 | ) | $ | 13.91 | |||||||||||||
Exercised | (132,229 | ) | $ | 10.48 | $ | 262 | |||||||||||
Outstanding as of December 30, 2012 | 6,641,892 | $ | 13.06 | 5.34 | $ | 15,228 | |||||||||||
Granted | 644,000 | $ | 11.47 | ||||||||||||||
Forfeited | (463,729 | ) | $ | 13.26 | |||||||||||||
Exercised | (279,234 | ) | $ | 9.65 | $ | 688 | |||||||||||
Outstanding as of December 29, 2013 | 6,542,929 | $ | 13.03 | 4.42 | $ | 14,061 | |||||||||||
Exercisable as of December 29, 2013 | 4,866,265 | $ | 13.61 | 4.07 | $ | 9,673 | |||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | ' | ||||||||||||||||
Shares | Weighted-Average Grant-date | ||||||||||||||||
Fair Value | |||||||||||||||||
Unvested as of December 26, 2010 | 1,841,559 | $ | 11.12 | ||||||||||||||
Granted | 1,160,345 | $ | 19.17 | ||||||||||||||
Forfeited | (396,357 | ) | $ | 13.78 | |||||||||||||
Vested | (462,512 | ) | $ | 11.32 | |||||||||||||
Unvested as of December 25, 2011 | 2,143,035 | $ | 14.94 | ||||||||||||||
Granted | 1,328,143 | $ | 10.37 | ||||||||||||||
Forfeited | (299,543 | ) | $ | 13.37 | |||||||||||||
Vested | (652,719 | ) | $ | 11.1 | |||||||||||||
Unvested as of December 30, 2012 | 2,518,916 | $ | 13.72 | ||||||||||||||
Granted | 1,137,388 | $ | 12.33 | ||||||||||||||
Forfeited | (312,744 | ) | $ | 12.7 | |||||||||||||
Vested | (958,848 | ) | $ | 11.67 | |||||||||||||
Unvested as of December 29, 2013 | 2,384,712 | $ | 14.01 | ||||||||||||||
RSUs | PSUs | ||||||||||||||||
Number of Shares | Weighted-Average Grant-date Fair Value | Number of Shares | Weighted-Average Grant-date Fair Value | ||||||||||||||
Unvested as of December 26, 2010 | 1,127,015 | $ | 10.51 | - | $ | - | |||||||||||
Granted | 376,000 | $ | 19.64 | - | $ | - | |||||||||||
Forfeited | (235,966 | ) | $ | 11.9 | - | $ | - | ||||||||||
Vested | (297,093 | ) | $ | 10.51 | - | $ | - | ||||||||||
Unvested as of December 25, 2011 | 969,956 | $ | 13.71 | - | $ | - | |||||||||||
Granted | 1,100,222 | $ | 10.04 | - | $ | - | |||||||||||
Forfeited | - | $ | - | - | $ | - | |||||||||||
Vested | (278,007 | ) | $ | 10.06 | - | $ | - | ||||||||||
Unvested as of December 30, 2012 | 1,792,171 | $ | 12.02 | - | $ | - | |||||||||||
Granted | - | $ | - | 406,000 | $ | 7.38 | |||||||||||
Forfeited | (36,836 | ) | $ | 12.53 | (44,000 | ) | $ | 7.4 | |||||||||
Vested | (781,049 | ) | $ | 11.52 | - | $ | - | ||||||||||
Unvested as of December 29, 2013 | 974,286 | $ | 12.4 | 362,000 | $ | 7.38 |
Note_8_Intangible_Assets_and_G1
Note 8. Intangible Assets and Goodwill (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||
Dec. 29, 2013 | ||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | |||||||||||||||||||||||||||||||||
29-Dec-13 | 30-Dec-12 | |||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||
Goodwill | $ | 166,422 | $ | 166,931 | ||||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | |||||||||||||||||||||||||||||||||
29-Dec-13 | 30-Dec-12 | |||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||
Estimated range of lives (in years) | Gross Amount | Additions | Accumulated Amortization | Net Amount | Gross Amount | Accumulated Amortization | Net Amount | |||||||||||||||||||||||||||
Developed technology | 5 | to | 10 | $ | 111,376 | $ | 29,100 | $ | (53,661 | ) | $ | 86,815 | $ | 111,376 | $ | (35,386 | ) | $ | 75,990 | |||||||||||||||
Customer relationships | 5 | to | 10 | 91,709 | 18,800 | (36,366 | ) | 74,143 | 93,264 | (25,191 | ) | 68,073 | ||||||||||||||||||||||
Trade names | 0.5 | to | 7 | 8,252 | 1,400 | (5,719 | ) | 3,933 | 8,374 | (3,284 | ) | 5,090 | ||||||||||||||||||||||
Trademarks | 7 | to | 8 | - | 2,700 | (142 | ) | 2,558 | - | - | - | |||||||||||||||||||||||
IP R&D (1) | - | 500 | - | 500 | - | - | - | |||||||||||||||||||||||||||
Total | $ | 211,337 | $ | 52,500 | $ | (95,888 | ) | $ | 167,949 | $ | 213,014 | $ | (63,861 | ) | $ | 149,153 | ||||||||||||||||||
(1) All the IP R&D projects are expected to be transferred to developed technology by the first quarter of fiscal 2016 | ||||||||||||||||||||||||||||||||||
Schedule of Actual Amortization Expense [Table Text Block] | ' | |||||||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||||||||
29-Dec-13 | 30-Dec-12 | 25-Dec-11 | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||
Amortization Expense | $ | 32,026 | $ | 27,605 | $ | 23,541 | ||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||||||||||||||||||||||||||||||
Estimated Future Amortization | ||||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||
Fiscal 2014 | $ | 34,987 | ||||||||||||||||||||||||||||||||
Fiscal 2015 | 35,704 | |||||||||||||||||||||||||||||||||
Fiscal 2016 | 35,871 | |||||||||||||||||||||||||||||||||
Fiscal 2017 | 24,886 | |||||||||||||||||||||||||||||||||
Fiscal 2018 and beyond | 36,001 | |||||||||||||||||||||||||||||||||
Total | $ | 167,449 |
Note_11_Financing_arrangements1
Note 11. Financing arrangements (Tables) | 12 Months Ended | |||||||||
Dec. 29, 2013 | ||||||||||
Debt Disclosure [Abstract] | ' | |||||||||
Schedule of Debt [Table Text Block] | ' | |||||||||
29-Dec-13 | 30-Dec-12 | |||||||||
(in thousands) | ||||||||||
Debt: | ||||||||||
Term Loan | $ | 296,135 | $ | 216,295 | ||||||
2.0% Senior Exchangeable Notes | 111,733 | - | ||||||||
7.875% Senior Notes | 94,064 | 200,000 | ||||||||
Total debt | $ | 501,932 | $ | 416,295 | ||||||
Less: current portion | 97,320 | 5,382 | ||||||||
Long-term debt | $ | 404,612 | $ | 410,913 | ||||||
Schedule Of Required Ratios Under Financial Covenants And Current Ratios [Table Text Block] | ' | |||||||||
Leverage Ratio | Revolver LIBOR Loans | Revolver Base Rate Loans | ||||||||
> 2.00:1.00 | 2.50% | 1.50% | ||||||||
≤ 2.00:1.00 | 2.25% | 1.25% | ||||||||
Leverage Ratio | Unused Commitment Fees | |||||||||
> 2.00:1.00 | 0.50% | |||||||||
≤ 2.00:1.00 | 0.38% | |||||||||
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | ' | |||||||||
29-Dec-13 | ||||||||||
(in thousands) | ||||||||||
Principal amount | $ | 150,000 | ||||||||
Unamortized debt discount | 38,267 | |||||||||
Net carrying value | $ | 111,733 | ||||||||
Interest Income and Interest Expense Disclosure [Table Text Block] | ' | |||||||||
Year Ended | ||||||||||
29-Dec-13 | ||||||||||
(in thousands) | ||||||||||
Contractual interest expense at 2% per annum | $ | 1,044 | ||||||||
Amortization of debt issuance costs | 130 | |||||||||
Accretion of debt discount | 1,557 | |||||||||
Total | $ | 2,731 | ||||||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | ' | |||||||||
(in thousands) | ||||||||||
Fiscal 2014 | $ | 111,132 | ||||||||
Fiscal 2015 | 17,249 | |||||||||
Fiscal 2016 | 17,166 | |||||||||
Fiscal 2017 | 20,471 | |||||||||
Fiscal 2018 | 16,938 | |||||||||
Fiscal 2019 and beyond | 449,804 | |||||||||
632,760 | ||||||||||
Less: Interest | 88,696 | |||||||||
Total | $ | 544,064 |
Note_12_Interest_Income_and_Ot1
Note 12. Interest Income and Other Income, Net (Tables) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||
Interest and Other Income [Table Text Block] | ' | ||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Gain on recovery from impaired investments | $ | 11,237 | $ | 1,059 | $ | - | |||||||
Reversal of litigation claim reserve | - | 4,033 | - | ||||||||||
Interest income | 547 | 1,226 | 1,155 | ||||||||||
Preferential claim receipts - bankruptcy | - | 1,171 | 2,542 | ||||||||||
Gain on ineffective hedges | 2,415 | - | - | ||||||||||
Financing arrangements related costs | (8,126 | ) | (1,932 | ) | (831 | ) | |||||||
Foreign exchange (loss)/ gain | (1,726 | ) | (869 | ) | 38 | ||||||||
Other income | 59 | - | 1,050 | ||||||||||
$ | 4,406 | $ | 4,688 | $ | 3,954 |
Note_13_Employees_Related_Pens1
Note 13. Employees Related Pension Obligations (Tables) | 12 Months Ended | |||||||||||
Dec. 29, 2013 | ||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||
Schedule of Defined Benefit Plans Disclosures [Table Text Block] | ' | |||||||||||
Pension Fund | Pension Protection Act Zone Status(1) | Contributions by the Company (in '000 s) | Expiration of Collective Bargaining Agreement | Unpaid Pension Liability as of 12/29/13 ( in '000 s) | ||||||||
2013 | NA | 2,425 | 31-Mar-14 | 426 | ||||||||
-1 | Based on the total plan assets and accumulated benefit obligations of the plan as of March 31, 2013, the plan was at least 90 percent funded. |
Note_14_Income_Taxes_Tables
Note 14. Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | ' | ||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Domestic operations | $ | (98,775 | ) | $ | (26,399 | ) | $ | (74,554 | ) | ||||
Foreign operations | 22,917 | 63,782 | 40,043 | ||||||||||
Totals | $ | (75,858 | ) | $ | 37,383 | $ | (34,511 | ) | |||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | ||||||||||||
Year Ended | |||||||||||||
December 30, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Current: | |||||||||||||
U.S. federal | $ | 5,981 | $ | 5,121 | $ | 5,582 | |||||||
U.S. state and local | 55 | 173 | 30 | ||||||||||
Foreign national and local | 1,243 | 1,532 | 9,355 | ||||||||||
$ | 7,279 | $ | 6,826 | $ | 14,967 | ||||||||
Deferred: | |||||||||||||
U.S. federal | (3,739 | ) | - | - | |||||||||
U.S. state and local | - | - | - | ||||||||||
Foreign national and local | (1,130 | ) | 6,173 | 6,070 | |||||||||
(4,869 | ) | 6,173 | 6,070 | ||||||||||
Provision for income taxes | $ | 2,410 | $ | 12,999 | $ | 21,037 | |||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | ||||||||||||
2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||
Deferred tax assets: | |||||||||||||
NOL and credit carryforwards | $ | 322,807 | $ | 311,124 | |||||||||
Deferred distributor income | 11,833 | 6,981 | |||||||||||
Inventory valuation | 11,053 | 21,123 | |||||||||||
Reserves and Accruals | 17,533 | 15,752 | |||||||||||
Property, plant and equipment | 16,820 | 20,340 | |||||||||||
Other | 18,336 | 18,054 | |||||||||||
Total deferred tax assets | 398,382 | 393,374 | |||||||||||
Less: valuation allowance | (357,883 | ) | (326,405 | ) | |||||||||
40,499 | 66,969 | ||||||||||||
Deferred tax liabilities: | |||||||||||||
Intangibles basis difference | (22,422 | ) | (48,878 | ) | |||||||||
Unremitted Earnings | (12,643 | ) | (14,984 | ) | |||||||||
Other | (3,872 | ) | (2,954 | ) | |||||||||
Total deferred tax liabilities | (38,937 | ) | (66,816 | ) | |||||||||
Net deferred tax assets | $ | 1,562 | $ | 153 | |||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||||||||
Tax | Rate | ||||||||||||
(in thousands, except | |||||||||||||
for percentages) | |||||||||||||
Year ended December 29, 2013 | |||||||||||||
Statutory federal income tax expense | $ | (26,550 | ) | 35 | % | ||||||||
State taxes | 55 | (0.1 | %) | ||||||||||
Foreign income tax at other than U.S. rates | 2,219 | (2.9 | %) | ||||||||||
Reserve release from statute expirations | (4,620 | ) | 6.1 | % | |||||||||
Acquisition of MCA business | (3,739 | ) | 4.9 | % | |||||||||
Valuation allowance | 35,045 | (46.2 | %) | ||||||||||
Provision for income taxes | $ | 2,410 | (3.2 | %) | |||||||||
Year ended December 30, 2012 | |||||||||||||
Statutory federal income tax expense | $ | 13,084 | 35 | % | |||||||||
State taxes | 173 | 0.5 | % | ||||||||||
Foreign income tax at other than U.S. rates | (5,866 | ) | (15.6 | %) | |||||||||
Reserve release from statute expirations | (3,813 | ) | (10.3 | %) | |||||||||
Valuation allowance | 9,421 | 25.2 | % | ||||||||||
Provision for income taxes | $ | 12,999 | 34.8 | % | |||||||||
Year ended December 25, 2011 | |||||||||||||
Statutory federal income tax expense | $ | (12,079 | ) | 35 | % | ||||||||
State taxes | 30 | (0.1 | %) | ||||||||||
Foreign income tax at other than U.S. rates | 16,400 | (47.5 | %) | ||||||||||
Reserve release from statute expirations | (590 | ) | 1.7 | % | |||||||||
Valuation allowance | 17,276 | (50.1 | %) | ||||||||||
Provision for income taxes | $ | 21,037 | (61.0 | %) | |||||||||
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | ' | ||||||||||||
(in thousands) | |||||||||||||
Balance at December 26, 2010 | $ | 53,584 | |||||||||||
Additions based on tax positions related to the current year | 1,504 | ||||||||||||
Additions for tax positions of prior years | 28,627 | ||||||||||||
Reductions for tax positions of prior years | (2,877 | ) | |||||||||||
Lapse of statue of limitations | (468 | ) | |||||||||||
Balance at December 25, 2011 | $ | 80,370 | |||||||||||
Additions based on tax positions related to the current year | 2,126 | ||||||||||||
Additions for tax positions of prior years | 965 | ||||||||||||
Reductions for tax positions of prior years | (1,422 | ) | |||||||||||
Lapse of statue of limitations | (1,081 | ) | |||||||||||
Balance at December 30, 2012 | $ | 80,958 | |||||||||||
Additions based on tax positions related to the current year | 88 | ||||||||||||
Additions for tax positions of prior years | 639 | ||||||||||||
Reductions for tax positions of prior years | (495 | ) | |||||||||||
Lapse of statue of limitations | (1,742 | ) | |||||||||||
Balance at December 29, 2013 | $ | 79,448 |
Note_15_Fair_Value_Measurement1
Note 15. Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||||||||||||||||||
29-Dec-13 | 30-Dec-12 | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Money market funds | $ | 3,906 | $ | - | $ | - | $ | 3,906 | (1) | $ | 1,181 | $ | - | $ | - | $ | 1,181 | (2) | |||||||||||||||
Commercial paper | - | - | - | - | - | 14,980 | - | 14,980 | (2) | ||||||||||||||||||||||||
Foreign currency forward contracts | - | 3,493 | - | 3,493 | (1) | - | 3,032 | - | 3,032 | ||||||||||||||||||||||||
Auction rate securities | - | - | - | - | - | 1,530 | - | 1,530 | |||||||||||||||||||||||||
Total financial assets | $ | 3,906 | $ | 3,493 | $ | - | $ | 7,399 | $ | 1,181 | $ | 19,542 | $ | - | $ | 20,723 | |||||||||||||||||
Foreign currency forward contracts | - | 313 | - | 313 | - | 296 | - | 296 | |||||||||||||||||||||||||
Interest rate swaps | - | - | - | - | - | 514 | - | 514 | |||||||||||||||||||||||||
Total financial liabilities | $ | - | $ | 313 | $ | - | $ | 313 | $ | - | $ | 810 | $ | - | $ | 810 | |||||||||||||||||
(1) Total cash and cash equivalents, short-term investments of $311.5 million as of December 29, 2013 includes cash of $282.2 million held in operating accounts, $3.9 million in money market funds, $11.4 million held in FDIC-insured certificates of deposit and $14.0 million in time deposit accounts. | |||||||||||||||||||||||||||||||||
(2) Total cash and cash equivalents, short-term investments of $313.9 million as of December 30, 2012 includes cash of $258.1 million held in operating accounts, $1.2 million in money market funds, $39.6 million held in FDIC-insured certificates of deposit and $15.0 million in commercial paper. | |||||||||||||||||||||||||||||||||
Schedule Of Financial Instruments Not Carried At Fair Value [Table Text Block] | ' | ||||||||||||||||||||||||||||||||
29-Dec-13 | 30-Dec-12 | ||||||||||||||||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | ||||||||||||||||||||||||||||||
Amount | Fair Value | Amount | Fair Value | ||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Debt traded in the market : | |||||||||||||||||||||||||||||||||
Term Loan | $ | 296,135 | $ | 295,170 | $ | 216,295 | $ | 217,917 | |||||||||||||||||||||||||
2.0% Senior Exchangeable Notes | 111,733 | 129,104 | - | - | |||||||||||||||||||||||||||||
7.875% Senior Unsecured Notes | 94,064 | 97,591 | 200,000 | 201,000 | |||||||||||||||||||||||||||||
Total Debt Obligations | $ | 501,932 | $ | 521,865 | $ | 416,295 | $ | 418,917 |
Note_16_Derivative_Financial_I1
Note 16. Derivative Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block] | ' | ||||||||||||||||
Year Ended | |||||||||||||||||
29-Dec-13 | 30-Dec-12 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Beginning balance | $ | 1 | $ | - | |||||||||||||
Net gain reclassified into earnings on cash flow hedges (effective portion) | (13,298 | ) | (740 | ) | |||||||||||||
Net gain reclassified into earnings on cash flow hedges (ineffective portion) | (2,415 | ) | - | ||||||||||||||
Net unrealized hedge gain arising during the period | 15,714 | 741 | |||||||||||||||
Ending balance | $ | 2 | $ | 1 | |||||||||||||
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | ' | ||||||||||||||||
Buy / Sell | 29-Dec-13 | 30-Dec-12 | |||||||||||||||
(in millions) | |||||||||||||||||
Japanese Yen / US dollar | JPY 2,945/$28.2 | JPY 1,028.7/$12.3 | |||||||||||||||
US dollar / Japanese Yen | $42.0/JPY 4,047 | $45.1/ JPY 3,614 | |||||||||||||||
US dollar / EUR | $23.4/EUR 17.1 | - | |||||||||||||||
Derivative Instruments, Gain (Loss) [Table Text Block] | ' | ||||||||||||||||
Year Ended | |||||||||||||||||
29-Dec-13 | 30-Dec-12 | 25-Dec-11 | |||||||||||||||
(in thousands) | |||||||||||||||||
Derivatives Designated as Hedging Instruments | |||||||||||||||||
Foreign exchange forward contracts | |||||||||||||||||
Net unrealized hedge gain arising during the period (1) | $ | 15,714 | $ | 741 | $ | - | |||||||||||
Net gain reclassified into earnings on cash flow hedges (effective portion) (2) | $ | (13,298 | ) | $ | (740 | ) | $ | - | |||||||||
Net gain reclassified into earnings on cash flow hedges (ineffective portion) (3) | $ | (2,415 | ) | $ | - | $ | - | ||||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||||||||||
Net gain (loss) recognized in income | |||||||||||||||||
Swap interest expense (4) | $ | (8 | ) | $ | (144 | ) | $ | (1,328 | ) | ||||||||
Foreign exchange forward contracts (3) | $ | (10,207 | ) | $ | 1,511 | $ | (3,677 | ) | |||||||||
-1 | Net change in the fair value of the effective portion classified in other comprehensive income (OCI) | ||||||||||||||||
-2 | Effective portion classified as net product revenue | ||||||||||||||||
-3 | Classified in interest income and other (expense) | ||||||||||||||||
-4 | Classified in interest expense | ||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | ' | ||||||||||||||||
29-Dec-13 | 30-Dec-12 | ||||||||||||||||
Balance sheet location | Derivatives designated as hedging instruments | Derivatives not designated as hedging instruments | Derivatives designated as hedging instruments | Derivatives not designated as hedging instruments | |||||||||||||
(in thousands) | |||||||||||||||||
Prepaid expenses and other current assets | |||||||||||||||||
Foreign Currency Forward Contracts | $ | - | $ | 3,493 | $ | - | $ | 3,032 | |||||||||
Other accrued liabilities | |||||||||||||||||
Interest rate Swap | $ | - | $ | - | $ | - | $ | 514 | |||||||||
Foreign Currency Forward Contracts | $ | - | $ | 313 | $ | - | $ | 296 |
Note_17_Restructuring_Charges_
Note 17. Restructuring Charges (Tables) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Fiscal Year 2013 Restructuring Plan [Member] | ' | ||||||||||||
Note 17. Restructuring Charges (Tables) [Line Items] | ' | ||||||||||||
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | ' | ||||||||||||
Year Ended | |||||||||||||
29-Dec-13 | |||||||||||||
(in thousands) | |||||||||||||
Accrued restructuring balance, beginning of period | |||||||||||||
$ | - | ||||||||||||
Provision: | |||||||||||||
Severance and others | 6,017 | ||||||||||||
Restructuring charges | 6,017 | ||||||||||||
Non-cash adjustments (1) | (469 | ) | |||||||||||
Cash payments | (4,704 | ) | |||||||||||
Accrued restructuring balance, end of period | $ | 844 | |||||||||||
-1 | Non cash adjustments mainly relate to intangibles written off. | ||||||||||||
Fiscal Year 2011 Restructuring Plan [Member] | ' | ||||||||||||
Note 17. Restructuring Charges (Tables) [Line Items] | ' | ||||||||||||
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | ' | ||||||||||||
Fiscal 2011 Restructuring Plan | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
29-Dec-13 | 30-Dec-12 | 25-Dec-11 | |||||||||||
(in thousands) | |||||||||||||
Accrued restructuring balance, beginning of period: | $ | 538 | $ | 8,087 | $ | - | |||||||
Provision: | |||||||||||||
Gain on sale of equipment | - | (3,798 | ) | - | |||||||||
Asset relocation fees | - | 4,686 | 177 | ||||||||||
Depreciation and asset impairment charges | - | 2,070 | 164 | ||||||||||
Severance and others | - | 3,550 | 11,954 | ||||||||||
Restructuring charges | - | 6,508 | 12,295 | ||||||||||
Non-cash adjustments | (75 | ) | 1,568 | (4 | ) | ||||||||
Cash payments | (463 | ) | (15,625 | ) | (4,204 | ) | |||||||
Accrued restructuring balance, end of period: | $ | - | $ | 538 | $ | 8,087 |
Note_18_Segment_Reporting_Tabl
Note 18. Segment Reporting (Tables) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | ' | ||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Geographical sales: | |||||||||||||
Net sales to external customers: | |||||||||||||
Americas | $ | 103,147 | $ | 89,905 | $ | 124,756 | |||||||
China | 194,473 | 189,618 | 302,356 | ||||||||||
Korea | 54,259 | 44,918 | 59,144 | ||||||||||
EMEA | 162,835 | 158,572 | 178,464 | ||||||||||
Japan | 264,168 | 273,303 | 281,563 | ||||||||||
Others | 192,808 | 159,616 | 123,600 | ||||||||||
Total | $ | 971,690 | $ | 915,932 | $ | 1,069,883 | |||||||
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | ' | ||||||||||||
Year Ended | |||||||||||||
29-Dec-13 | 30-Dec-12 | ||||||||||||
(in thousands) | |||||||||||||
Net property, plant and equipment: | |||||||||||||
United States | $ | 142,756 | $ | 148,584 | |||||||||
Malaysia | 2,853 | 2,555 | |||||||||||
Thailand | 25,934 | 23,455 | |||||||||||
Japan | 10,762 | 186 | |||||||||||
Other countries | 3,200 | 1,948 | |||||||||||
Total | $ | 185,505 | $ | 176,728 |
Note_20_Commitments_Contingenc1
Note 20. Commitments, Contingencies and Legal Matters (Tables) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||||||||||
Operating Leases | |||||||||||||
(in thousands) | |||||||||||||
Fiscal 2014 | $ | 8,428 | |||||||||||
Fiscal 2015 | 3,885 | ||||||||||||
Fiscal 2016 | 2,960 | ||||||||||||
Fiscal 2017 | 1,197 | ||||||||||||
Fiscal 2018 | - | ||||||||||||
2019 & beyond | - | ||||||||||||
$ | 16,470 | ||||||||||||
Schedule of Product Warranty Liability [Table Text Block] | ' | ||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Balance, beginning of period | $ | 2,124 | $ | 2,537 | $ | 3,967 | |||||||
Provision for warranties issued | 2,750 | 3,401 | 3,573 | ||||||||||
Settlements | (3,074 | ) | (3,508 | ) | (4,215 | ) | |||||||
Changes in liability for pre-existing warranties during the period | 255 | (306 | ) | (788 | ) | ||||||||
Balance, end of period | $ | 2,055 | $ | 2,124 | $ | 2,537 |
Supplementary_Financial_Data_U1
Supplementary Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | ' | ||||||||||||||||||||||||||||||||
Quarters Ended | |||||||||||||||||||||||||||||||||
December 29, | September 29, | June 30, | March 31, | December 30, | September 30, | July 1, | March 25, | ||||||||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2012 | 2012 | 2012 | 2012 | ||||||||||||||||||||||||||
Net sales (1) | $ | 313,670 | $ | 273,378 | $ | 195,070 | $ | 189,572 | $ | 223,987 | $ | 239,747 | $ | 233,440 | $ | 218,758 | |||||||||||||||||
Cost of sales | 220,422 | 217,209 | 137,714 | 143,717 | 152,047 | 161,281 | 159,529 | 159,560 | |||||||||||||||||||||||||
Gross profit | 93,248 | 56,169 | 57,356 | 45,855 | 71,940 | 78,466 | 73,911 | 59,198 | |||||||||||||||||||||||||
Research and development (1) | 42,102 | 38,341 | 23,548 | 22,777 | 24,771 | 27,407 | 29,631 | 26,041 | |||||||||||||||||||||||||
Sales, general and administrative (1) | 60,824 | 54,544 | 34,414 | 28,483 | 32,121 | 35,228 | 35,617 | 32,640 | |||||||||||||||||||||||||
Net gain on sale of Kuala Lampur land and building | - | - | - | - | - | - | (28,434 | ) | - | ||||||||||||||||||||||||
Restructuring charges (credits) | (247 | ) | 6,264 | - | - | - | 1,862 | (729 | ) | 4,518 | |||||||||||||||||||||||
Operating income (loss) | (9,431 | ) | (42,980 | ) | (606 | ) | (5,405 | ) | 15,048 | 13,969 | 37,826 | (4,001 | ) | ||||||||||||||||||||
Interest and other income (expense), net (2) | (3,252 | ) | 3,578 | 3,118 | 962 | 2,472 | 1,267 | (556 | ) | 1,505 | |||||||||||||||||||||||
Interest expense | (7,459 | ) | (7,351 | ) | (7,378 | ) | (7,604 | ) | (7,224 | ) | (7,339 | ) | (7,903 | ) | (7,681 | ) | |||||||||||||||||
Gain (loss) on acquisition of Microcontroller and Analog business (3) | (255 | ) | 8,205 | - | - | - | - | - | - | ||||||||||||||||||||||||
Income (loss) before income taxes | (20,397 | ) | (38,548 | ) | (4,866 | ) | (12,047 | ) | 10,296 | 7,897 | 29,367 | (10,177 | ) | ||||||||||||||||||||
(Provision) benefit for income taxes | (3,301 | ) | 1,644 | 1,635 | (2,388 | ) | (3,428 | ) | (2,757 | ) | (3,370 | ) | (3,445 | ) | |||||||||||||||||||
Net income (loss) | $ | (23,698 | ) | $ | (36,904 | ) | $ | (3,231 | ) | $ | (14,435 | ) | $ | 6,868 | $ | 5,140 | $ | 25,997 | $ | (13,622 | ) | ||||||||||||
Less: Net income (loss) attributable to the noncontrolling interest | - | - | - | - | - | - | - | (503 | ) | ||||||||||||||||||||||||
Net income(loss) attributable to Spansion Inc. common stockholders | $ | (23,698 | ) | $ | (36,904 | ) | $ | (3,231 | ) | $ | (14,435 | ) | $ | 6,868 | $ | 5,140 | $ | 25,997 | $ | (13,119 | ) | ||||||||||||
Net income (loss) per share | |||||||||||||||||||||||||||||||||
Basic | $ | (0.40 | ) | $ | (0.63 | ) | $ | (0.06 | ) | $ | (0.25 | ) | $ | 0.11 | $ | 0.09 | $ | 0.43 | $ | (0.22 | ) | ||||||||||||
Diluted | $ | (0.40 | ) | $ | (0.63 | ) | $ | (0.06 | ) | $ | (0.25 | ) | $ | 0.11 | $ | 0.08 | $ | 0.43 | $ | (0.22 | ) | ||||||||||||
Shares used in per share calculateion | |||||||||||||||||||||||||||||||||
Basic | 58,878 | 58,785 | 58,646 | 58,086 | 60,144 | 60,139 | 59,975 | 59,676 | |||||||||||||||||||||||||
Diluted | 58,878 | 58,785 | 58,646 | 58,086 | 61,487 | 60,820 | 60,475 | 59,676 | |||||||||||||||||||||||||
(1) The increase for the quarter ended September 29, 2013 and December 29, 2013 are mainly due to the acquisition of the MCA business | |||||||||||||||||||||||||||||||||
(2) The decrease for the quarter ended December 29, 2013 is due to $5.3M higher realized, unrealized loss on foreign currency transactions in the fourth quarter of fiscal 2013 | |||||||||||||||||||||||||||||||||
(3) The gain for the quarter ended September 29, 2013 and December 29, 2013, relates to the gain and related adjustments on acquistion of the MCA business. The accounting guidance requires that the economic gain resulting from the fair value received being greater than the consideration paid to acquire the net assets to be recorded as an one-time gain included in earnings. |
Schedule_I_Condensed_Financial1
Schedule I - Condensed Financial Information Of Registrant (Tables) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | ||||||||||||
Condensed Balance Sheet [Table Text Block] | ' | ||||||||||||
Years Ended | |||||||||||||
December 29, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Assets | |||||||||||||
Investment in subsidiaries | $ | 537,460 | $ | 561,774 | $ | 521,163 | |||||||
Total assets | $ | 537,460 | $ | 561,774 | $ | 521,163 | |||||||
Equity | |||||||||||||
Spansion Inc. Stockholders’ equity: | |||||||||||||
Capital stock: | |||||||||||||
New Class A common stock, $0.001 par value, 150,000,000 shares authorized, 58,882,949 shares issued and outstanding | 59 | 58 | 60 | ||||||||||
New Class B common stock, $0.001 par value, 1 share authorized, 1 share issued and outstanding | - | - | - | ||||||||||
New preferred stock, $0.001 par value, 50,000,000 shares authorized, 0 shares issued and outstanding | - | - | - | ||||||||||
Additional paid-in capital | 747,393 | 690,891 | 675,309 | ||||||||||
Accumulated deficit | (205,959 | ) | (127,691 | ) | (152,578 | ) | |||||||
Accumulated other comprehensive loss | (4,033 | ) | (1,484 | ) | (1,628 | ) | |||||||
Total equity | $ | 537,460 | $ | 561,774 | $ | 521,163 | |||||||
Condensed Income Statement [Table Text Block] | ' | ||||||||||||
Years Ended | |||||||||||||
December 29, | December 30, | December 25, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Equity in undistributed earnings of subsidiary | |||||||||||||
$ | (78,268 | ) | $ | 24,887 | $ | (55,886 | ) | ||||||
Net income (loss) | $ | (78,268 | ) | $ | 24,887 | $ | (55,886 | ) | |||||
Comprehensive Income (Loss) [Table Text Block] | ' | ||||||||||||
Years Ended | |||||||||||||
December | December | December | |||||||||||
29, 2013 | 30, 2012 | 25, 2011 | |||||||||||
Net income (loss) | $ | (78,268 | ) | $ | 24,384 | $ | (55,548 | ) | |||||
Other comprehensive loss, net of tax: | |||||||||||||
Net foreign currency translation adjustment | (1,350 | ) | (1,057 | ) | (831 | ) | |||||||
Gain on recovery from impaired investments | (1,200 | ) | 1,200 | - | |||||||||
Net unrealized gain on cash flow hedges: | |||||||||||||
Net unrealized hedge gain arising during the period | 15,714 | 741 | - | ||||||||||
Net gain reclassified into earnings for cash flow hedge (ineffective portion) | (2,415 | ) | - | - | |||||||||
Net gain reclassified into earnings for cash flow hedge (effective portion) | (13,298 | ) | (740 | ) | - | ||||||||
Net unrealized gain on cash flow hedges | 1 | 1 | - | ||||||||||
Other comprehensive income (loss), net of tax: | (2,549 | ) | 144 | (831 | ) | ||||||||
Total comprehensive income (loss) | $ | (80,817 | ) | $ | 24,528 | $ | (56,379 | ) | |||||
Less: Comprehensive income (loss) attributable to noncontrolling interest | - | (503 | ) | 338 | |||||||||
Comprehensive income (loss) attributable to Spansion Inc. common stockholders | $ | (80,817 | ) | $ | 25,031 | $ | (56,717 | ) | |||||
Condensed Cash Flow Statement [Table Text Block] | ' | ||||||||||||
Years Ended | |||||||||||||
December | December | December | |||||||||||
29, 2013 | 30, 2012 | 25, 2011 | |||||||||||
Cash Flows from Operating Activities: | |||||||||||||
Net income (loss) | $ | (78,268 | ) | $ | 24,887 | $ | (55,886 | ) | |||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||||
Equity in undistributed earnings of subsidiary | 78,268 | (24,887 | ) | 55,886 | |||||||||
Net cash used in operating activities | $ | - | $ | - | $ | - | |||||||
Cash Flows from Investing Activities: | |||||||||||||
Investment in subsidiary | (2,693 | ) | (1,588 | ) | (5,386 | ) | |||||||
Distribution from subsidiary | - | 24,450 | 70,989 | ||||||||||
Net cash provided by (used by) investing activities | (2,693 | ) | 22,862 | 65,603 | |||||||||
Cash Flows from Financing Activities: | |||||||||||||
Proceeds from issuance of common stock, net of offering costs | 2,693 | 1,588 | 5,386 | ||||||||||
Purchase of bankruptcy claims | - | (24,450 | ) | (70,989 | ) | ||||||||
Net cash provided by (used in) financing activities | 2,693 | (22,862 | ) | (65,603 | ) | ||||||||
Net (decrease) increase in cash and cash equivalents | - | - | - | ||||||||||
Cash and cash equivalents at the beginning of period | - | - | - | ||||||||||
Cash and cash equivalents at end of period | $ | - | $ | - | $ | - |
Note_1_Nature_of_Operations_De
Note 1. Nature of Operations (Details) (USD $) | 7 Months Ended | 1 Months Ended | |
In Thousands, unless otherwise specified | Aug. 01, 2013 | Aug. 01, 2013 | Aug. 01, 2013 |
Net of Cash Acquired [Member] | Fujitsu Semiconductor Limited [Member] | ||
Fujitsu Semiconductor Limited [Member] | |||
Note 1. Nature of Operations (Details) [Line Items] | ' | ' | ' |
Business Combination, Consideration Transferred | $158,543 | $150,000 | $158,500 |
Note_2_Summary_of_Significant_2
Note 2. Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 29, 2013 | Aug. 26, 2013 | Aug. 26, 2013 |
2.00 % Senior Exchangeable Notes [Member] | Spansion LLC [Member] | ||
Spansion LLC [Member] | 2.00 % Senior Exchangeable Notes [Member] | ||
Note 2. Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' |
Convertible Debt (in Dollars) | ' | ' | $150 |
Debt Instrument, Interest Rate, Stated Percentage | ' | 2.00% | ' |
Income Tax Examination Likelihood Of Being Sustained Upon Examination | 50.00% | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ' | ' |
Note_2_Summary_of_Significant_3
Note 2. Summary of Significant Accounting Policies (Details) - Useful Lives | 12 Months Ended |
Dec. 29, 2013 | |
Machinery and Equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '2 years |
Machinery and Equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '7 years |
Building and Building Improvements [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '5 years |
Building and Building Improvements [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '26 years |
Note_2_Summary_of_Significant_4
Note 2. Summary of Significant Accounting Policies (Details) - Earnings per Share Calculation (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Mar. 25, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Note 2. Summary of Significant Accounting Policies (Details) - Earnings per Share Calculation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) (in Dollars) | ($23,698) | ($36,904) | ($3,231) | ($14,435) | $6,868 | $5,140 | $25,997 | ($13,119) | ($78,268) | $24,887 | ($55,886) |
Denominator for basic net income per share, weighted average shares | 58,878 | 58,785 | 58,646 | 58,086 | 60,144 | 60,139 | 59,975 | 59,676 | 58,599 | 59,984 | 61,338 |
Denominator for diluted net income per share, weighted average shares | 58,878 | 58,785 | 58,646 | 58,086 | 61,487 | 60,820 | 60,475 | 59,676 | 58,599 | 61,021 | 61,338 |
Basic net income (loss) per share (in Dollars per share) | ($0.40) | ($0.63) | ($0.06) | ($0.25) | $0.11 | $0.09 | $0.43 | ($0.22) | ($1.34) | $0.41 | ($0.91) |
Diluted net income (loss)per share (in Dollars per share) | ($0.40) | ($0.63) | ($0.06) | ($0.25) | $0.11 | $0.08 | $0.43 | ($0.22) | ($1.34) | $0.41 | ($0.91) |
Employee Stock Option [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2. Summary of Significant Accounting Policies (Details) - Earnings per Share Calculation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2. Summary of Significant Accounting Policies (Details) - Earnings per Share Calculation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,036 | ' |
RSUs and Options [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2. Summary of Significant Accounting Policies (Details) - Earnings per Share Calculation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
- RSUs, Options and conversions of senior exchangeable notes | ' | ' | ' | ' | ' | ' | ' | ' | 5,037 | 7,530 | 1,374 |
Convertible Debt Securities [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2. Summary of Significant Accounting Policies (Details) - Earnings per Share Calculation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
- RSUs, Options and conversions of senior exchangeable notes | ' | ' | ' | ' | ' | ' | ' | ' | 3,714 | ' | ' |
Note_3_Acquisition_Details
Note 3. Acquisition (Details) (USD $) | 7 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||||
Aug. 01, 2013 | Dec. 29, 2013 | Aug. 01, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Aug. 01, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | |
Net of Cash Acquired [Member] | Fujitsu Semiconductor Limited [Member] | Fujitsu Semiconductor Limited [Member] | Fujitsu Semiconductor Limited [Member] | Fujitsu Semiconductor Limited [Member] | Fujitsu Semiconductor Limited [Member] | Fujitsu Semiconductor Limited [Member] | Minimum [Member] | Maximum [Member] | |||
Fujitsu Semiconductor Limited [Member] | Developed Technology [Member] | In Process Research and Development [Member] | Customer Relationships [Member] | Fujitsu Semiconductor Limited [Member] | Fujitsu Semiconductor Limited [Member] | ||||||
In Process Research and Development [Member] | In Process Research and Development [Member] | ||||||||||
Note 3. Acquisition (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred | $158,543,000 | ' | $150,000,000 | ' | ' | ' | $158,500,000 | ' | ' | ' | ' |
Business Combination, Acquisition Related Costs | ' | ' | ' | ' | ' | ' | ' | ' | 13,500,000 | ' | ' |
Business Combination, Bargain Purchase, Gain Recognized, Amount | 7,950,000 | 7,950,000 | ' | ' | ' | ' | ' | ' | 7,900,000 | ' | ' |
Fair Value Inputs, Discount Rate | ' | ' | ' | 24.00% | 26.00% | 24.00% | ' | ' | ' | ' | ' |
Development period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | '3 years |
Business Combination, Consideration Transferred, Liabilities Incurred | ' | ' | ' | ' | ' | ' | ' | ' | 8,800,000 | ' | ' |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | ' | ' | ' | ' | ' | ' | ' | $222,800,000 | ' | ' | ' |
Note_3_Acquisition_Details_Pre
Note 3. Acquisition (Details) - Preliminary Allocation of Purchase Price to Net Assets Acquired (USD $) | 7 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Aug. 01, 2013 | Dec. 29, 2013 |
Note 3. Acquisition (Details) - Preliminary Allocation of Purchase Price to Net Assets Acquired [Line Items] | ' | ' |
Cash | $8,595 | ' |
Restricted cash | 23,923 | ' |
Accounts receivable | 1,534 | ' |
Inventory | 104,300 | ' |
Property and equipment, net | 12,143 | ' |
Developed technology | ' | ' |
Deferred tax liability | -3,739 | ' |
Gain on acquisition of Microcontroller and Analog business | -7,950 | -7,950 |
Total Purchase Consideration | 158,543 | ' |
Japan Pension Related Underfunded Liability [Member] | ' | ' |
Developed technology | ' | ' |
Liabilities | -23,923 | ' |
Japan Employees Compensation And Benefits Liability [Member] | ' | ' |
Developed technology | ' | ' |
Liabilities | -8,840 | ' |
Automotive Microcontrollers [Member] | Developed Technology [Member] | ' | ' |
Developed technology | ' | ' |
Intangible Assets, Fair Value | 10,500 | ' |
Consumer Microcontrollers [Member] | Developed Technology [Member] | ' | ' |
Developed technology | ' | ' |
Intangible Assets, Fair Value | 5,900 | ' |
Analog [Member] | Developed Technology [Member] | ' | ' |
Developed technology | ' | ' |
Intangible Assets, Fair Value | 12,700 | ' |
In Process Research and Development [Member] | ' | ' |
Developed technology | ' | ' |
Intangible Assets, Fair Value | 500 | ' |
Customer Relationships [Member] | ' | ' |
Developed technology | ' | ' |
Intangible Assets, Fair Value | 18,800 | ' |
Trademarks [Member] | ' | ' |
Developed technology | ' | ' |
Intangible Assets, Fair Value | 2,700 | ' |
Trade Names [Member] | ' | ' |
Developed technology | ' | ' |
Intangible Assets, Fair Value | $1,400 | ' |
Note_3_Acquisition_Details_Pro
Note 3. Acquisition (Details) - Pro Forma Consolidated Results of Operations (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 |
Pro Forma Consolidated Results of Operations [Abstract] | ' | ' |
Net sales | $1,261,221 | $1,518,020 |
Net income (loss) | ($178,115) | ($227,079) |
Basic | ($3.04) | ($3.79) |
Diluted | ($3.04) | ($3.79) |
Note_4_Balance_Sheet_Component2
Note 4. Balance Sheet Components (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Note 4. Balance Sheet Components (Details) [Line Items] | ' | ' | ' |
Cash, Cash Equivalents, and Short-term Investments | $311.50 | $313.90 | ' |
Depreciation | 51.6 | 67.3 | 124.9 |
Cash Available Inside the USA [Member] | ' | ' | ' |
Note 4. Balance Sheet Components (Details) [Line Items] | ' | ' | ' |
Cash, Cash Equivalents, and Short-term Investments | 298.3 | 303.1 | ' |
Outside The United States Of America [Member] | ' | ' | ' |
Note 4. Balance Sheet Components (Details) [Line Items] | ' | ' | ' |
Cash, Cash Equivalents, and Short-term Investments | $13.20 | $10.80 | ' |
Note_4_Balance_Sheet_Component3
Note 4. Balance Sheet Components (Details) - Balance Sheet Components (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | Dec. 26, 2010 |
In Thousands, unless otherwise specified | ||||
Cash and cash equivalents: | ' | ' | ' | ' |
Cash | $282,163 | $258,126 | ' | ' |
Cash equivalents: | ' | ' | ' | ' |
Money market funds | 3,906 | 1,181 | ' | ' |
Cash and cash equivalents | 286,069 | 262,177 | 194,850 | 329,294 |
Short term investments | ' | ' | ' | ' |
Commercial Paper | ' | 14,980 | ' | ' |
Time Deposit | 14,045 | ' | ' | ' |
Short term investments | 25,428 | 51,720 | ' | ' |
Account receivable | ' | ' | ' | ' |
Accounts receivable, gross | 178,252 | 107,127 | ' | ' |
Allowance for doubtful accounts | -414 | -263 | ' | ' |
Account receivable, net | 177,838 | 106,864 | ' | ' |
Inventories | ' | ' | ' | ' |
Raw materials | 11,056 | 8,647 | ' | ' |
Work-in-process | 176,601 | 149,722 | ' | ' |
Finished goods | 66,497 | 23,823 | ' | ' |
Inventories | 254,154 | 182,192 | ' | ' |
Property, plant and equipment, net | ' | ' | ' | ' |
Land | 45,168 | 45,168 | ' | ' |
Buildings and leasehold improvements | 61,923 | 59,807 | ' | ' |
Equipment | 385,679 | 341,129 | ' | ' |
Construction in progress | 19,734 | 11,694 | ' | ' |
Accumulated depreciation and amortization | -326,999 | -281,069 | ' | ' |
Property, plant and equipment, net | 185,505 | 176,728 | ' | ' |
Other Long Term Assets | ' | ' | ' | ' |
Long Term License | 30,273 | 10,002 | ' | ' |
Others | 29,935 | 29,169 | ' | ' |
Other Long Term Assets | 60,208 | 39,171 | ' | ' |
Accrued Compensation and Benefits | ' | ' | ' | ' |
Accrued Vacation | 11,077 | 9,404 | ' | ' |
MCA business employee obligation | 22,406 | ' | ' | ' |
Others | 24,393 | 16,676 | ' | ' |
Accrued Compensation and Benefits | 57,876 | 26,080 | ' | ' |
Accrued Liabilities | ' | ' | ' | ' |
Short Term License Liability | 13,003 | 3,377 | ' | ' |
Litigation reserve | 20,419 | ' | ' | ' |
Others | 52,930 | 26,536 | ' | ' |
Accrued Liabilities | 86,352 | 29,913 | ' | ' |
Cash and Cash Equivalents [Member] | ' | ' | ' | ' |
Cash equivalents: | ' | ' | ' | ' |
FDIC insured certificates of deposit | ' | 2,870 | ' | ' |
Short-term Investments [Member] | ' | ' | ' | ' |
Cash equivalents: | ' | ' | ' | ' |
FDIC insured certificates of deposit | $11,383 | $36,740 | ' | ' |
Note_5_Accumulated_Other_Compr2
Note 5. Accumulated Other Comprehensive Loss (Details) - Accumulated Other Comprehensive Loss, Net of Tax (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |
Total | ($1,484) | ' | ' | |
Other comprehensive income before reclassification, net of tax | -1,350 | -1,057 | -831 | |
Other comprehensive income before reclassification, net of tax | 15,714 | 741 | ' | |
Other comprehensive income before reclassification, net of tax | 14,364 | ' | ' | |
Amounts reclassified to earnings (ineffective portion) | -2,415 | ' | ' | |
Amounts reclassified to earnings (effective portion) | 13,298 | 740 | ' | |
Amounts reclassified on gain on recovery from impaired investments to earnings | -1,200 | ' | ' | |
Net other comprehensive loss | -1,350 | -1,057 | -831 | |
Net other comprehensive loss | 1 | 1 | ' | |
Net other comprehensive loss | -2,549 | 144 | -831 | |
Total | -4,033 | -1,484 | ' | |
Accumulated Translation Adjustment [Member] | ' | ' | ' | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |
Foreign Currency Translation Adjustment | -2,685 | ' | ' | |
Other comprehensive income before reclassification, net of tax | -1,350 | ' | ' | |
Net other comprehensive loss | -1,350 | ' | ' | |
Foreign Currency Translation Adjustment | -4,035 | ' | ' | |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Ineffective Portion [Member] | ' | ' | ' | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |
Amounts reclassified to earnings (ineffective portion) | -2,415 | [1] | ' | ' |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Effective Portion [Member] | ' | ' | ' | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |
Amounts reclassified to earnings (effective portion) | -13,298 | [2] | ' | ' |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ' | ' | ' | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |
Net Gains and Losses on Cash Flow Hedges | 1 | ' | ' | |
Other comprehensive income before reclassification, net of tax | 15,714 | ' | ' | |
Net other comprehensive loss | 1 | ' | ' | |
Net Gains and Losses on Cash Flow Hedges | 2 | ' | ' | |
Accumulated Net Unrealized Investment Gain (Loss) [Member] | ' | ' | ' | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |
Unrealized Gains and Losses on Available-for-Sale Securities | 1,200 | ' | ' | |
Amounts reclassified on gain on recovery from impaired investments to earnings | -1,200 | ' | ' | |
Net other comprehensive loss | -1,200 | ' | ' | |
Unrealized Gains and Losses on Available-for-Sale Securities | 0 | ' | ' | |
Ineffective Portion [Member] | ' | ' | ' | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |
Amounts reclassified to earnings (ineffective portion) | -2,415 | ' | ' | |
Effective Portion [Member] | ' | ' | ' | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |
Amounts reclassified to earnings (effective portion) | ($13,298) | ' | ' | |
[1] | Reclassified into Interest and Other Income (expense), net line item of the Consolidated Statement of Operations. Please see Note 16 for further details on the ineffective portion of the cash flow hedges. | |||
[2] | Reclassified into Net Sales line item of the Consolidated Statement of Operations. Please see Note 16 for further details. |
Note_6_Equity_Incentive_Plan_a2
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||
Jan. 01, 2013 | Jan. 01, 2012 | Jan. 01, 2011 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Jun. 30, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Jun. 30, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | |
Successor [Member] | Successor [Member] | Successor [Member] | Anniversary Of Grant Date [Member] | Monthly After Anniversary Of Grant Date Member | Quarterly Basis [Member] | Quarterly Basis [Member] | Quarterly Basis [Member] | Two Thousand Ten Plan [Member] | Employee Stock Option [Member] | Restricted Stock Units (RSUs) [Member] | Key Executive Rsu [Member] | Key Executive Rsu [Member] | Performance Stock Units [Member] | RSUs and Options [Member] | Non Employee Directors [Member] | Two Thousand Ten Plan [Member] | Shares Granted In Fiscal 2010 And Fiscal 2011 [Member] | Shares Granted In Fiscal 2012 [Member] | Shares Granted In First Quarter Of Fiscal 2012 [Member] | Shares Granted In First Half Of Fiscal 2013 [Member] | Minimum [Member] | Maximum [Member] | |||||||
If Stock Option Is Granted To A Person Who Has More Than 10 Percent Of Total Combined Voting Power Of All Classes Of Stock [Member] | Minimum [Member] | New Hire [Member] | Employee Stock Option [Member] | Restricted Stock Units (RSUs) [Member] | Shares Granted In Fiscal 2010 And Fiscal 2011 [Member] | Shares Granted In First Quarter Of Fiscal 2012 [Member] | Shares Granted In First Quarter Of Fiscal 2012 [Member] | Shares Granted In First Quarter Of Fiscal 2012 [Member] | |||||||||||||||||||||
Minimum [Member] | Non Employee Directors [Member] | Non Employee Directors [Member] | |||||||||||||||||||||||||||
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Reserved for Options And Restricted Stock Or RSU Awards (in Shares) | ' | ' | ' | ' | ' | ' | ' | 6,580,240 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Reserved For Restricted Stock Or RSU Awards (in Dollars) | ' | ' | ' | ' | ' | ' | ' | $3,290,120 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ceiling Of Annual Increase To Number Of Shares Under Stock Plan (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Percentage Of Outstanding Shares For Annual Increase | 4.50% | 6.00% | 7.00% | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation Annual Increase To Number Of Shares, Under Stock Plan (in Shares) | 2,577,033 | 3,560,245 | 4,321,911 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Term Of Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Stock Option Excercise Price To Fair Market Value Of Common Stock | ' | ' | ' | ' | ' | ' | 110.00% | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Minimum Voting Power | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'One third | '1/36 | 'one twelfth | 'one twelfth | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Payment Award Vesting Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | '3 years | '3 years | ' | ' | '4 years | ' | ' | ' | ' | '2 years | ' | ' | '3 years | ' | ' | ' | ' |
Number Of Substantially Equal Annual Installment Of RSU Awards Vesting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | 4 | 3 | ' | ' | ' | ' |
Percentage Of Initial Restricted Stock Or RSU Awards Vested Immediately | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Initial Restricted Stock Or RSU Awards Vested Immediately (in Shares) | ' | ' | ' | ' | ' | ' | ' | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance Period For Key Executive Restricted Stock Or RSU Awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | '3 years | ' | '3 years | '2 years | ' | ' | ' |
Share Based Compensation Minimum Percentage Of Key Executive Restricted Stock Or RSU Awards Vested | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' |
Share Based Compensation Maximum Percentage Of Key Executive Restricted Stock Or RSU Awards Vested | ' | ' | ' | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% |
Percentage Of Key Executive Restricted Stock Or RSU Awards Subject To Performance Goals | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Key Executive RSUs Vested | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation, Minimum Percentage Of Performance-Based Stock Awards Which Are Relating To Total Shareholders Return | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' |
Share-Based Compensation, Maximum Percentage Of Performance-Based Stock Awards Which Are Relating To Total Shareholders Return | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' |
Performance Period For Performance Stock Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '18 months | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | ' | ' | ' | 28,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Payment Award Weighted Average Vesting Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 156 days | ' | ' | ' | ' | '1 year 18 days | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options (in Dollars) | ' | ' | ' | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars) | ' | ' | ' | $14,300,000 | $13,500,000 | $8,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_6_Equity_Incentive_Plan_a3
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - Total Recorded Stock-based Compensation Expense (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense after income taxes | $30,687 | $34,363 | $19,197 |
Cost of Sales [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense before income taxes | 5,900 | 6,790 | 3,152 |
Research and Development Expense [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense before income taxes | 9,340 | 8,696 | 4,472 |
Selling, General and Administrative Expenses [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense before income taxes | $15,447 | $18,877 | $11,573 |
Note_6_Equity_Incentive_Plan_a4
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - Weighted Average Fair Value of Stock Options Granted (USD $) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | |
Weighted Average Fair Value of Stock Options Granted [Abstract] | ' | ' | ' |
Weighted average fair value of stock options granted | $4.68 | $4.20 | $8.62 |
Note_6_Equity_Incentive_Plan_a5
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - Valuation Assumption - Stock Options | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | |
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - Valuation Assumption - Stock Options [Line Items] | ' | ' | ' |
Dividend yield | 0.00% | ' | ' |
Employee Stock Option [Member] | ' | ' | ' |
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - Valuation Assumption - Stock Options [Line Items] | ' | ' | ' |
Expected volatility | 46.19% | 50.84% | 56.18% |
Risk-free interest rate | 1.02% | 0.64% | 1.45% |
Expected term (in years) | '4 years 127 days | '4 years 127 days | '4 years 127 days |
Dividend yield | 0.00% | 0.00% | 0.00% |
Note_6_Equity_Incentive_Plan_a6
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - Valuation Assumption - Performance Stock Units (USD $) | 12 Months Ended | |||
Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 25, 2011 | |
Performance Stock Units [Member] | Performance Stock Units [Member] | Performance Stock Units [Member] | ||
Minimum [Member] | Maximum [Member] | |||
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - Valuation Assumption - Performance Stock Units [Line Items] | ' | ' | ' | ' |
Range of stock price on grant date (in Dollars per share) | ' | ' | $11.50 | $11.97 |
Range of expected volatility | ' | ' | 36.01% | 50.90% |
Risk-free interest rate | ' | 0.21% | ' | ' |
Dividend yield | 0.00% | 0.00% | ' | ' |
Note_6_Equity_Incentive_Plan_a7
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - Shares Available for Grant | 0 Months Ended | 12 Months Ended | ||||||||||||||
Jan. 01, 2013 | Jan. 01, 2012 | Jan. 01, 2011 | Dec. 25, 2011 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 30, 2012 | Dec. 25, 2011 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | |
Employee Stock Option [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Key Executive Rsu [Member] | Key Executive Rsu [Member] | Key Executive Rsu [Member] | Key Executive Rsu [Member] | Performance Stock Units [Member] | Performance Stock Units [Member] | Two Thousand Ten Equity Incentive Award Plan [Member] | Two Thousand Ten Equity Incentive Award Plan [Member] | Two Thousand Ten Equity Incentive Award Plan [Member] | ||||
Two Thousand Ten Equity Incentive Award Plan [Member] | Two Thousand Ten Equity Incentive Award Plan [Member] | Two Thousand Ten Equity Incentive Award Plan [Member] | Two Thousand Ten Equity Incentive Award Plan [Member] | Two Thousand Ten Equity Incentive Award Plan [Member] | Two Thousand Ten Equity Incentive Award Plan [Member] | Two Thousand Ten Equity Incentive Award Plan [Member] | ||||||||||
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - Shares Available for Grant [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for grant under the 2010 plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,103,450 | 2,150,354 | 511,731 |
Annual increase | 2,577,033 | 3,560,245 | 4,321,911 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,577,033 | 3,560,245 | 4,321,911 |
Stock options granted, net of forfeitures/cancellations | ' | ' | ' | -1,779,266 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -180,271 | -2,478,327 | ' |
Awards other than options granted, net of forfeitures/cancellations | ' | ' | ' | ' | -824,644 | -1,028,600 | -763,988 | 36,836 | -1,100,222 | -1,100,222,000 | -376,000,000 | -362,000 | -406,000,000 | ' | ' | -140,034 |
Shares reserved for grant under the 2010 plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,350,404 | 1,103,450 | 2,150,354 |
Note_6_Equity_Incentive_Plan_a8
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - Stock Option Activities (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | Dec. 26, 2010 |
Stock Option Activities [Abstract] | ' | ' | ' | ' |
Shares, Outstanding as of | 6,542,929 | 6,641,892 | 4,295,794 | 3,027,943 |
Exercise Price, Outstanding as of | $13.03 | $13.06 | $14.97 | $10.93 |
Contractual Life, Outstanding as of | '4 years 153 days | '5 years 124 days | '5 years 237 days | '6 years 146 days |
Value, Outstanding as of | $14,061 | $15,228 | ' | $27,875 |
Exercisable as of December 29, 2013 | 4,866,265 | ' | ' | ' |
Exercisable as of December 29, 2013 | $13.61 | ' | ' | ' |
Exercisable as of December 29, 2013 | '4 years 25 days | ' | ' | ' |
Exercisable as of December 29, 2013 | 9,673 | ' | ' | ' |
Shares, Granted | 644,000 | 2,747,400 | 2,490,610 | ' |
Exercise Price, Granted | $11.47 | $10.04 | $18.75 | ' |
Shares, Forfeited | -463,729 | -269,073 | -711,344 | ' |
Exercise Price, Forfeited | $13.26 | $13.91 | $14.21 | ' |
Shares, Exercised | -279,234 | -132,229 | -511,415 | ' |
Exercise Price, Exercised | $9.65 | $10.48 | $10.51 | ' |
Value, Exercised | $688 | $262 | $4,681 | ' |
Note_6_Equity_Incentive_Plan_a9
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - RSU Award Activities (USD $) | 12 Months Ended | |||
Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | Dec. 26, 2010 | |
RSUs [Member] | ' | ' | ' | ' |
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - RSU Award Activities [Line Items] | ' | ' | ' | ' |
Shares, Unvested as of December | 2,384,712,000 | 2,518,916,000 | 2,143,035,000 | 1,841,559,000 |
Amount, Unvested as of December | $14.01 | $13.72 | $14.94 | $11.12 |
Shares, Granted | 1,137,388,000 | 1,328,143,000 | 1,160,345,000 | ' |
Amount, Granted | $12.33 | $10.37 | $19.17 | ' |
Shares, Forfeited | -312,744,000 | -299,543,000 | -396,357,000 | ' |
Amount, Forfeited | $12.70 | $13.37 | $13.78 | ' |
Shares, Vested | -958,848,000 | -652,719,000 | -462,512,000 | ' |
Amount, Vested | $11.67 | $11.10 | $11.32 | ' |
Key Executive Rsu [Member] | ' | ' | ' | ' |
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - RSU Award Activities [Line Items] | ' | ' | ' | ' |
Shares, Unvested as of December | 974,286,000 | 1,792,171,000 | 969,956,000 | 1,127,015,000 |
Amount, Unvested as of December | $12.40 | $12.02 | $13.71 | $10.51 |
Shares, Granted | ' | 1,100,222,000 | 376,000,000 | ' |
Amount, Granted | ' | $10.04 | $19.64 | ' |
Shares, Forfeited | -36,836,000 | ' | -235,966,000 | ' |
Amount, Forfeited | $12.53 | ' | $11.90 | ' |
Shares, Vested | -781,049,000 | -278,007,000 | -297,093,000 | ' |
Amount, Vested | $11.52 | $10.06 | $10.51 | ' |
Performance Stock Units [Member] | ' | ' | ' | ' |
Note 6. Equity Incentive Plan and Stock-Based Compensation (Details) - RSU Award Activities [Line Items] | ' | ' | ' | ' |
Shares, Unvested as of December | 362,000,000 | ' | ' | ' |
Amount, Unvested as of December | $7.38 | ' | ' | ' |
Shares, Granted | 406,000,000 | ' | ' | ' |
Amount, Granted | $7.38 | ' | ' | ' |
Shares, Forfeited | -44,000,000 | ' | ' | ' |
Amount, Forfeited | $7.40 | ' | ' | ' |
Note_7_Concentration_of_Credit1
Note 7. Concentration of Credit Risk (Details) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | |
Two Customers [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ' | ' | ' |
Note 7. Concentration of Credit Risk (Details) [Line Items] | ' | ' | ' |
Concentration Risk, Percentage | 39.00% | ' | ' |
One Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ' | ' | ' |
Note 7. Concentration of Credit Risk (Details) [Line Items] | ' | ' | ' |
Concentration Risk, Percentage | ' | 25.00% | ' |
Fujitsu Semiconductor Limited [Member] | Distributor Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | ' | ' | ' |
Note 7. Concentration of Credit Risk (Details) [Line Items] | ' | ' | ' |
Concentration Risk, Percentage | 39.00% | 33.00% | 29.00% |
Note_8_Intangible_Assets_and_G2
Note 8. Intangible Assets and Goodwill (Details) (Fujitsu Semiconductor Limited [Member], USD $) | Aug. 01, 2013 |
In Millions, unless otherwise specified | |
Fujitsu Semiconductor Limited [Member] | ' |
Note 8. Intangible Assets and Goodwill (Details) [Line Items] | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $52.50 |
Note_8_Intangible_Assets_and_G3
Note 8. Intangible Assets and Goodwill (Details) - Goodwill (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill [Abstract] | ' | ' |
Goodwill | $166,422 | $166,931 |
Note_8_Intangible_Assets_and_G4
Note 8. Intangible Assets and Goodwill (Details) - Intangible Assets (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross amount | $211,337 | $213,014 | ||
Additions | 52,500 | ' | ||
Accumulated amortization | -95,888 | -63,861 | ||
Net amount | 167,949 | 149,153 | ||
Developed Technology [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross amount | 111,376 | 111,376 | ||
Additions | 29,100 | ' | ||
Accumulated amortization | -53,661 | -35,386 | ||
Net amount | 86,815 | 75,990 | ||
Customer Relationships [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross amount | 91,709 | 93,264 | ||
Additions | 18,800 | ' | ||
Accumulated amortization | -36,366 | -25,191 | ||
Net amount | 74,143 | 68,073 | ||
Trade Names [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross amount | 8,252 | 8,374 | ||
Additions | 1,400 | ' | ||
Accumulated amortization | -5,719 | -3,284 | ||
Net amount | 3,933 | 5,090 | ||
Trademarks [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Additions | 2,700 | ' | ||
Accumulated amortization | -142 | ' | ||
Net amount | 2,558 | ' | ||
In Process Research and Development [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross amount | ' | [1] | ' | [1] |
Additions | 500 | [1] | ' | |
Accumulated amortization | ' | [1] | ' | [1] |
Net amount | $500 | [1] | ' | [1] |
Minimum [Member] | Developed Technology [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Estimated range of lives | '5 years | ' | ||
Minimum [Member] | Customer Relationships [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Estimated range of lives | '5 years | ' | ||
Minimum [Member] | Trade Names [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Estimated range of lives | '6 months | ' | ||
Minimum [Member] | Trademarks [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Estimated range of lives | '7 years | ' | ||
Maximum [Member] | Developed Technology [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Estimated range of lives | '10 years | ' | ||
Maximum [Member] | Customer Relationships [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Estimated range of lives | '10 years | ' | ||
Maximum [Member] | Trade Names [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Estimated range of lives | '7 years | ' | ||
Maximum [Member] | Trademarks [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Estimated range of lives | '8 years | ' | ||
[1] | All the IP R&D projects are expected to be transferred to developed technology by the first quarter of fiscal 2016 |
Note_8_Intangible_Assets_and_G5
Note 8. Intangible Assets and Goodwill (Details) - Actual Amortization Expense (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Actual Amortization Expense [Abstract] | ' | ' | ' |
Amortization Expense | $32,026 | $27,605 | $23,541 |
Note_8_Intangible_Assets_and_G6
Note 8. Intangible Assets and Goodwill (Details) - Estimated Future Amortization Expense (USD $) | Dec. 29, 2013 |
In Thousands, unless otherwise specified | |
Estimated Future Amortization Expense [Abstract] | ' |
Fiscal 2014 | $34,987 |
Fiscal 2015 | 35,704 |
Fiscal 2016 | 35,871 |
Fiscal 2017 | 24,886 |
Fiscal 2018 and beyond | 36,001 |
Total | $167,449 |
Note_9_Impairment_of_LongLived1
Note 9. Impairment of Long-Lived Assets including Acquisition-Related Intangible Assets (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 25, 2011 |
Disclosure Text Block Supplement [Abstract] | ' |
Asset Impairment Charges Relating to Disopsal of Asset | $19.50 |
Note_10_Related_Party_Transact1
Note 10. Related Party Transactions (Details) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | Apr. 30, 2011 |
In Millions, unless otherwise specified | SLS Spansion Holdings LLC [Member] | SLS Spansion Holdings LLC [Member] | SL Capital Appreciation Fund LLC Silver Lake Sumeru Fund LP And Silver Lake Credit Fund LP [Member] |
Greater Than [Member] | Greater Than [Member] | ||
Note 10. Related Party Transactions (Details) [Line Items] | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | 10.00% | ' |
Aggregate Purchase Price O fRights (in Dollars) | ' | ' | $29 |
Note_11_Financing_arrangements2
Note 11. Financing arrangements (Details) (USD $) | 1 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 19, 2013 | Nov. 09, 2010 | Feb. 09, 2010 | Dec. 26, 2010 | Dec. 29, 2013 | Dec. 30, 2012 | 16-May-11 | 10-May-10 | Jan. 21, 2014 | Jan. 21, 2014 | Dec. 29, 2013 | Sep. 27, 2013 | Dec. 19, 2013 | 16-May-11 | Dec. 19, 2013 | Sep. 27, 2013 | Dec. 19, 2013 | 16-May-11 | 10-May-10 | Dec. 19, 2013 | Dec. 13, 2013 | Dec. 13, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Aug. 26, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Aug. 26, 2013 | Dec. 30, 2012 | Dec. 19, 2013 | Dec. 29, 2013 | Dec. 13, 2012 | Dec. 30, 2012 | Dec. 26, 2010 | Dec. 29, 2013 | Dec. 13, 2013 | Sep. 27, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Sep. 27, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Capped Call Transactions [Member] | Scenario, Previously Reported [Member] | Scenario, Previously Reported [Member] | Scenario, Previously Reported [Member] | Scenario, Previously Reported [Member] | Scenario, Adjustment [Member] | Scenario, Adjustment [Member] | Scenario, Adjustment [Member] | Scenario, Adjustment [Member] | Scenario, Adjustment [Member] | Letter of Credit [Member] | Swing Line Sub-facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Senior Convertible Notes [Member] | Senior Convertible Notes [Member] | Senior Notes [Member] | 2.00 % Senior Exchangeable Notes [Member] | Senior Unsecured Notes [Member] | Senior Unsecured Notes [Member] | Senior Unsecured Notes [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | 2012 Revolving Credit Facility [Member] | 2012 Revolving Credit Facility [Member] | 2012 Revolving Credit Facility [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | |||||||||
Senior Unsecured Notes [Member] | 2012 Revolving Credit Facility [Member] | Minimum [Member] | 2012 Revolving Credit Facility [Member] | Maximum [Member] | 2012 Revolving Credit Facility [Member] | 2012 Revolving Credit Facility [Member] | 2012 Revolving Credit Facility [Member] | Senior Convertible Notes [Member] | Senior Convertible Notes [Member] | 2012 Revolving Credit Facility [Member] | |||||||||||||||||||||||||||||||
Note 11. Financing arrangements (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured Debt | ' | ' | $450,000,000 | ' | $296,135,000 | $216,295,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $110,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fee Amount | ' | ' | 11,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of Financing Costs | ' | ' | 10,000,000 | ' | 416,000 | 2,597,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unsecured Debt | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 111,733,000 | ' | ' | ' | 94,064,000 | ' | 200,000,000 | 214,000,000 | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' |
Repayments of Secured Debt | ' | ' | ' | 196,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | 4.00% | 4.75% | ' | ' | 3.00% | 3.50% | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' |
Debt Instrument Basis Spread On LIBOR Floor Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | ' | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Prepayment Penalty | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | 65,000,000 | ' | ' | ' | 50,000,000 | ' | ' | ' | 70,000,000 | ' | ' | 40,000,000 | ' | 25,000,000 | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | 50,000,000 | 50,000,000 | ' | ' | ' | ' |
Debt, Covenant Terms, Leverage Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.75 | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Commitment Fee Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' |
LIBOR Floor Rate On Term Loan | ' | ' | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Unsecured Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
General Restricted Payments Basket | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' |
Debt Issuance Cost | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Debt Discount (Premium) | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Interest Rate Basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Default Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' |
Percentage Of Prepayment Premium | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Payment Terms | ' | ' | ' | ' | 'The Term Loan Facility is subject to mandatory prepayments in an amount equal to: (a) 100% of the net cash proceeds from the sale or other disposition of all or any part of the assets or extraordinary receipts of Spansion Inc. or any of its subsidiaries, in excess of $10 million per fiscal year, respectively, subject to certain reinvestment rights, (b) all casualty and condemnation proceeds received by Spansion Inc. or any of its subsidiaries in excess of $10 million individually or in an aggregate amount, subject to certain reinvestment rights, (c) 50% of the net cash proceeds received by Spansion Inc. or any of its subsidiaries from the issuance of debt after the closing date of the Term Loan Facility (other than certain permitted indebtedness) and (d) 50% of excess cash flow of Spansion Inc. and its subsidiaries, or 25%, if Spansion LLC has a leverage ratio of 2.5 to 1.0 or less, respectively. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Prepayment Terms, Percentage of Net Cash Proceeds From Sale of Any Assets In Excess of $10 Million Per Fiscal Year | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Prepayment Terms, Threshold of Net Cash Proceeds from Sale of Any Assets | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Prepayment Terms, Threshold of Casualty and Condemnation Proceeds Received | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Prepayment Terms, Percentage of Net Cash Proceeds Received From The Issuance of Debt | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Prepayment Terms, Percentage of Excess Cash Flow | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Prepayment Terms, Percentage of Excess Cash Flow With A Leverage Ratio of 2.5 to 1.0 or Less | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Prepayment Terms, Leverage Ratio | ' | ' | ' | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Covenant Compliance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'As of December 29, 2013, the Company was in compliance of the covenants under the Senior Notes indenture. | ' | ' | ' | 'As of December 29, 2013, the Company was in compliance with all of the Term Loan Facility's covenants. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Potential Increase in Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 230,000,000 | ' | ' | ' | ' | ' |
Line of Credit Facility, Potential Additional Borrowing Capacity With A Senior Secured Leverage Ratio of 2.75 to 1.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Leverage Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.75 | ' | ' | ' | ' | ' |
Debt Maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' |
Contractual Terms Relating To Revolving Credit Facility In Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Contractual Terms Relating To Revolving Credit Facility In Dollars | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' |
Minimum Fixed Coverage Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25 | ' | ' | ' | ' | ' |
Maximum Leverage Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.5 | ' | ' | ' | ' | ' |
Threshold in Outstanding Balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated quick ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25 | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated Cash, Cash Equivalent and Short-term Marketable Investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 |
Line of Credit Facility, Covenant Compliance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'the Company was in compliance with all of the 2012 Revolving Credit Facility's covenants. | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | 94,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Sep-20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | 7.88% | ' | 7.88% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends, Limited by Restricted Covenant Terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Number of Equity Instruments1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '72.0929 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Portion of Exchangable Note Used in Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13.87 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Senior Long-term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 145,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,267,000 | ' | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Stock Price Trigger (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13.87 | $18.14 | ' |
Debt Conversion, Converted Instrument, Expiration or Due Date | ' | ' | ' | ' | 1-Sep-20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital, Other | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | 15,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Unsecured Notes Payable | ' | 195,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Repurchase Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Redemption Price, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 103.94% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate Price for Senior Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Events of Default Terms, Threshold of Judgement for Payment of Money | ' | ' | ' | ' | $81,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_11_Financing_arrangements3
Note 11. Financing arrangements (Details) - Debt (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | Nov. 09, 2010 | Feb. 09, 2010 |
In Thousands, unless otherwise specified | ||||
Note 11. Financing arrangements (Details) - Debt [Line Items] | ' | ' | ' | ' |
Term Loan | $296,135 | $216,295 | ' | $450,000 |
Debt | ' | ' | 200,000 | ' |
Total debt | 501,932 | 416,295 | ' | ' |
Less: current portion | 97,320 | 5,382 | ' | ' |
Long-term debt | 404,612 | 410,913 | ' | ' |
Senior Convertible Notes [Member] | ' | ' | ' | ' |
Note 11. Financing arrangements (Details) - Debt [Line Items] | ' | ' | ' | ' |
Debt | 111,733 | ' | ' | ' |
Senior Unsecured Notes [Member] | ' | ' | ' | ' |
Note 11. Financing arrangements (Details) - Debt [Line Items] | ' | ' | ' | ' |
Debt | $94,064 | $200,000 | ' | ' |
Note_11_Financing_arrangements4
Note 11. Financing arrangements (Details) - Debt (Parentheticals) | Dec. 29, 2013 | Dec. 30, 2012 |
Senior Convertible Notes [Member] | ' | ' |
Note 11. Financing arrangements (Details) - Debt (Parentheticals) [Line Items] | ' | ' |
Interest rate | 2.00% | ' |
Senior Unsecured Notes [Member] | ' | ' |
Note 11. Financing arrangements (Details) - Debt (Parentheticals) [Line Items] | ' | ' |
Interest rate | 7.88% | 7.88% |
Note_11_Financing_arrangements5
Note 11. Financing arrangements (Details) - Required Ratios Under Financial Covenants And Current Ratios | 12 Months Ended |
Dec. 29, 2013 | |
Note 11. Financing arrangements (Details) - Required Ratios Under Financial Covenants And Current Ratios [Line Items] | ' |
Basis Spread on Variable Rate | 3.00% |
Leverage Ratio Greater Than Two [Member] | Revolver LIBOR Loans [Member] | ' |
Note 11. Financing arrangements (Details) - Required Ratios Under Financial Covenants And Current Ratios [Line Items] | ' |
Basis Spread on Variable Rate | 2.50% |
Leverage Ratio Greater Than Two [Member] | Revolver Base Rate Loans [Member] | ' |
Note 11. Financing arrangements (Details) - Required Ratios Under Financial Covenants And Current Ratios [Line Items] | ' |
Basis Spread on Variable Rate | 1.50% |
Leverage Ratio Greater Than Two [Member] | ' |
Note 11. Financing arrangements (Details) - Required Ratios Under Financial Covenants And Current Ratios [Line Items] | ' |
Unused Commitment Fees | 0.50% |
Leverage Ratio Less Than Or Equal To Two [Member] | Revolver LIBOR Loans [Member] | ' |
Note 11. Financing arrangements (Details) - Required Ratios Under Financial Covenants And Current Ratios [Line Items] | ' |
Basis Spread on Variable Rate | 2.25% |
Leverage Ratio Less Than Or Equal To Two [Member] | Revolver Base Rate Loans [Member] | ' |
Note 11. Financing arrangements (Details) - Required Ratios Under Financial Covenants And Current Ratios [Line Items] | ' |
Basis Spread on Variable Rate | 1.25% |
Leverage Ratio Less Than Or Equal To Two [Member] | ' |
Note 11. Financing arrangements (Details) - Required Ratios Under Financial Covenants And Current Ratios [Line Items] | ' |
Unused Commitment Fees | 0.38% |
Note_11_Financing_arrangements6
Note 11. Financing arrangements (Details) - Net Carrying Amount of the Liability Component of the Notes (USD $) | Nov. 09, 2010 | Dec. 29, 2013 | Aug. 26, 2013 |
In Thousands, unless otherwise specified | Senior Convertible Notes [Member] | Senior Convertible Notes [Member] | |
Note 11. Financing arrangements (Details) - Net Carrying Amount of the Liability Component of the Notes [Line Items] | ' | ' | ' |
Principal amount | ' | $150,000 | $150,000 |
Unamortized debt discount | ' | 38,267 | ' |
Net carrying value | $200,000 | $111,733 | ' |
Note_11_Financing_arrangements7
Note 11. Financing arrangements (Details) - Interest Expense Recognized on the Notes (Senior Convertible Notes [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 29, 2013 |
Senior Convertible Notes [Member] | ' |
Note 11. Financing arrangements (Details) - Interest Expense Recognized on the Notes [Line Items] | ' |
Contractual interest expense at 2% per annum | $1,044 |
Amortization of debt issuance costs | 130 |
Accretion of debt discount | 1,557 |
Total | $2,731 |
Note_11_Financing_arrangements8
Note 11. Financing arrangements (Details) - Future Debt Maturities (USD $) | Dec. 29, 2013 |
In Thousands, unless otherwise specified | |
Future Debt Maturities [Abstract] | ' |
Fiscal 2014 | $111,132 |
Fiscal 2015 | 17,249 |
Fiscal 2016 | 17,166 |
Fiscal 2017 | 20,471 |
Fiscal 2018 | 16,938 |
Fiscal 2019 and beyond | 449,804 |
632,760 | |
Less: Interest | 88,696 |
Total | $544,064 |
Note_12_Interest_Income_and_Ot2
Note 12. Interest Income and Other Income, Net (Details) - Interest And Other Income, Net (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Mar. 25, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | ||||||||
Interest And Other Income, Net [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Gain on recovery from impaired investments | ' | ' | ' | ' | ' | ' | ' | ' | $11,237 | $1,059 | ' | ||||||||
Reversal of litigation claim reserve | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,033 | ' | ||||||||
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | 547 | 1,226 | 1,155 | ||||||||
Preferential claim receipts - bankruptcy | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,171 | 2,542 | ||||||||
Gain on ineffective hedges | ' | ' | ' | ' | ' | ' | ' | ' | 2,415 | ' | ' | ||||||||
Financing arrangements related costs | ' | ' | ' | ' | ' | ' | ' | ' | -8,126 | -1,932 | -831 | ||||||||
Foreign exchange (loss)/ gain | ' | ' | ' | ' | ' | ' | ' | ' | -1,726 | -869 | 38 | ||||||||
Other income | ' | ' | ' | ' | ' | ' | ' | ' | 59 | ' | 1,050 | ||||||||
($3,252) | [1] | $3,578 | [1] | $3,118 | [1] | $962 | [1] | $2,472 | [1] | $1,267 | [1] | ($556) | [1] | $1,505 | [1] | $4,406 | $4,688 | $3,954 | |
[1] | The decrease for the quarter ended December 29, 2013 is due to $5.3M higher realized, unrealized loss on foreign currency transactions in the fourth quarter of fiscal 2013 |
Note_13_Employees_Related_Pens2
Note 13. Employees Related Pension Obligations (Details) (Fujitsu Defined Benefit Corporate Pension [Member], USD $) | 12 Months Ended | 12 Months Ended | |||
Mar. 31, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Mar. 31, 2013 | |
Total Plan Contributions By The Participating Employers [Member] | Other Current Assets [Member] | Accrued Compensation And Benefits [Member] | |||
Note 13. Employees Related Pension Obligations (Details) [Line Items] | ' | ' | ' | ' | ' |
Pension Expense | ' | ' | ' | $2,400,000 | ' |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Restricted Cash | ' | 22,400,000 | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | ' | ' | 22,400,000 | ' | ' |
Fujitsu Defined Benefit Pension Plan, Related Actuarial Liability | ' | ' | ' | ' | 10,632,400,000 |
Fujitsu Defined Benefit Pension Plan Related Plan Assets | ' | ' | ' | ' | 9,517,500,000 |
Multiemployer Plan, Period Contributions | $649,700,000 | ' | ' | ' | ' |
Defined Benefit Plan, Funded Percentage | ' | ' | ' | ' | 90.00% |
Note_13_Employees_Related_Pens3
Note 13. Employees Related Pension Obligations (Details) - Multi-employer Pension Plan Details (Fujitsu Defined Benefit Corporate Pension [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 29, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | ' | |
2013 | 'NA | [1] |
2013 | 31-Mar-14 | |
2013 | $426 | |
Plan Contributions For Spansion [Member] | ' | |
Defined Benefit Plan Disclosure [Line Items] | ' | |
2013 | $2,425 | |
[1] | Based on the total plan assets and accumulated benefit obligations of the plan as of March 31, 2013, the plan was at least 90 percent funded. |
Note_14_Income_Taxes_Details
Note 14. Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | |
Note 14. Income Taxes (Details) [Line Items] | ' | ' | ' |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% |
Withholding Tax On Licensing Revenue | $4,100,000 | ' | ' |
Release Of Reserve For Uncertain Tax Positions | -4,620,000 | -3,813,000 | -590,000 |
Other Tax Expense (Benefit) | -3,739,000 | ' | ' |
Valuation Allowance, Deferred Tax Asset, Change in Amount | 31,500,000 | ' | ' |
Federal Operating Loss Carryforward Amount Subject To Annual Limitations | 489,700,000 | ' | ' |
Annual Limitation On Federal Operating Loss Carryforward | 27,200,000 | ' | ' |
Undistributed Earnings of Foreign Subsidiaries | 118,400,000 | ' | ' |
Decrease In Tax Expense By Net Impact Of Tax Holidays | 3,800,000 | 3,700,000 | 0 |
Estimated Range Of Tax Benefits Impact On Diluted Earnings Per Share (in Dollars per share) | ' | ' | $0 |
Unrecognized Tax Benefits That Would Not Impact Effective Tax Rate | ' | ' | 67,200,000 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 1,100,000 | 300,000 | 5,300,000 |
Open Tax Year | '2007 | ' | ' |
Internal Revenue Service (IRS) [Member] | ' | ' | ' |
Note 14. Income Taxes (Details) [Line Items] | ' | ' | ' |
Operating Loss Carryforwards | 1,024,000,000 | ' | ' |
Tax Credit Carryforward, Amount | 3,300,000 | ' | ' |
State and Local Jurisdiction [Member] | ' | ' | ' |
Note 14. Income Taxes (Details) [Line Items] | ' | ' | ' |
Operating Loss Carryforwards | 219,800,000 | ' | ' |
Tax Credit Carryforward, Amount | 18,200,000 | ' | ' |
State Of California [Member] | ' | ' | ' |
Note 14. Income Taxes (Details) [Line Items] | ' | ' | ' |
Tax Credit Carryforward, Amount | 17,500,000 | ' | ' |
MCA Business [Member] | ' | ' | ' |
Note 14. Income Taxes (Details) [Line Items] | ' | ' | ' |
Other Tax Expense (Benefit) | ($3,700,000) | ' | ' |
Minimum [Member] | ' | ' | ' |
Note 14. Income Taxes (Details) [Line Items] | ' | ' | ' |
Estimated Range Of Tax Benefits Impact On Diluted Earnings Per Share (in Dollars per share) | $0.06 | $0.06 | ' |
Maximum [Member] | ' | ' | ' |
Note 14. Income Taxes (Details) [Line Items] | ' | ' | ' |
Estimated Range Of Tax Benefits Impact On Diluted Earnings Per Share (in Dollars per share) | $0.07 | $0.07 | ' |
Note_14_Income_Taxes_Details_P
Note 14. Income Taxes (Details) - Pre-Tax Profit Of Domestic And Foreign Operations (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Mar. 25, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Pre-Tax Profit Of Domestic And Foreign Operations [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Domestic operations | ' | ' | ' | ' | ' | ' | ' | ' | ($98,775) | ($26,399) | ($74,554) |
Foreign operations | ' | ' | ' | ' | ' | ' | ' | ' | 22,917 | 63,782 | 40,043 |
Totals | ($20,397) | ($38,548) | ($4,866) | ($12,047) | $10,296 | $7,897 | $29,367 | ($10,177) | ($75,858) | $37,383 | ($34,511) |
Note_14_Income_Taxes_Details_P1
Note 14. Income Taxes (Details) - Provision For Income Taxes (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Mar. 25, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Current: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
U.S. federal | ' | ' | ' | ' | ' | ' | ' | ' | $5,981 | $5,121 | $5,582 |
U.S. state and local | ' | ' | ' | ' | ' | ' | ' | ' | 55 | 173 | 30 |
Foreign national and local | ' | ' | ' | ' | ' | ' | ' | ' | 1,243 | 1,532 | 9,355 |
' | ' | ' | ' | ' | ' | ' | ' | 7,279 | 6,826 | 14,967 | |
Deferred: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
U.S. federal | ' | ' | ' | ' | ' | ' | ' | ' | -3,739 | ' | ' |
Foreign national and local | ' | ' | ' | ' | ' | ' | ' | ' | -1,130 | 6,173 | 6,070 |
' | ' | ' | ' | ' | ' | ' | ' | -4,869 | 6,173 | 6,070 | |
Provision for income taxes | $3,301 | ($1,644) | ($1,635) | $2,388 | $3,428 | $2,757 | $3,370 | $3,445 | $2,410 | $12,999 | $21,037 |
Note_14_Income_Taxes_Details_D
Note 14. Income Taxes (Details) - Deferred Tax Assets And Liabilities (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
NOL and credit carryforwards | $322,807 | $311,124 |
Deferred distributor income | 11,833 | 6,981 |
Inventory valuation | 11,053 | 21,123 |
Reserves and Accruals | 17,533 | 15,752 |
Property, plant and equipment | 16,820 | 20,340 |
Other | 18,336 | 18,054 |
Total deferred tax assets | 398,382 | 393,374 |
Less: valuation allowance | -357,883 | -326,405 |
40,499 | 66,969 | |
Deferred tax liabilities: | ' | ' |
Intangibles basis difference | -22,422 | -48,878 |
Unremitted Earnings | -12,643 | -14,984 |
Other | -3,872 | -2,954 |
Total deferred tax liabilities | -38,937 | -66,816 |
Net deferred tax assets | $1,562 | $153 |
Note_14_Income_Taxes_Details_R
Note 14. Income Taxes (Details) - Reconciliation Between Statutory Federal Income Taxes And Provision For Income Taxes (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Mar. 25, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Reconciliation Between Statutory Federal Income Taxes And Provision For Income Taxes [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Statutory federal income tax expense | ' | ' | ' | ' | ' | ' | ' | ' | ($26,550) | $13,084 | ($12,079) |
Statutory federal income tax expense | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | 35.00% | 35.00% |
State taxes | ' | ' | ' | ' | ' | ' | ' | ' | 55 | 173 | 30 |
State taxes | ' | ' | ' | ' | ' | ' | ' | ' | -0.10% | 0.50% | -0.10% |
Foreign income tax at other than U.S. rates | ' | ' | ' | ' | ' | ' | ' | ' | 2,219 | -5,866 | 16,400 |
Foreign income tax at other than U.S. rates | ' | ' | ' | ' | ' | ' | ' | ' | -2.90% | -15.60% | -47.50% |
Reserve release from statute expirations | ' | ' | ' | ' | ' | ' | ' | ' | -4,620 | -3,813 | -590 |
Reserve release from statute expirations | ' | ' | ' | ' | ' | ' | ' | ' | 6.10% | -10.30% | 1.70% |
Acquisition of MCA business | ' | ' | ' | ' | ' | ' | ' | ' | -3,739 | ' | ' |
Acquisition of MCA business | ' | ' | ' | ' | ' | ' | ' | ' | 4.90% | ' | ' |
Valuation allowance | ' | ' | ' | ' | ' | ' | ' | ' | 35,045 | 9,421 | 17,276 |
Valuation allowance | ' | ' | ' | ' | ' | ' | ' | ' | -46.20% | 25.20% | -50.10% |
Provision for income taxes | $3,301 | ($1,644) | ($1,635) | $2,388 | $3,428 | $2,757 | $3,370 | $3,445 | $2,410 | $12,999 | $21,037 |
Provision for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -3.20% | 34.80% | -61.00% |
Note_14_Income_Taxes_Details_C
Note 14. Income Taxes (Details) - Changes In Unrecognized Tax Benefits (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | Dec. 26, 2010 |
Changes In Unrecognized Tax Benefits [Abstract] | ' | ' | ' | ' |
Balance at December | $79,448 | $80,958 | $80,370 | $53,584 |
Additions based on tax positions related to the current year | 88 | 2,126 | 1,504 | ' |
Additions for tax positions of prior years | 639 | 965 | 28,627 | ' |
Reductions for tax positions of prior years | -495 | -1,422 | -2,877 | ' |
Lapse of statue of limitations | ($1,742) | ($1,081) | ($468) | ' |
Note_15_Fair_Value_Measurement2
Note 15. Fair Value Measurements (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||||||||
Dec. 30, 2012 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | |
Capped Call Transactions [Member] | Held in Operating Accounts [Member] | Held in Operating Accounts [Member] | Money Market Funds [Member] | Money Market Funds [Member] | Certificates of Deposit [Member] | Certificates of Deposit [Member] | Bank Time Deposits [Member] | Commercial Paper [Member] | |||
Note 15. Fair Value Measurements (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash, Cash Equivalents, and Short-term Investments | $313,900,000 | $311,500,000 | ' | $282,200,000 | $258,100,000 | $3,900,000 | $1,200,000 | $11,400,000 | $39,600,000 | $14,000,000 | $15,000,000 |
Adjustments to Additional Paid in Capital, Other | $200,000 | ' | $15,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Note_15_Fair_Value_Measurement3
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | ||
In Thousands, unless otherwise specified | ||||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial assets | $7,399 | $20,723 | ||
Financial liabilities | 313 | 810 | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial assets | 3,906 | 1,181 | ||
Money Market Funds [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial assets | 3,906 | [1] | 1,181 | [2] |
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial assets | ' | 14,980 | ||
Commercial Paper [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial assets | ' | 14,980 | [2] | |
Foreign Exchange Option [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial assets | 3,493 | 3,032 | ||
Foreign Exchange Option [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial assets | 3,493 | [1] | 3,032 | |
Auction Rate Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial assets | ' | 1,530 | ||
Auction Rate Securities [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial assets | ' | 1,530 | ||
Fair Value, Inputs, Level 1 [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial assets | 3,906 | 1,181 | ||
Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Forward [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial liabilities | 313 | 296 | ||
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial liabilities | ' | 514 | ||
Fair Value, Inputs, Level 2 [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial assets | 3,493 | 19,542 | ||
Financial liabilities | 313 | 810 | ||
Foreign Exchange Forward [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial liabilities | 313 | 296 | ||
Interest Rate Swap [Member] | ' | ' | ||
Note 15. Fair Value Measurements (Details) - Financial Assets and Liabilities Categorized Based Upon the Fair Value Hierarchy [Line Items] | ' | ' | ||
Financial liabilities | ' | $514 | ||
[1] | Total cash and cash equivalents, short-term investments of $311.5 million as of December 29, 2013 includes cash of $282.2 million held in operating accounts, $3.9 million in money market funds, $11.4 million held in FDIC-insured certificates of deposit and $14.0 million in time deposit accounts. | |||
[2] | Total cash and cash equivalents, short-term investments of $313.9 million as of December 30, 2012 includes cash of $258.1 million held in operating accounts, $1.2 million in money market funds, $39.6 million held in FDIC-insured certificates of deposit and $15.0 million in commercial paper. |
Note_15_Fair_Value_Measurement4
Note 15. Fair Value Measurements (Details) - Financial Instruments not Carried at Fair Value (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Note 15. Fair Value Measurements (Details) - Financial Instruments not Carried at Fair Value [Line Items] | ' | ' |
Carrying Amount | $501,932 | $416,295 |
Estimated Fair Value | 521,865 | 418,917 |
Term Loan [Member] | ' | ' |
Note 15. Fair Value Measurements (Details) - Financial Instruments not Carried at Fair Value [Line Items] | ' | ' |
Carrying Amount | 296,135 | 216,295 |
Estimated Fair Value | 295,170 | 217,917 |
Senior Convertible Notes [Member] | ' | ' |
Note 15. Fair Value Measurements (Details) - Financial Instruments not Carried at Fair Value [Line Items] | ' | ' |
Carrying Amount | 111,733 | ' |
Estimated Fair Value | 129,104 | ' |
Senior Unsecured Notes [Member] | ' | ' |
Note 15. Fair Value Measurements (Details) - Financial Instruments not Carried at Fair Value [Line Items] | ' | ' |
Carrying Amount | 94,064 | 200,000 |
Estimated Fair Value | $97,591 | $201,000 |
Note_16_Derivative_Financial_I2
Note 16. Derivative Financial Instruments (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2013 | Dec. 29, 2013 |
Note 16. Derivative Financial Instruments (Details) [Line Items] | ' | ' |
Additional Period After Hedge Period | '2 months | ' |
LIBOR Floor Rate On Term Loan | ' | 1.25% |
Derivative Expiration Date, Interest Rate Swap | ' | 'May 17, 2013 |
Derivative, Fixed Interest Rate | ' | 2.42% |
Not Designated as Hedging Instrument [Member] | ' | ' |
Note 16. Derivative Financial Instruments (Details) [Line Items] | ' | ' |
Gain (Loss) on Foreign Currency Fair Value Hedge Derivatives (in Dollars) | 2.4 | ' |
Derivative, Notional Amount (in Dollars) | ' | 250 |
Cash Flow Hedging [Member] | ' | ' |
Note 16. Derivative Financial Instruments (Details) [Line Items] | ' | ' |
Maximum Allowable Duration For Cash Flow Hedges | ' | '15 months |
Notional Equivalent Outstanding Contracts To Sell (in Dollars) | ' | 0 |
Term Loan [Member] | ' | ' |
Note 16. Derivative Financial Instruments (Details) [Line Items] | ' | ' |
Floor Interest Rate For Interest Received On Hedged Transaction | ' | 2.00% |
Minimum [Member] | ' | ' |
Note 16. Derivative Financial Instruments (Details) [Line Items] | ' | ' |
Cash Flow Hedges Maturity | ' | '3 months |
Maximum [Member] | ' | ' |
Note 16. Derivative Financial Instruments (Details) [Line Items] | ' | ' |
Cash Flow Hedges Maturity | ' | '8 months |
Note_16_Derivative_Financial_I3
Note 16. Derivative Financial Instruments (Details) - Summary of Derivative-related Activity in Accumulated Other Comprehensive Income (Loss) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 |
Summary of Derivative-related Activity in Accumulated Other Comprehensive Income (Loss) [Abstract] | ' | ' |
Balance | $1 | ' |
Net gain reclassified into earnings on cash flow hedges (effective portion) | -13,298 | -740 |
Net gain reclassified into earnings on cash flow hedges (ineffective portion) | -2,415 | ' |
Net unrealized hedge gain arising during the period | 15,714 | 741 |
Balance | $2 | $1 |
Note_16_Derivative_Financial_I4
Note 16. Derivative Financial Instruments (Details) - Notional Amounts of Outstanding Contracts | 12 Months Ended | |
Dec. 29, 2013 | Dec. 30, 2012 | |
Buy JPY [Member] | ' | ' |
Note 16. Derivative Financial Instruments (Details) - Notional Amounts of Outstanding Contracts [Line Items] | ' | ' |
Notional amount of derivative | 'JPY 2,945/$28.2 | 'JPY 1,028.7/$12.3 |
Sell JPY [Member] | ' | ' |
Note 16. Derivative Financial Instruments (Details) - Notional Amounts of Outstanding Contracts [Line Items] | ' | ' |
Notional amount of derivative | '$42.0/JPY 4,047 | '$45.1/ JPY 3,614 |
Sell EUR [Member] | ' | ' |
Note 16. Derivative Financial Instruments (Details) - Notional Amounts of Outstanding Contracts [Line Items] | ' | ' |
Notional amount of derivative | '$23.4/EUR 17.1 | ' |
Note_16_Derivative_Financial_I5
Note 16. Derivative Financial Instruments (Details) - Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | |||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | |||
Net gain reclassified into earnings on cash flow hedges (ineffective portion) (3) | $2,415 | ' | ' | |||
Designated as Hedging Instrument [Member] | Foreign Currency Forward Contracts [Member] | ' | ' | ' | |||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | |||
Net unrealized hedge gain arising during the period (1) | 15,714 | [1] | 741 | [1] | ' | |
Net gain reclassified into earnings on cash flow hedges (effective portion) (2) | -13,298 | [2] | -740 | [2] | ' | [2] |
Net gain reclassified into earnings on cash flow hedges (ineffective portion) (3) | -2,415 | [3] | ' | [3] | ' | [3] |
Not Designated as Hedging Instrument [Member] | Foreign Currency Forward Contracts [Member] | ' | ' | ' | |||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | |||
Net gain (loss) recognized in income | -10,207 | [3] | 1,511 | [3] | -3,677 | [3] |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ' | ' | ' | |||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | |||
Net gain (loss) recognized in income | ($8) | [4] | ($144) | [4] | ($1,328) | [4] |
[1] | Net change in the fair value of the effective portion classified in other comprehensive income (OCI) | |||||
[2] | Effective portion classified as net product revenue | |||||
[3] | Classified in interest income and other (expense) | |||||
[4] | Classified in interest expense |
Note_16_Derivative_Financial_I6
Note 16. Derivative Financial Instruments (Details) - Gross Fair Values of Derivative Instruments on the Condensed Consolidated Balance Sheets (Not Designated as Hedging Instrument [Member], USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Foreign Currency Forward Contracts [Member] | Prepaid Expenses and Other Current Assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Foreign Currency Forward Contracts | $3,493 | $3,032 |
Foreign Currency Forward Contracts [Member] | Other Accrued Liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative liabilities | 313 | 296 |
Interest Rate Swap [Member] | Other Accrued Liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative liabilities | ' | $514 |
Note_17_Restructuring_Charges_1
Note 17. Restructuring Charges (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended |
Dec. 30, 2012 | Jan. 23, 2014 | Dec. 29, 2013 | Jul. 01, 2012 | Dec. 29, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Fiscal Year 2011 Restructuring Plan [Member] | Fiscal Year 2009 and 2010 Restructuring Plan [Member] | ||
Note 17. Restructuring Charges (Details) [Line Items] | ' | ' | ' | ' | ' |
Proceeds from Sale of Real Estate | ' | $60,000,000 | ' | $38,600,000 | ' |
Gain (Loss) on Disposition of Assets | 28,434,000 | ' | ' | 28,400,000 | ' |
Restructuring and Related Cost, Incurred Cost | ' | ' | ' | ' | 22,600,000 |
Restructuring and Related Cost, Expected Cost | ' | ' | $0 | ' | ' |
Note_17_Restructuring_Charges_2
Note 17. Restructuring Charges (Details) - Restructuring Activity Related to 2013 Restructuring Plan (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | |
Provision: | ' | ' | ' | |
Restructuring charges | $6,017 | $5,650 | $12,295 | |
Fiscal Year 2013 Restructuring Plan [Member] | ' | ' | ' | |
Provision: | ' | ' | ' | |
Severance and others | 6,017 | ' | ' | |
Restructuring charges | 6,017 | ' | ' | |
Non-cash adjustments (1) | -469 | [1] | ' | ' |
Cash payments | -4,704 | ' | ' | |
Accrued restructuring balance | $844 | ' | ' | |
[1] | Non cash adjustments mainly relate to intangibles written off. |
Note_17_Restructuring_Charges_3
Note 17. Restructuring Charges (Details) - Restructuring Activity Related to 2011 Restructuring Plan (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Note 17. Restructuring Charges (Details) - Restructuring Activity Related to 2011 Restructuring Plan [Line Items] | ' | ' | ' |
Depreciation and asset impairment charges | ' | $2,070 | $19,502 |
Restructuring charges | 6,017 | 5,650 | 12,295 |
Fiscal Year 2011 Restructuring Plan [Member] | ' | ' | ' |
Note 17. Restructuring Charges (Details) - Restructuring Activity Related to 2011 Restructuring Plan [Line Items] | ' | ' | ' |
Accrued restructuring balance | 538 | 8,087 | ' |
Gain on sale of equipment | ' | -3,798 | ' |
Asset relocation fees | ' | 4,686 | 177 |
Depreciation and asset impairment charges | ' | 2,070 | 164 |
Severance and others | ' | 3,550 | 11,954 |
Restructuring charges | ' | 6,508 | 12,295 |
Non-cash adjustments | -75 | 1,568 | -4 |
Cash payments | -463 | -15,625 | -4,204 |
Accrued restructuring balance | ' | $538 | $8,087 |
Note_18_Segment_Reporting_Deta
Note 18. Segment Reporting (Details) (USD $) | 12 Months Ended | 5 Months Ended | 12 Months Ended | ||||||
In Millions, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Flash Memory [Member] | Microcontrollers And Analog Products [Member] | Distributor Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | ||||
Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | ||||||
Note 18. Segment Reporting (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Reportable Segments | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues (in Dollars) | ' | ' | ' | $748.90 | $222.80 | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | ' | ' | ' | 10.00% | 10.00% | 10.00% | 10.00% |
Number Of End Customers Accounted For More Than 10 Of Net Sales | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' |
Note_18_Segment_Reporting_Deta1
Note 18. Segment Reporting (Details) - Summary Of Net Revenue (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Mar. 25, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | ||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Geographical sales: | $313,670 | [1] | $273,378 | [1] | $195,070 | [1] | $189,572 | [1] | $223,987 | [1] | $239,747 | [1] | $233,440 | [1] | $218,758 | [1] | $971,690 | $915,932 | $1,069,883 |
UNITED STATES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Geographical sales: | ' | ' | ' | ' | ' | ' | ' | ' | 103,147 | 89,905 | 124,756 | ||||||||
CHINA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Geographical sales: | ' | ' | ' | ' | ' | ' | ' | ' | 194,473 | 189,618 | 302,356 | ||||||||
KOREA, REPUBLIC OF | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Geographical sales: | ' | ' | ' | ' | ' | ' | ' | ' | 54,259 | 44,918 | 59,144 | ||||||||
EMEA [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Geographical sales: | ' | ' | ' | ' | ' | ' | ' | ' | 162,835 | 158,572 | 178,464 | ||||||||
JAPAN | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Geographical sales: | ' | ' | ' | ' | ' | ' | ' | ' | 264,168 | 273,303 | 281,563 | ||||||||
Other Countries [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Geographical sales: | ' | ' | ' | ' | ' | ' | ' | ' | $192,808 | $159,616 | $123,600 | ||||||||
[1] | The increase for the quarter ended September 29, 2013 and December 29, 2013 are mainly due to the acquisition of the MCA business |
Note_18_Segment_Reporting_Deta2
Note 18. Segment Reporting (Details) - Summary Of Long-Lived Assets (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Net property, plant and equipment: | $185,505 | $176,728 |
UNITED STATES | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Net property, plant and equipment: | 142,756 | 148,584 |
MALAYSIA | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Net property, plant and equipment: | 2,853 | 2,555 |
THAILAND | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Net property, plant and equipment: | 25,934 | 23,455 |
JAPAN | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Net property, plant and equipment: | 10,762 | 186 |
Other Countries [Member] | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Net property, plant and equipment: | $3,200 | $1,948 |
Note_19_Capital_Structure_Deta
Note 19. Capital Structure (Details) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Note 19. Capital Structure (Details) [Line Items] | ' | ' | ' |
Preferred Stock, Shares Authorized | ' | ' | 50,000,000 |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | ' | ' | $0.00 |
Common Class A [Member] | ' | ' | ' |
Note 19. Capital Structure (Details) [Line Items] | ' | ' | ' |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 150,000,000 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ' |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | ' |
Common Stock, Shares, Outstanding | 58,882,949 | 57,267,409 | ' |
Common Stock, Shares, Issued | 58,882,949 | 57,267,409 | ' |
Common Class B [Member] | ' | ' | ' |
Note 19. Capital Structure (Details) [Line Items] | ' | ' | ' |
Common Stock, Shares Authorized | 1 | 1 | 1 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Common Stock, Shares, Outstanding | 1 | 1 | ' |
Common Stock, Shares, Issued | 1 | 1 | ' |
Note_20_Commitments_Contingenc2
Note 20. Commitments, Contingencies and Legal Matters (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Operating Leases, Rent Expense | $12.50 | $11.10 | $12.50 |
Recorded Unconditional Purchase Obligation | $106.10 | ' | ' |
Limited Product Warranty Period | '1 year | ' | ' |
Note_20_Commitments_Contingenc3
Note 20. Commitments, Contingencies and Legal Matters (Details) - Future Minimum Lease Payments Of Operating Leases (USD $) | Dec. 29, 2013 |
In Thousands, unless otherwise specified | |
Future Minimum Lease Payments Of Operating Leases [Abstract] | ' |
Fiscal 2014 | $8,428 |
Fiscal 2015 | 3,885 |
Fiscal 2016 | 2,960 |
Fiscal 2017 | 1,197 |
Fiscal 2018 | 0 |
2019 & beyond | 0 |
$16,470 |
Note_20_Commitments_Contingenc4
Note 20. Commitments, Contingencies and Legal Matters (Details) - Product Warranties (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Product Warranties [Abstract] | ' | ' | ' |
Balance, beginning of period | $2,124 | $2,537 | $3,967 |
Provision for warranties issued | 2,750 | 3,401 | 3,573 |
Settlements | -3,074 | -3,508 | -4,215 |
Changes in liability for pre-existing warranties during the period | 255 | -306 | -788 |
Balance, end of period | $2,055 | $2,124 | $2,537 |
Note_21_Ongoing_Chapter_11_Mat1
Note 21. Ongoing Chapter 11 Matters (Details) (USD $) | Dec. 29, 2013 |
In Millions, unless otherwise specified | |
Note 21. Ongoing Chapter 11 Matters (Details) [Line Items] | ' |
Bankruptcy Claims, Amount of Claims under Review by Management | $1,500 |
Bankruptcy Claims Disputed Value | 7.2 |
Bankruptcy Claims Disputed Shares (in Shares) | 0.4 |
Spansion Japan [Member] | ' |
Note 21. Ongoing Chapter 11 Matters (Details) [Line Items] | ' |
Bankruptcy Claims, Amount of Claims under Review by Management | $936 |
Note_22_Subsequent_Event_Detai
Note 22. Subsequent Event (Details) (Subsequent Event [Member], USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Jan. 23, 2014 |
Subsequent Event [Member] | ' |
Note 22. Subsequent Event (Details) [Line Items] | ' |
Proceeds from Sale of Real Estate | $60 |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | '24 months |
Supplementary_Financial_Data_U2
Supplementary Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Dec. 29, 2013 |
Quarterly Financial Information Disclosure [Abstract] | ' |
Foreign Currency Transaction Gain (Loss), Unrealized | $5.30 |
Supplementary_Financial_Data_U3
Supplementary Financial Data (Unaudited) (Details) - Quarterly Financial Information (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Mar. 25, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | ||||||||
Quarterly Financial Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Net sales (1) | $313,670 | [1] | $273,378 | [1] | $195,070 | [1] | $189,572 | [1] | $223,987 | [1] | $239,747 | [1] | $233,440 | [1] | $218,758 | [1] | $971,690 | $915,932 | $1,069,883 |
Cost of sales | 220,422 | 217,209 | 137,714 | 143,717 | 152,047 | 161,281 | 159,529 | 159,560 | 719,062 | 632,417 | 847,797 | ||||||||
Gross profit | 93,248 | 56,169 | 57,356 | 45,855 | 71,940 | 78,466 | 73,911 | 59,198 | 252,628 | 283,515 | 222,086 | ||||||||
Research and development (1) | 42,102 | [1] | 38,341 | [1] | 23,548 | [1] | 22,777 | [1] | 24,771 | [1] | 27,407 | [1] | 29,631 | [1] | 26,041 | [1] | 126,768 | 107,850 | 106,644 |
Sales, general and administrative (1) | 60,824 | [1] | 54,544 | [1] | 34,414 | [1] | 28,483 | [1] | 32,121 | [1] | 35,228 | [1] | 35,617 | [1] | 32,640 | [1] | ' | ' | ' |
Net gain on sale of Kuala Lampur land and building | ' | ' | ' | ' | ' | ' | -28,434 | ' | ' | ' | ' | ||||||||
Restructuring charges (credits) | -247 | 6,264 | ' | ' | ' | 1,862 | -729 | 4,518 | ' | ' | ' | ||||||||
Operating income (loss) | -9,431 | -42,980 | -606 | -5,405 | 15,048 | 13,969 | 37,826 | -4,001 | ' | ' | ' | ||||||||
Interest and other income (expense), net (2) | -3,252 | [2] | 3,578 | [2] | 3,118 | [2] | 962 | [2] | 2,472 | [2] | 1,267 | [2] | -556 | [2] | 1,505 | [2] | 4,406 | 4,688 | 3,954 |
Interest expense | -7,459 | -7,351 | -7,378 | -7,604 | -7,224 | -7,339 | -7,903 | -7,681 | -29,792 | -30,147 | -33,151 | ||||||||
Gain (loss) on acquisition of Microcontroller and Analog business (3) | -255 | [3] | 8,205 | [3] | ' | [3] | ' | [3] | ' | [3] | ' | [3] | ' | [3] | ' | [3] | ' | ' | ' |
Income (loss) before income taxes | -20,397 | -38,548 | -4,866 | -12,047 | 10,296 | 7,897 | 29,367 | -10,177 | -75,858 | 37,383 | -34,511 | ||||||||
(Provision) benefit for income taxes | -3,301 | 1,644 | 1,635 | -2,388 | -3,428 | -2,757 | -3,370 | -3,445 | -2,410 | -12,999 | -21,037 | ||||||||
Net income (loss) | -23,698 | -36,904 | -3,231 | -14,435 | 6,868 | 5,140 | 25,997 | -13,622 | -78,268 | 24,384 | -55,548 | ||||||||
Less: Net income (loss) attributable to the noncontrolling interest | ' | ' | ' | ' | ' | ' | ' | -503 | ' | -503 | 338 | ||||||||
Net income(loss) attributable to Spansion Inc. common stockholders | ($23,698) | ($36,904) | ($3,231) | ($14,435) | $6,868 | $5,140 | $25,997 | ($13,119) | ($78,268) | $24,887 | ($55,886) | ||||||||
Net income (loss) per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Basic (in Dollars per share) | ($0.40) | ($0.63) | ($0.06) | ($0.25) | $0.11 | $0.09 | $0.43 | ($0.22) | ($1.34) | $0.41 | ($0.91) | ||||||||
Diluted (in Dollars per share) | ($0.40) | ($0.63) | ($0.06) | ($0.25) | $0.11 | $0.08 | $0.43 | ($0.22) | ($1.34) | $0.41 | ($0.91) | ||||||||
Shares used in per share calculateion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Basic (in Shares) | 58,878 | 58,785 | 58,646 | 58,086 | 60,144 | 60,139 | 59,975 | 59,676 | 58,599 | 59,984 | 61,338 | ||||||||
Diluted (in Shares) | 58,878 | 58,785 | 58,646 | 58,086 | 61,487 | 60,820 | 60,475 | 59,676 | 58,599 | 61,021 | 61,338 | ||||||||
[1] | The increase for the quarter ended September 29, 2013 and December 29, 2013 are mainly due to the acquisition of the MCA business | ||||||||||||||||||
[2] | The decrease for the quarter ended December 29, 2013 is due to $5.3M higher realized, unrealized loss on foreign currency transactions in the fourth quarter of fiscal 2013 | ||||||||||||||||||
[3] | The gain for the quarter ended September 29, 2013 and December 29, 2013, relates to the gain and related adjustments on acquistion of the MCA business. The accounting guidance requires that the economic gain resulting from the fair value received being greater than the consideration paid to acquire the net assets to be recorded as an one-time gain included in earnings. |
Schedule_I_Condensed_Financial2
Schedule I - Condensed Financial Information Of Registrant (Details) (USD $) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | ' | ' |
Restricted Net Assets Threshold | 25.00% | 25.00% | 25.00% |
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries | $0 | $0 | $0 |
Schedule_I_Condensed_Financial3
Schedule I - Condensed Financial Information Of Registrant (Details) - Parent Company Balance Sheets (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 | Dec. 26, 2010 |
In Thousands, unless otherwise specified | ||||
Assets | ' | ' | ' | ' |
Total assets | $1,380,921 | $1,172,166 | ' | ' |
Spansion Inc. Stockholders’ equity: | ' | ' | ' | ' |
Additional paid-in capital | 747,393 | 690,891 | ' | ' |
Accumulated deficit | -205,959 | -127,691 | ' | ' |
Accumulated other comprehensive loss | -4,033 | -1,484 | ' | ' |
Total equity | 537,460 | 561,774 | 522,541 | 624,285 |
Common Class A [Member] | Parent Company [Member] | ' | ' | ' | ' |
Spansion Inc. Stockholders’ equity: | ' | ' | ' | ' |
New Class A common stock, $0.001 par value, 150,000,000 shares authorized, 58,882,949 shares issued and outstanding | 59 | 58 | 60 | ' |
Common Class A [Member] | ' | ' | ' | ' |
Spansion Inc. Stockholders’ equity: | ' | ' | ' | ' |
New Class A common stock, $0.001 par value, 150,000,000 shares authorized, 58,882,949 shares issued and outstanding | 59 | 58 | ' | ' |
Parent Company [Member] | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Investment in subsidiaries | 537,460 | 561,774 | 521,163 | ' |
Total assets | 537,460 | 561,774 | 521,163 | ' |
Spansion Inc. Stockholders’ equity: | ' | ' | ' | ' |
Additional paid-in capital | 747,393 | 690,891 | 675,309 | ' |
Accumulated deficit | -205,959 | -127,691 | -152,578 | ' |
Accumulated other comprehensive loss | -4,033 | -1,484 | -1,628 | ' |
Total equity | $537,460 | $561,774 | $521,163 | ' |
Schedule_I_Condensed_Financial4
Schedule I - Condensed Financial Information Of Registrant (Details) - Parent Company Balance Sheets (Parentheticals) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' |
Preferred stock par value (in Dollars per share) | ' | ' | $0.00 |
Preferred stock, shares authorized | ' | ' | 50,000,000 |
Common Class A [Member] | Parent Company [Member] | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' |
Common stock par value (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 |
Common stock, shares issued | 58,882,949 | 58,882,949 | 58,882,949 |
Common stock, shares outstanding | 58,882,949 | 58,882,949 | 58,882,949 |
Common Class A [Member] | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' |
Common stock par value (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 |
Common stock, shares issued | 58,882,949 | 57,267,409 | ' |
Common stock, shares outstanding | 58,882,949 | 57,267,409 | ' |
Preferred stock par value (in Dollars per share) | $0.00 | $0.00 | ' |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ' |
Preferred stock, shares issued | 0 | 0 | ' |
Preferred stock, shares outstanding | 0 | 0 | ' |
Common Class B [Member] | Parent Company [Member] | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' |
Common stock par value (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 1 | 1 | 1 |
Common stock, shares issued | 1 | 1 | 1 |
Common stock, shares outstanding | 1 | 1 | 1 |
Common Class B [Member] | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' |
Common stock par value (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 1 | 1 | 1 |
Common stock, shares issued | 1 | 1 | ' |
Common stock, shares outstanding | 1 | 1 | ' |
Parent Company [Member] | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' |
Preferred stock par value (in Dollars per share) | $0.00 | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Schedule_I_Condensed_Financial5
Schedule I - Condensed Financial Information Of Registrant (Details) - Parent Company Statements Of Operations (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Mar. 25, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Condensed Income Statements, Captions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ($23,698) | ($36,904) | ($3,231) | ($14,435) | $6,868 | $5,140 | $25,997 | ($13,119) | ($78,268) | $24,887 | ($55,886) |
Parent Company [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Condensed Income Statements, Captions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
' | ' | ' | ' | ' | ' | ' | ' | -78,268 | 24,887 | -55,886 | |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ($78,268) | $24,887 | ($55,886) |
Schedule_I_Condensed_Financial6
Schedule I - Condensed Financial Information Of Registrant (Details) - Parent Company Statement Of Comprehensive Income (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 30, 2012 | Jul. 01, 2012 | Mar. 25, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Parent Company Statement Of Comprehensive Income [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ($23,698) | ($36,904) | ($3,231) | ($14,435) | $6,868 | $5,140 | $25,997 | ($13,622) | ($78,268) | $24,384 | ($55,548) |
Net foreign currency translation adjustment | ' | ' | ' | ' | ' | ' | ' | ' | -1,350 | -1,057 | -831 |
Gain on recovery from impaired investments | ' | ' | ' | ' | ' | ' | ' | ' | -1,200 | 1,200 | ' |
Net unrealized hedge gain arising during the period | ' | ' | ' | ' | ' | ' | ' | ' | 15,714 | 741 | ' |
Net gain reclassified into earnings for cash flow hedge (ineffective portion) | ' | ' | ' | ' | ' | ' | ' | ' | 2,415 | ' | ' |
Net gain reclassified into earnings for cash flow hedge (effective portion) | ' | ' | ' | ' | ' | ' | ' | ' | -13,298 | -740 | ' |
Net unrealized gain on cash flow hedges | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | ' |
Other comprehensive income (loss), net of tax: | ' | ' | ' | ' | ' | ' | ' | ' | -2,549 | 144 | -831 |
Total comprehensive income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | -80,817 | 24,528 | -56,379 |
Less: Comprehensive income (loss) attributable to noncontrolling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | -503 | 338 |
Comprehensive income (loss) attributable to Spansion Inc. common stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ($80,817) | $25,031 | ($56,717) |
Schedule_I_Condensed_Financial7
Schedule I - Condensed Financial Information Of Registrant (Details) - Parent Company Statements Of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Cash Flows from Operating Activities: | ' | ' | ' |
Net income (loss) | ($78,268) | $24,887 | ($55,886) |
Cash Flows from Investing Activities: | ' | ' | ' |
Net cash provided by (used by) investing activities | -164,891 | 20,541 | -100,371 |
Cash Flows from Financing Activities: | ' | ' | ' |
Purchase of bankruptcy claims | ' | -24,450 | -70,989 |
Net cash provided by (used in) financing activities | 98,080 | -60,946 | -74,188 |
Parent Company [Member] | ' | ' | ' |
Cash Flows from Operating Activities: | ' | ' | ' |
Net income (loss) | -78,268 | 24,887 | -55,886 |
Equity in undistributed earnings of subsidiary | 78,268 | -24,887 | 55,886 |
Cash Flows from Investing Activities: | ' | ' | ' |
Investment in subsidiary | -2,693 | -1,588 | -5,386 |
Distribution from subsidiary | ' | 24,450 | 70,989 |
Net cash provided by (used by) investing activities | -2,693 | 22,862 | 65,603 |
Cash Flows from Financing Activities: | ' | ' | ' |
Proceeds from issuance of common stock, net of offering costs | 2,693 | 1,588 | 5,386 |
Purchase of bankruptcy claims | ' | -24,450 | -70,989 |
Net cash provided by (used in) financing activities | $2,693 | ($22,862) | ($65,603) |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Details) - Valuation and Qualifying Accounts (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Deferred tax valuation allowance: | ' | ' | ' |
Balance at Beginning of Period | $326,405 | $351,993 | $304,749 |
Additions Charged to Costs and Expenses | 31,477 | ' | 48,263 |
Write-offs and Deductions | ' | -25,588 | -1,019 |
Balance at End of Period | $357,882 | $326,405 | $351,993 |