Document and Entity Information
Document and Entity Information - Jun. 30, 2015 - shares | Total |
Document and Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2015 |
Entity Registrant Name | Jazz Technologies, Inc. |
Entity Central Index Key | 1,337,675 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2,015 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 21,003 | $ 73,387 |
Receivables: | ||
Trade receivables, net of allowance for doubtful accounts of $0 at June 30, 2015 and December 31, 2014 | 31,406 | 30,351 |
Other receivables | 2,645 | 3,301 |
Inventories | 31,499 | 30,794 |
Deferred tax asset | 4,951 | 4,951 |
Other current assets | 1,463 | 1,245 |
Total current assets | 92,967 | 144,029 |
Property, plant and equipment, net | 75,700 | 71,527 |
Intangible assets, net | 22,072 | 24,097 |
Goodwill | 7,000 | 7,000 |
Other assets | 23,480 | 3,945 |
Total assets | $ 221,219 | 250,598 |
Current liabilities: | ||
Current maturities of notes | 45,577 | |
Accounts payable | $ 26,460 | 25,485 |
Accrued compensation and benefits | 5,473 | 6,350 |
Deferred revenue | 4,052 | 2,220 |
Other current liabilities | 15,572 | 9,031 |
Total current liabilities | 51,557 | 88,663 |
Long term liabilities: | ||
Long-term bank debt | 19,100 | 19,100 |
Notes | 44,295 | 42,889 |
Employee related liabilities | 4,071 | 4,387 |
Other long-term liabilities | 1,807 | 14,842 |
Total liabilities | $ 120,830 | $ 169,881 |
Stockholders' equity: | ||
Ordinary shares of $1 par value; Authorized: 200 shares; Issued: 100 shares; Outstanding: 100 shares; | ||
Additional paid-in capital | $ 74,986 | $ 74,986 |
Cumulative stock based compensation | 3,398 | 2,802 |
Accumulated other comprehensive loss | (1,103) | (503) |
Retained earnings | 23,108 | 3,432 |
Total stockholders' equity | 100,389 | 80,717 |
Total liabilities and stockholders' equity | $ 221,219 | $ 250,598 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheets [Abstract] | ||
Trade receivables, allowance for doubtful accounts | $ 0 | $ 0 |
Ordinary shares, par value | $ 1 | $ 1 |
Ordinary shares, authorized | 200 | 200 |
Ordinary shares, issued | 100 | 100 |
Ordinary shares, outstanding | 100 | 100 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Consolidated Statements of Operations [Abstract] | ||||
Revenue | $ 65,850 | $ 47,458 | $ 131,856 | $ 94,377 |
Cost of revenue | 48,652 | 38,636 | 97,153 | 78,555 |
Gross profit | 17,198 | 8,822 | 34,703 | 15,822 |
Operating expenses: | ||||
Research and development | 4,592 | 2,845 | 8,716 | 5,560 |
Selling, general and administrative | 4,581 | 3,494 | 9,246 | 6,749 |
Total operating expenses | 9,173 | 6,339 | 17,962 | 12,309 |
Operating profit | 8,025 | 2,483 | 16,741 | 3,513 |
Interest expenses, net | (1,295) | (2,179) | (2,631) | (4,103) |
Other financing expense, net | (702) | (2,343) | (1,426) | (14,219) |
Profit (loss) before income tax | 6,028 | (2,039) | 12,684 | (14,809) |
Income tax benefit (expense) | (2,202) | 710 | 6,992 | 4,350 |
Net income (loss) | $ 3,826 | $ (1,329) | $ 19,676 | $ (10,459) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 3,826 | $ (1,329) | $ 19,676 | $ (10,459) |
Change in employees plan assets and benefit obligations | (300) | (565) | (600) | (1,130) |
Comprehensive income (loss) | $ 3,526 | $ (1,894) | $ 19,076 | $ (11,589) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities: | ||
Net income (loss) | $ 19,676 | $ (10,459) |
Adjustments to reconcile net profit (loss) for the period to net cash provided by operating activities: | ||
Financing cost relating to the 2014 Exchange Agreement | 9,817 | |
Depreciation and amortization of intangible assets | $ 20,254 | 21,591 |
Notes accretion and amortization of deferred financing costs | 1,479 | 3,907 |
Stock based compensation expense | 596 | 308 |
Changes in operating assets and liabilities: | ||
Trade receivables | (1,537) | (941) |
Inventories | (705) | (3,655) |
Other receivables and other assets | 47 | 1,942 |
Accounts payable | (5,791) | 2,813 |
Due to related parties, net | 5,756 | 1,591 |
Accrued compensation and benefits | (877) | (250) |
Deferred Revenue | 2,086 | (440) |
Other current liabilities | 3,682 | (1,027) |
Deferred tax asset, net | 961 | (4,162) |
Employee related liabilities and other long-term liabilities | (13,351) | 519 |
Net cash provided by operating activities | 32,276 | 21,554 |
Investing activities: | ||
Purchases of property and equipment | (19,371) | (11,135) |
Proceeds related to property and equipment | 394 | $ 1,224 |
Advance payment to related party | (21,000) | |
Net cash used in investing activities | (39,977) | $ (9,911) |
Financing activities: | ||
Debt repayment | $ (44,683) | (4,250) |
Proceeds from issuance of notes, net | 9,214 | |
Net cash provided by (used in) financing activities | $ (44,683) | 4,964 |
Net increase (decrease) in cash and cash equivalents | (52,384) | 16,607 |
Cash and cash equivalents at beginning of period | 73,387 | 51,351 |
Cash and cash equivalents at end of period | 21,003 | 67,958 |
Non cash activities: | ||
Investments in property, plant and equipment | $ 5,580 | 5,498 |
Equity increase arising from exchange of straight to convertible debt | 9,609 | |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | $ 2,713 | $ 4,835 |
Cash paid during the period for income taxes | $ 1,134 |
Business and Formation
Business and Formation | 6 Months Ended |
Jun. 30, 2015 | |
Business and Formation [Abstract] | |
Business and Formation | Note 1: Business and Form a tion Unless specifically noted otherwise, as used throughout these notes to the consolidated financial statements, Jazz refers to the business of Jazz Technologies, Inc., Jazz Semiconductor refers only to the business of Jazz Semiconductor, Inc. and "the Company" refers to Jazz and its subsidiaries. The Company Since the merger with Tower in 2008, the Company is a 100 The Company is based in Newport Beach, California and is an independent semiconductor foundry focused on specialty process technologies for the manufacture of analog intensive mixed-signal semiconductor devices. The Company's specialty process technologies include advanced analog, radio frequency, high voltage, bipolar and silicon germanium bipolar complementary metal oxide (SiGe) semiconductor processes, for the manufacture of analog and mixed-signal semiconductors. Its customers' analog and mixed-signal semiconductor devices are used in cellular phones, wireless local area networking devices, digital TVs, set-top boxes, gaming devices, switches, routers and broadband modems. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 : Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with SEC and U.S. generally accepted accounting principles (US GAAP) requirements and includes all adjustments of a normal recurring nature that are necessary to fairly present its condensed consolidated results of operations, financial position, and cash flows for all periods presented. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Interim period results are not necessarily indicative of full year results. This quarterly report should be read in conjunction with the Company's most recent Annual Report on Form 10-K. The condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring adjustments that, in the opinion of management, are necessary to present fairly the Company's consolidated financial position at June 30, 2015 and December 31, 2014, and the consolidated results of its operations and cash flows for the three months and six months ended June 30, 2015 and June 30, 2014. All intercompany accounts and transactions have been eliminated. Certain amounts have been reclassified in order to conform to 2015 presentation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with US GAAP. For financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short maturities. Concentration s Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents and trade accounts receivable. The Company generally does not require collateral for insurance of receivables. An allowance for doubtful accounts is determined with respect to those amounts that were determined to be doubtful of collection. The Company performs ongoing credit evaluations of its customers . Accounts receivable from significant customers representing 10% or more of the net accounts receivable balance as of June 30, 2015 and December 31, 2014 consist of: June 30 , 201 5 December 31, 201 4 Customer 1 41 % 44 % Customer 2 14 * * Indicates less than 10% Net revenues from significant customers representing 10% or more of net revenues consist of: Three months ended Six months ended June 30, 2015 June 30, 2014 June 30, 201 5 June 30, 201 4 Customer A 39 % 32 % 39 % 31 % Customer B 10 * * * * Indicates less than 10% As a result of the Company's concentration of its customer base, loss or cancellation of business from, or significant changes in scheduled deliveries of products sold to, these customers, or a change in their financial position, could materially and adversely affect the Company's consolidated financial position, results of operations and cash flows. The Company operates a single manufacturing facility located in Newport Beach, California. A major interruption in the manufacturing operations at this facility would have a material adverse affect on the consolidated financial position and results of operations of the Company. Initial Adoption of New Standards No new accounting standards have been issued during 2015, with an effective date in or after fiscal year 2015, that are expected to have a significant impact on the Company's consolidated financial statements. |
Other Balance Sheet Details
Other Balance Sheet Details | 6 Months Ended |
Jun. 30, 2015 | |
Other Balance Sheet Details [Abstract] | |
Other Balance Sheet Details | Note 3 : Other Balance Sheet Details Inventories Inventories , net of reserves, consist of the following on June 30 , 2015 and December 31 , 2014 (in thousands): June 30 , 2015 December 31, 20 14 Raw material $ 4,575 $ 5,493 Work in process 25,774 24,299 Finished goods 1,150 1,002 $ 31,499 $ 30,794 Property, Plant and Equipment Property, plant and equipment are presented at cost, including capitalizable costs. Capitalizable costs include only those costs that are identifiable with, and related to, the property and equipment and are incurred prior to their initial operation. Identifiable incremental, direct costs include costs associated with constructing, establishing and installing property and equipment, and costs directly related to pre-production test runs of property and equipment necessary for preparing such property and equipment for their intended use. Maintenance and repairs are charged to expense as incurred. Property and equipment are presented net of accumulated depreciation and amortization. In connection with the Company's periodic review of the reasonableness of the estimated remaining useful lives of property, plant and equipment of the Company's foundry manufacturing facility, it was determined that the estimated useful lives of machinery and equipment should be extended to 15 7 4.2 1.3 Property, plant and equipment consist of the following on June 30 , 2015 and December 31 , 2014 (in thousands): Useful life ( i n years) June 30 , 20 15 December 31, 20 14 Building (including facility infrastructure) 10 14 $ 31,501 $ 27,496 Machinery and equipment 3 15 247,664 229,409 279,165 256,905 Accumulated depreciation (203,465 (185,378 $ 75,700 $ 71,527 Intangible Assets Intangible assets consist of the following on June 30 , 2015 (in thousands): Useful life ( i n years) Cost Accumulated Amortization Net Technology 4 9 $ 3,300 $ 2,699 $ 601 Patents and other core technology rights 9 15,100 11,386 3,714 In-process research and development - 1,800 1,800 - Customer relationships 15 2,600 1,177 1,423 Trade name 9 5,200 3,921 1,279 Facilities lease 19 33,500 18,445 15,055 Total identifiable intangible assets $ 61,500 $ 39,428 $ 22,072 Intangible assets consist of the following on December 31, 20 14 (in thousands): Useful life ( i n years) Cost Accumulated Amortization Net Technology 4 9 $ 3,300 $ 2,533 $ 767 Patents and other core technology rights 9 15,100 10,547 4,553 In-process research and development - 1,800 1,800 - Customer relationships 15 2,600 1,090 1,510 Trade name 9 5,200 3,632 1,568 Facilities lease 19 33,500 17,801 15,699 Total identifiable intangible assets $ 61,500 $ 37,403 $ 24,097 The amortization related to technology, patents and other core technologies' rights, and facilities' lease is charged to cost of revenues. The amortization related to customer relationships and trade name is charged to operating expenses. |
Wells Fargo Asset-Based Revolvi
Wells Fargo Asset-Based Revolving Credit Line | 6 Months Ended |
Jun. 30, 2015 | |
Wells Fargo Asset-Based Revolving Credit Line [Abstract] | |
Wells Fargo Asset-Based Revolving Credit Line | Note 4 : Wells Fargo Asset-Based Revolving Credit Line In December 2013, the Company entered into an agreement with Wells Fargo Capital Finance, part of Wells Fargo & Company (Wells Fargo ), for a five in the total amount of up to $ 70 Credit Line Agreement ). Loans under the Credit Line Agreement bear interest at a rate equal to, at lender's option, either the lender's prime rate plus a margin ranging from 0.50 1.0 1.75 2.25 . The outstanding borrowing availability varies from time to time based on the levels of the Company's eligible accounts receivable, eligible equipment , eligible inventories and other terms and conditions described in the Credit Line Agreement. The Credit Line Agreement is secured by the assets of the Company . The Credit Line Agreement contains customary covenants and other terms, as well as customary events of default . If any event of default occurs, Wells Fargo may declare all borrowings under the facility due immediately and foreclose on the collateral . Furthermore, an event of default under the Credit Line Agreement would result in an increase in the interest rate on any amounts outstanding. The Company's obligations pursuant to the Credit Line Agreement are not guaranteed by Tower. Borrowing availability under the Credit Line Agreement as of June 30 , 201 5 was approximately $ 56 million, of which approximately $ 24 million had been utilized as of such date (comprised of approximately $ 19 5 million in letters of credit ). As of June 30, 2015, the Company was in compliance with all of the covenants under this facility. |
Notes
Notes | 6 Months Ended |
Jun. 30, 2015 | |
Notes [Abstract] | |
Notes | Note 5: Notes Introduction As of June 30 , 201 5 , the Company had approximately $ 58 103 $ 45 58 Jazz Notes issued in 2010, due June 2015 In July 2010, Jazz issued notes in the principal amount of approximately $ 94 8 As of January 8, 2015, the 2010 Notes had been fully redeemed mainly as a result of: (i) the 2014 Exchange Agreement transaction (as defined and discussed below), consummated in March 2014; and (ii) an early redemption of the remaining outstanding balance of approximately $ 45 As a result, as of June 30, 2015, no outstanding amount is due by the Company towards the 2010 Notes. Jazz Notes issued in 2014, due December 2018 In March 2014, Jazz, certain of its domestic subsidiaries and Tower entered into an exchange agreement (the 2014 Exchange Agreement ) with certain 2010 Notes holders (the 2014 Participating Holders) according to which Jazz issued unsecured convertible senior notes due December 2018 (the 2014 Notes) in exchange for approximately $ 45 of 2010 Notes . In addition, i n March 2014 , Jazz , Tower and certain of the 2014 Participating Holders (the Purchasers) entered into a purchase agreement (the Purchase Agreement) pursuant to which the Purchasers purchase d $ 10 for cash consideration . I nterest on the 2014 Notes is at a rate of 8 payable semiannually. Holders of t he 2014 Notes may submit a conversion request with respect to their 2014 Notes to be settled through cash or ordinary shares of Tower , in which event the conversion price is set to $ 10.07 per share, reflecting a 20 The 2014 Notes are unsecured senior obligations of Jazz, rank equally with all other existing and future unsecured senior indebtedness of Jazz , and are effectively subordinated to all existing and future secured indebtedness of the Company, including the Company's secured Credit Li ne Agreement with Wells Fargo (see Note 4 above), to the extent of the value of the collateral securing such indebtedness. The 2014 Notes rank senior to all existing and future subordinated debt . The 2014 Notes are not guaranteed by Tower. Holders of the 2014 Notes are entitled, subject to certain conditions and restrictions, to require Jazz to repurchase the 2014 Notes at par plus accrued interest and a 1 governing the 2014 Notes. The Indenture contains certain customary covenants , including covenants restricting Jazz's ability and the ability of its subsidiaries to, among other things, incur additional debt, incur additional liens, make specified payments and make certain asset sales. Jazz's obligations under the 2014 Notes are guaranteed by Jazz's wholly owned domestic subsidiaries. Jazz has not provided condensed consolidated financial information for such subsidiaries because the subsidiaries ha ve no independent assets or operations, the subsidiary guarantees are full, unconditional and joint and several and the subsidiaries of the Company , other than the subsidiary guarantors , are minor. A s of June 30 , 201 5 , approximately $58 million principal amount of 2014 Notes was outstanding. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 6 : Income Taxes The statute of limitations with respect to tax year 2010 expired in March 2015. As a result, the Company recorded a tax benefit for such year in the amount of approximately $ 11 . |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2015 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | Note 7 : Employee Benefit Plans The pension and other post-retirement benefit plans amounted to $ 0.2 million and $ 0.5 million income for the three months ended June 30, 2015 and 2014, respectively. For the six months ended June 30, 2015 and 2014 amounts were $ 0.4 1.1 |
Employee Stock Option Expense
Employee Stock Option Expense | 6 Months Ended |
Jun. 30, 2015 | |
Employee Stock Option Expense [Abstract] | |
Employee Stock Option Expense | Note 8 : Employee Stock Option Expense During the three months ended June 30, 2015, the Company awarded some of its employees a total of 0.2 three The Company measures compensation expense for the RSUs based on the market value of the underlying stock at the date of grant and uses the straight-line attribution method to recognize stock-based compensation costs over the vesting period of the award. The Company recorded $ 0.19 During the three months ended June 30, 2015, no options were awarded to employees. The Company recorded $ 0.19 million and $ 0.13 million, respectively, of compensation expenses relating to employee options for the three months ended June 30, 2015 and 2014. The Company recorded $ 0.60 0.31 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 : Related Party Transactions Related Party Transactions consist of the following (in thousands): As of June 3 0 , 2015 As of December 31, 2014 Due from related parties (included in the accompanying balance sheets) $ 23,436 $ 3,828 Due to related parties (included in the accompanying balance sheets) $ 8,193 $ 4,842 Related part ies' balances are with Tower and its subsidiaries and are mainly for purchases from, and payments on behalf of the other party , tools' sale, tools ' lease, service charges and advance payments as described in Note 9 to the financial statements as of December 31, 2014 as filed by the Company in its most recent Annual Report on Form 10-K. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 10 : Commitments and Contingencies Leases Since 2002, the Company has leased its fabrication facilities, land and headquarters from Conexant. In December 2010, Conexant sold the Company's fabrication facilities, land and headquarters . In connection with the sale, the Company negotiated amendments to its operating leases that confirm the Company's ability to remain in the fabrication facilities through 2027, including the Company's option to extend the lease terms at its sole discretion from 2017 to 2022 and from 2022 to 2027. In 2015, the Company exercised its option to extend the lease term from 2017 to 2022, while maintaining the option to extend the lease term at its sole discretion from 2022 to 2027. Under the Company's leases, the Company's rental payments consist of fixed base rent and fixed management fees and the Company's pro rata share of certain expenses incurred by the landlord in the ownership of these buildings, including property taxes, building insurance and common area maintenance. These lease expenses are included in operating expenses in the accompanying consolidated statements of operations. The Company's landlord exercised its right to terminate the previous office building lease, effective January 1, 2014, subsequent to which the Company moved its offices to the fabrication building and to nearby new leased office space. In 2013, the Company and the landlord signed an amendment to the lease to reflect termination of the previous office building lease and certain obligations of the Company and the landlord, including certain noise abatement actions at the fabrication facility. This office building lease termination has no impact whatsoever on the Company's fabrication buildings, facilities and operations and the Company's ability to remain in the fabrication facilities through 2027 as specified above. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with SEC and U.S. generally accepted accounting principles (US GAAP) requirements and includes all adjustments of a normal recurring nature that are necessary to fairly present its condensed consolidated results of operations, financial position, and cash flows for all periods presented. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Interim period results are not necessarily indicative of full year results. This quarterly report should be read in conjunction with the Company's most recent Annual Report on Form 10-K. The condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring adjustments that, in the opinion of management, are necessary to present fairly the Company's consolidated financial position at June 30, 2015 and December 31, 2014, and the consolidated results of its operations and cash flows for the three months and six months ended June 30, 2015 and June 30, 2014. All intercompany accounts and transactions have been eliminated. Certain amounts have been reclassified in order to conform to 2015 presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with US GAAP. For financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short maturities. |
Concentrations | Concentration s Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents and trade accounts receivable. The Company generally does not require collateral for insurance of receivables. An allowance for doubtful accounts is determined with respect to those amounts that were determined to be doubtful of collection. The Company performs ongoing credit evaluations of its customers . Accounts receivable from significant customers representing 10% or more of the net accounts receivable balance as of June 30, 2015 and December 31, 2014 consist of: June 30 , 201 5 December 31, 201 4 Customer 1 41 % 44 % Customer 2 14 * * Indicates less than 10% Net revenues from significant customers representing 10% or more of net revenues consist of: Three months ended Six months ended June 30, 2015 June 30, 2014 June 30, 201 5 June 30, 201 4 Customer A 39 % 32 % 39 % 31 % Customer B 10 * * * * Indicates less than 10% As a result of the Company's concentration of its customer base, loss or cancellation of business from, or significant changes in scheduled deliveries of products sold to, these customers, or a change in their financial position, could materially and adversely affect the Company's consolidated financial position, results of operations and cash flows. The Company operates a single manufacturing facility located in Newport Beach, California. A major interruption in the manufacturing operations at this facility would have a material adverse affect on the consolidated financial position and results of operations of the Company. |
Initial Adoption of New Standards | Initial Adoption of New Standards No new accounting standards have been issued during 2015, with an effective date in or after fiscal year 2015, that are expected to have a significant impact on the Company's consolidated financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Schedule of Concentration of Risk | June 30 , 201 5 December 31, 201 4 Customer 1 41 % 44 % Customer 2 14 * * Indicates less than 10% |
Net Revenues [Member] | |
Concentration Risk [Line Items] | |
Schedule of Concentration of Risk | Three months ended Six months ended June 30, 2015 June 30, 2014 June 30, 201 5 June 30, 201 4 Customer A 39 % 32 % 39 % 31 % Customer B 10 * * * * Indicates less than 10% |
Other Balance Sheet Details (Ta
Other Balance Sheet Details (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Other Balance Sheet Details [Abstract] | |
Schedule of Inventories | June 30 , 2015 December 31, 20 14 Raw material $ 4,575 $ 5,493 Work in process 25,774 24,299 Finished goods 1,150 1,002 $ 31,499 $ 30,794 |
Schedule of Property and Equipment | Useful life ( i n years) June 30 , 20 15 December 31, 20 14 Building (including facility infrastructure) 10 14 $ 31,501 $ 27,496 Machinery and equipment 3 15 247,664 229,409 279,165 256,905 Accumulated depreciation (203,465 (185,378 $ 75,700 $ 71,527 |
Schedule of Intangible Assets | Useful life ( i n years) Cost Accumulated Amortization Net Technology 4 9 $ 3,300 $ 2,699 $ 601 Patents and other core technology rights 9 15,100 11,386 3,714 In-process research and development - 1,800 1,800 - Customer relationships 15 2,600 1,177 1,423 Trade name 9 5,200 3,921 1,279 Facilities lease 19 33,500 18,445 15,055 Total identifiable intangible assets $ 61,500 $ 39,428 $ 22,072 Useful life ( i n years) Cost Accumulated Amortization Net Technology 4 9 $ 3,300 $ 2,533 $ 767 Patents and other core technology rights 9 15,100 10,547 4,553 In-process research and development - 1,800 1,800 - Customer relationships 15 2,600 1,090 1,510 Trade name 9 5,200 3,632 1,568 Facilities lease 19 33,500 17,801 15,699 Total identifiable intangible assets $ 61,500 $ 37,403 $ 24,097 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | As of June 3 0 , 2015 As of December 31, 2014 Due from related parties (included in the accompanying balance sheets) $ 23,436 $ 3,828 Due to related parties (included in the accompanying balance sheets) $ 8,193 $ 4,842 |
Business and Formation (Details
Business and Formation (Details) | Jun. 30, 2015 |
Tower [Member] | |
Noncontrolling Interest [Line Items] | |
Ownership interest in subsidiary, Jazz Technologies, Inc. | 100.00% |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Summary of Significant Customers) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Accounts Receivable [Member] | Major Customer One [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 41.00% | 44.00% | |||
Accounts Receivable [Member] | Major Customer Two [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 14.00% | ||||
Net Revenues [Member] | Major Customer A [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 39.00% | 32.00% | 39.00% | 31.00% | |
Net Revenues [Member] | Major Customer B [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% | ||||
[1] | Indicates less than 10% |
Other Balance Sheet Details (Sc
Other Balance Sheet Details (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Other Balance Sheet Details [Abstract] | ||
Raw materials | $ 4,575 | $ 5,493 |
Work in process | 25,774 | 24,299 |
Finished goods | 1,150 | 1,002 |
Inventory, net | $ 31,499 | $ 30,794 |
Other Balance Sheet Details (24
Other Balance Sheet Details (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Net profit (loss) | $ 3,826 | $ (1,329) | $ 19,676 | $ (10,459) | |
Property, plant and equipment, gross | 279,165 | 279,165 | $ 256,905 | ||
Accumulated depreciation | (203,465) | (203,465) | (185,378) | ||
Property, plant and equipment, net | 75,700 | 75,700 | 71,527 | ||
Service Life [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expenses | 4,200 | ||||
Net profit (loss) | 1,300 | ||||
Building (including facility infrastructure) [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 31,501 | $ 31,501 | 27,496 | ||
Building (including facility infrastructure) [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 10 years | ||||
Building (including facility infrastructure) [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 14 years | ||||
Machinery and equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 15 years | ||||
Property, plant and equipment, gross | $ 247,664 | $ 247,664 | $ 229,409 | ||
Machinery and equipment [Member] | Scenario, Previously Reported [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 7 years | ||||
Machinery and equipment [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 3 years | ||||
Machinery and equipment [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 15 years |
Other Balance Sheet Details (25
Other Balance Sheet Details (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, cost | $ 61,500 | $ 61,500 |
Identifiable intangible assets, accumulated amortization | 39,428 | 37,403 |
Identifiable intangible assets, net | 22,072 | 24,097 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, cost | 3,300 | 3,300 |
Identifiable intangible assets, accumulated amortization | 2,699 | 2,533 |
Identifiable intangible assets, net | $ 601 | $ 767 |
Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 4 years | 4 years |
Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 9 years | 9 years |
Patents and Other Core Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 9 years | 9 years |
Identifiable intangible assets, cost | $ 15,100 | $ 15,100 |
Identifiable intangible assets, accumulated amortization | 11,386 | 10,547 |
Identifiable intangible assets, net | $ 3,714 | $ 4,553 |
In- Process Research and Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | ||
Identifiable intangible assets, cost | $ 1,800 | $ 1,800 |
Identifiable intangible assets, accumulated amortization | $ 1,800 | $ 1,800 |
Identifiable intangible assets, net | ||
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 15 years | 15 years |
Identifiable intangible assets, cost | $ 2,600 | $ 2,600 |
Identifiable intangible assets, accumulated amortization | 1,177 | 1,090 |
Identifiable intangible assets, net | $ 1,423 | $ 1,510 |
Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 9 years | 9 years |
Identifiable intangible assets, cost | $ 5,200 | $ 5,200 |
Identifiable intangible assets, accumulated amortization | 3,921 | 3,632 |
Identifiable intangible assets, net | $ 1,279 | $ 1,568 |
Facilities Lease [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 19 years | 19 years |
Identifiable intangible assets, cost | $ 33,500 | $ 33,500 |
Identifiable intangible assets, accumulated amortization | 18,445 | 17,801 |
Identifiable intangible assets, net | $ 15,055 | $ 15,699 |
Wells Fargo Asset-Based Revol26
Wells Fargo Asset-Based Revolving Credit Line (Details) - Jun. 30, 2015 - USD ($) $ in Millions | Total |
Letter of Credit [Member] | |
Line of Credit Facility [Line Items] | |
Term | 5 years |
Maximum borrowing amount | $ 70 |
Maturity | Dec. 31, 2018 |
Borrowing availability | $ 56 |
Amount outstanding | $ 24 |
Letter of Credit [Member] | Minimum [Member] | Prime Rate [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread | 0.50% |
Letter of Credit [Member] | Minimum [Member] | LIBOR [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread | 1.75% |
Letter of Credit [Member] | Maximum [Member] | Prime Rate [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread | 1.00% |
Letter of Credit [Member] | Maximum [Member] | LIBOR [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread | 2.25% |
Letter of Credit One [Member] | |
Line of Credit Facility [Line Items] | |
Amount outstanding | $ 19 |
Letter of Credit Two [Member] | |
Line of Credit Facility [Line Items] | |
Amount outstanding | $ 5 |
Notes (Details)
Notes (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Revolving Credit Line [Member] | ||
Debt Instrument [Line Items] | ||
Maturity | Dec. 31, 2018 | |
2010 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Jul. 1, 2010 | |
Maturity | Jun. 30, 2015 | |
Annual rate | 8.00% | |
Principal amount of debt issued | $ 94 | |
Principal outstanding | 0 | |
Repayment of debt | 45 | |
Amount exchanged | $ 45 | |
2014 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Mar. 25, 2014 | |
Maturity | Dec. 31, 2018 | |
Annual rate | 8.00% | |
Principal outstanding | $ 58 | $ 103 |
Repurchase amount | $ 10 | |
Conversion price | $ 10.07 | |
Percentage of premium over the average closing price of ordinary shares upon conversion of notes | 20.00% | |
Premium rate on redemption of debt, in the event of certain change of control transactions | 1.00% | |
2014 Notes [Member] | Due June 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity | Jun. 30, 2015 | |
Principal outstanding | $ 45 | |
2014 Notes [Member] | Due December 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity | Dec. 31, 2018 | |
Principal outstanding | $ 58 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Income Taxes [Abstract] | |
Lapse in statute of limitations | $ 11 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Employee Benefit Plans [Abstract] | ||||
Pension and other post retirement benefit plans income amount | $ 0.2 | $ 0.5 | $ 0.4 | $ 1.1 |
Employee Stock Option Expense (
Employee Stock Option Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted to employees | 0 | |||
Stock-based compensation expense | $ 190 | $ 130 | $ 600 | $ 310 |
RSUs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted share units granted | 200,000 | |||
Vesting period | 3 years | |||
Stock-based compensation expense | $ 190 |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Related Party Transactions) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Related Party Transactions [Abstract] | ||
Due from related parties (included in the accompanying balance sheets) | $ 23,436 | $ 3,828 |
Due to related parties (included in the accompanying balance sheets) | $ 8,193 | $ 4,842 |