Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Mellanox Technologies, Ltd. | |
Trading Symbol | MLNX | |
Entity Central Index Key | 1,356,104 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 49,693,548 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 58,357 | $ 56,780 |
Short-term investments | 266,833 | 271,661 |
Accounts receivable, net | 126,236 | 141,768 |
Inventories | 75,347 | 65,523 |
Other current assets | 23,007 | 17,346 |
Total current assets | 549,780 | 553,078 |
Property and equipment, net | 123,913 | 118,585 |
Severance assets | 16,857 | 15,870 |
Intangible assets, net | 267,375 | 278,031 |
Goodwill | 471,228 | 471,228 |
Deferred taxes and other long-term assets | 49,902 | 36,713 |
Total assets | 1,479,055 | 1,473,505 |
Current liabilities: | ||
Accounts payable | 63,452 | 59,533 |
Accrued liabilities | 107,142 | 105,042 |
Deferred revenue | 23,363 | 24,364 |
Current portion of term debt | 14,225 | 23,628 |
Total current liabilities | 208,182 | 212,567 |
Accrued severance | 20,955 | 19,874 |
Deferred revenue | 15,485 | 15,968 |
Term debt | 208,673 | 218,786 |
Other long-term liabilities | 31,517 | 30,580 |
Total liabilities | 484,812 | 497,775 |
Commitments and Contingencies | ||
Shareholders’ equity: | ||
Ordinary shares: NIS 0.0175 par value, 200,000 shares authorized, 49,690 and 49,076 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 212 | 209 |
Additional paid-in capital | 801,835 | 774,605 |
Accumulated other comprehensive income (loss) | 3,385 | (928) |
Retained earnings | 188,811 | 201,844 |
Total shareholders’ equity | 994,243 | 975,730 |
Total liabilities and shareholders' equity | $ 1,479,055 | $ 1,473,505 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in NIS per share) | $ 0.0175 | $ 0.0175 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 49,690,000 | 49,076,000 |
Ordinary shares, shares outstanding | 49,690,000 | 49,076,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Total revenues | $ 188,651 | $ 196,810 |
Cost of revenues | 64,450 | 70,481 |
Gross profit | 124,201 | 126,329 |
Operating expenses: | ||
Research and development | 88,491 | 71,034 |
Sales and marketing | 35,757 | 31,228 |
General and administrative | 12,519 | 27,938 |
Total operating expenses | 136,767 | 130,200 |
Loss from operations | (12,566) | (3,871) |
Interest expense | (1,993) | (998) |
Other income, net | 683 | 61 |
Interest and other, net | (1,310) | (937) |
Loss before taxes on income | (13,876) | (4,808) |
Provision for (benefit from) taxes on income | (1,632) | 2,360 |
Net loss | $ (12,244) | $ (7,168) |
Net income per share - basic (in USD per share) | $ (0.25) | $ (0.15) |
Net income per share - diluted (in USD per share) | $ (0.25) | $ (0.15) |
Shares used in computing income per share: | ||
Basic (in shares) | 49,337 | 47,358 |
Diluted (in shares) | 49,337 | 47,358 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (12,244) | $ (7,168) |
Other comprehensive income (loss), net of tax: | ||
Change in unrealized gains/losses on available-for-sale securities, net of tax | 69 | 600 |
Change in unrealized gains/losses on derivative contracts, net of tax | 4,244 | 3,492 |
Other comprehensive income, net of tax | 4,313 | 4,092 |
Total comprehensive loss, net of tax | $ (7,931) | $ (3,076) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (12,244) | $ (7,168) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 25,181 | 20,614 |
Deferred income taxes | (942) | 1,265 |
Share-based compensation | 14,768 | 18,266 |
(Gain) loss on investments, net | (858) | 112 |
Changes in assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | 15,532 | (4,677) |
Inventories | (10,457) | 4,361 |
Prepaid expenses and other assets | (3,693) | 2,305 |
Accounts payable | 4,931 | 3,340 |
Accrued liabilities and other liabilities | 2,783 | 10,177 |
Net cash provided by operating activities | 35,001 | 48,595 |
Cash flows from investing activities: | ||
Purchase of severance-related insurance policies | (315) | (226) |
Purchase of short-term investments | (50,302) | (64,908) |
Proceeds from sales of short-term investments | 54,242 | 199,932 |
Proceeds from maturities of short-term investments | 1,815 | 77,715 |
Purchase of property and equipment | (15,911) | (8,283) |
Purchase of intangible assets | (1,115) | 0 |
Purchase of investments in private companies | (11,000) | (107) |
Acquisition, net of cash acquired of $87.5 million | 0 | (681,189) |
Net cash used in investing activities | (22,586) | (477,066) |
Cash flows from financing activities: | ||
Proceeds from term debt | 0 | 280,000 |
Principal payments on term debt | (20,000) | 0 |
Term debt issuance costs | 0 | (5,521) |
Payments on capital lease and intangible asset financings | (2,514) | (274) |
Proceeds from issuances of ordinary shares through employee equity incentive plans | 11,676 | 8,979 |
Net cash provided by (used in) financing activities | (10,838) | 283,184 |
Net increase (decrease) in cash and cash equivalents | 1,577 | (145,287) |
Cash and cash equivalents at beginning of period | 56,780 | 263,199 |
Cash and cash equivalents at end of period | 58,357 | 117,912 |
Supplemental disclosure of non-cash investing and financing activities | ||
Intangible assets financed with debt | 3,220 | 0 |
Unpaid property and equipment | 1,510 | 581 |
Transfer from inventory to property and equipment | $ 633 | $ 975 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) PARENTHETICAL | Mar. 31, 2016USD ($) |
Statement of Cash Flows [Abstract] | |
Cash acquired | $ 87,500 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Company Mellanox Technologies, Ltd., an Israeli corporation (the "Company" or "Mellanox"), was incorporated and commenced operations in March 1999. Mellanox is a supplier of high-performance interconnect products for computing, storage and communications applications. Principles of presentation The unaudited condensed consolidated financial statements include the Company's accounts as well as those of its wholly owned subsidiaries after the elimination of all intercompany balances and transactions. The unaudited condensed consolidated financial statements included in this quarterly report on Form 10-Q have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The year-end balance sheet data were derived from audited consolidated financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States ("GAAP"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , filed with the SEC on February 17, 2017. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2017 or thereafter. Risks and uncertainties The Company is subject to all of the risks inherent in a company which operates in the dynamic and competitive semiconductor industry. Significant changes in any of the following areas could have a material adverse impact on the Company's financial position and results of operations: unpredictable volume or timing of customer orders; ordered product mix; the sales outlook and purchasing patterns of the Company's customers based on consumer demands and general economic conditions; loss of one or more of the Company's customers; decreases in the average selling prices of products or increases in the average cost of finished goods; the availability, pricing and timeliness of delivery of components used in the Company's products; reliance on a limited number of subcontractors to manufacture, assemble, package and production test the Company's products; the Company's ability to successfully develop, introduce and sell new or enhanced products in a timely manner; product obsolescence and the Company's ability to manage product transitions; the timing of announcements or introductions of new products by the Company's competitors; and the Company's ability to successfully integrate acquired businesses. Use of estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of net revenue and expenses in the reporting periods. The Company regularly evaluates estimates and assumptions related to revenue recognition, allowances for doubtful accounts, allowances for price adjustments, investment valuation, warranty reserves, inventory reserves, share-based compensation expense, long-term asset valuations, useful lives of property, equipment, and intangibles, accounting for business combinations, goodwill and purchased intangible asset valuation, investments in privately-held companies, accounting and fair value of financial instruments and derivatives, deferred income tax asset valuation, uncertain tax positions, and litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results that the Company experiences may differ materially and adversely from the Company's original estimates. To the extent there are material differences between the estimates and actual results, the Company's future results of operations will be affected. Significant accounting policies In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718); Improvements to Employee Share-Based Payment Accounting . The Company adopted ASU No. 2016-09 during the quarter ended March 31, 2017. The standard requires, among other things, excess tax benefits to be recognized in the statement of operations as an income tax benefit as opposed to additional paid in capital. This change was adopted prospectively and did not have a material effect on the Company's condensed consolidated financial statements. The standard also requires, among other things, excess tax benefits to be included in operating activities in the statement of cash flows as opposed to in financing activities. This change was adopted retrospectively and did not have a material effect on the Company's condensed consolidated financial statements. The standard further requires excess tax benefits to be recognized when they arise, instead of when they actually reduce taxes payable under the prior guidance. This change was adopted using a modified retrospective method through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The impact of the adoption was to increase deferred tax assets by $4.6 million , which in turn was offset by an increase in the valuation allowance in the same amount, resulting in no change in net deferred tax assets and retained earnings as of January 1, 2017. The standard also establishes an alternative practical expedient for estimating the effects of forfeitures of an award by recognizing such effects in compensation cost when the forfeitures occur. Adoption of the alternative practical expedient was applied using a modified retrospective method through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The impact of the adoption was to reduce retained earnings and to increase additional paid-in capital by $0.8 million as of January 1, 2017. Other than the adoption of ASU No. 2016-09 as discussed above, there have been no changes in the Company’s significant accounting policies that were disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on February 17, 2017. Concentration of credit risk The following table summarizes the revenues from customers (including original equipment manufacturers) in excess of 10% of the total revenues: Three Months Ended March 31, 2017 2016 Hewlett Packard Enterprise 13 % 20 % Dell 13 % * ____________________ * Less than 10% The following table summarizes accounts receivable balances in excess of 10% of total accounts receivable: March 31, 2017 December 31, 2016 Hewlett Packard Enterprise 12 % 23 % Ingram Micro 11 % * ____________________ * Less than 10% Product warranty The following table provides changes in the product warranty accrual for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 (In thousands) Balance, beginning of the period $ 1,474 $ 1,641 Assumed warranty liability from acquisition — 290 New warranties issued during the period 436 369 Reversal of warranty reserves (356 ) (134 ) Settlements during the period (343 ) (348 ) Balance, end of the period 1,211 1,818 Less: long-term portion of product warranty liability (162 ) (386 ) Current portion, end of the period $ 1,049 $ 1,432 Net loss per share The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 (In thousands, except per share data) Net loss $ (12,244 ) $ (7,168 ) Basic and diluted shares: Weighted average ordinary shares outstanding 49,337 47,358 Effect of dilutive shares — — Shares used to compute diluted net loss per share 49,337 47,358 Net loss per share — basic $ (0.25 ) $ (0.15 ) Net loss per share — diluted $ (0.25 ) $ (0.15 ) The Company excluded 4.6 million and 5.9 million outstanding share options and restricted share units ("RSUs") from the computation of diluted net loss per share for the three months ended March 31, 2017 and 2016 , respectively, because including them would have had an anti-dilutive effect. Recent accounting pronouncements In October 2016, the Financial Accounting Standards Board, ("FASB") issued ASU No. 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory , which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of a fiscal year. The new standard should be adopted on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently in the process of evaluating the impact of this new pronouncement on its condensed consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The standard clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The standard becomes effective for the Company beginning January 1, 2018. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Assumptions, models, and methods used in estimating an allowance for loan and lease losses are required disclosures under the standard. A cumulative-effect adjustment to retained earnings is recorded in the period of adoption and a prospective transition approach is applied for certain assets. The standard becomes effective for the Company beginning January 1, 2020. Early application is permitted beginning January 1, 2019. The Company is currently evaluating the effect that the standard will have on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The standard requires lessees to recognize almost all leases on the balance sheet as a right-of-use asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. Early adoption of the standard is allowed. The standard becomes effective for the Company beginning January 1, 2019. The Company is currently evaluating the effect that the standard will have on its condensed consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10) . The standard requires entities to carry all investments in equity securities, with certain exceptions, at fair value with adjustment recorded through net income ("FVTNI"). The standard eliminates the requirement of recognizing unrealized gains or losses in other comprehensive income for trading or available-for-sale marketable equity securities. The standard requires the total fair value change attributable to instrument-specific credit risk, excluding derivative liability instruments, to be reflected in other comprehensive income. The standard requires an evaluation for the need of a valuation allowance for deferred tax assets related to debt securities classified as available-for-sale in combination with the Company's other deferred tax assets. The standard becomes effective for the Company beginning January 1, 2018 and early adoption is allowed. The Company is currently evaluating the effect that the standard will have on its condensed consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and may be applied retrospectively to each prior period presented, or applied using a modified retrospective method with the cumulative effect recognized in the beginning retained earnings during the period of initial application. Subsequently, the FASB has issued several additional ASUs related to ASU No. 2014-09, collectively they are referred to as the “new revenue standards”, which become effective for the Company beginning January 1, 2018. The Company expects to adopt the new revenue standards using the modified retrospective method. Under the current guidance, the Company recognizes distributor revenue based on the sell-through method. Upon the adoption of the new revenue standards, the Company will recognize distributor revenue based on the sell-in method, net of the estimated allowances for price adjustments. The Company is still in the process of evaluating the other effects that the new revenue standards will have on its condensed consolidated financial statements and related disclosures. |
BALANCE SHEET COMPONENTS_
BALANCE SHEET COMPONENTS: | 3 Months Ended |
Mar. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
BALANCE SHEET COMPONENTS: | BALANCE SHEET COMPONENTS: March 31, 2017 December 31, 2016 (In thousands) Accounts receivable, net: Accounts receivable, gross $ 126,868 $ 142,400 Less: allowance for doubtful accounts (632 ) (632 ) $ 126,236 $ 141,768 Inventories: Raw materials $ 7,227 $ 8,243 Work-in-process 28,579 26,118 Finished goods 39,541 31,162 $ 75,347 $ 65,523 Other current assets: Prepaid expenses $ 10,424 $ 9,053 Derivative contracts receivable 3,398 257 VAT receivable 6,013 6,093 Other 3,172 1,943 $ 23,007 $ 17,346 Property and equipment, net: Computer, equipment, and software $ 227,100 $ 214,719 Furniture and fixtures 5,270 5,210 Leasehold improvements 49,619 46,693 281,989 266,622 Less: Accumulated depreciation and amortization (158,076 ) (148,037 ) $ 123,913 $ 118,585 Deferred taxes and other long-term assets: Equity investments in private companies $ 19,720 $ 12,720 Deferred taxes 23,355 22,413 Other assets 6,827 1,580 $ 49,902 $ 36,713 Accrued liabilities: Payroll and related expenses $ 63,580 $ 62,969 Accrued expenses 36,079 33,125 Derivative contracts payable 6 1,006 Product warranty liability 1,049 1,263 Other 6,428 6,679 $ 107,142 $ 105,042 Other long-term liabilities: Income tax payable $ 24,553 $ 24,184 Deferred rent 2,437 2,504 Other 4,527 3,892 $ 31,517 $ 30,580 |
BUSINESS COMBINATION_
BUSINESS COMBINATION: | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION: | BUSINESS COMBINATION: On February 23, 2016 , the Company completed its acquisition of EZchip . Under the terms of the Agreement of Merger dated as of September 30, 2015 (as amended on November 17, 2015 ), by and among the Company, Mondial Europe Sub Ltd. and EZchip (the "Merger Agreement") the total consideration was $782.2 million including $1.0 million attributable to assumed RSUs. The net cash purchase price of $693.7 million consisted of a $781.2 million cash payment for all outstanding common shares of EZchip at the price of $25.50 per share and net of $87.5 million cash acquired. The Company also assumed 891,822 EZchip RSUs and converted them to 499,894 equivalent Company RSU awards. The fair value of the converted RSUs was determined based on the per share value of the underlying Mellanox ordinary shares of $ 46.40 per share as of the acquisition date. The 499,894 RSUs had a total aggregate value of $23.2 million , of which $1.0 million was recorded as a component of the purchase price for service rendered prior to the acquisition date and $22.2 million will be recognized as share-based compensation expense over the remaining required service period of up to 2.25 years from the acquisition date. In connection with the acquisition, the Company entered into a $280.0 million variable interest rate Term Debt maturing February 21, 2019 . For additional information on the Term Debt, see Note 13 in the notes to the unaudited condensed consolidated financial statements. The Company accounted for the transaction using the acquisition method, which requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their respective estimated fair values as of the acquisition date. The following summarizes consideration paid for EZchip at the acquisition date: (in thousands) Consideration: Cash payment for all outstanding common shares of EZchip at $25.50 per share $ 781,237 Fair value of awards attributable to pre-acquisition services 972 Total consideration: 782,209 Less: cash acquired 87,545 Fair value of total consideration transferred, net of cash acquired $ 694,664 The following summarizes the Company's allocation of the total purchase price, net of cash acquired for the EZchip acquisition after consultation with third party valuation specialists: (in thousands) Short-term investments $ 108,862 Other current assets 34,114 Other long-term assets 9,638 Intangible assets 288,246 Goodwill 270,485 Total assets 711,345 Current liabilities (10,253 ) Long-term liabilities (6,428 ) Total liabilities (16,681 ) Total preliminary purchase price allocation $ 694,664 Acquisition-related expenses for the EZchip acquisition for the three months ended March 31, 2017 were $0.3 million and primarily consisted of employee-related expenses. Acquisition-related expenses for the EZchip acquisition for the period ending March 31, 2016 were $6.7 million and primarily consisted of investment banking, consulting and other professional fees. Identifiable finite-lived intangible assets Fair value Weighted Average Useful Life (in thousands) (in years) Purchased intangible assets: Trade names $ 5,600 3 Customer relationships 56,400 9 Backlog 11,300 1 Developed technology 181,246 4 - 6 In process research and development (1) 33,700 - Total purchased intangible assets $ 288,246 (1) In-process research and development ("IPR&D") will not be amortized until the underlying products reach technological feasibility. Upon completion, each IPR&D project will be amortized over its useful life. Trade name represents the fair values of brand and name recognition associated with the marketing of EZchip’s products and services. The Company used the income approach and utilized a discount rate of 10.0% to determine the fair value of trade name assets. Customer relationships represent the fair value of future projected revenues that will be derived from the sale of products to existing customers of EZchip. The Company used the comparative method ("with/without") of the income approach to determine the fair value of this intangible asset and utilized a discount rate of 10.0% . Backlog represents the fair value of sales order backlog as of the valuation date. The Company used the income approach to determine the fair value of this intangible asset and utilized a discount rate of 8.0% . Developed technology represents completed technology that has passed technological feasibility and/or is currently offered for sale to customers. The Company used the income approach to value the developed technology. Under the income approach, the expected future cash flows from each technology are estimated and discounted to their net present values at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and the return on assets. The Company applied a discount rate of 9.0% to value the developed technology assets taking into consideration market rates of return on debt and equity capital and the risk associated with achieving forecasted revenues related to these assets. The IPR&D intangible asset represents the value assigned to an acquired research and development project that, as of the acquisition date, had not established technological feasibility. The fair value of IPR&D was determined using a discount rate of 12.0% . This intangible asset will be capitalized on the balance sheet and evaluated periodically for impairment until the project is completed, at which time it will be transferred to developed technology and become subject to amortization over its useful life. IPR&D consists of one project related to the development of two network processors. The project is expected to be completed over the next several years. The estimated remaining costs to complete the IPR&D project was $ 22.3 million as of the acquisition date, which will be charged to operating expense in the condensed consolidated statements of operations as incurred. During the three months ended September 30, 2016, one component of the IPR&D project reached technological feasibility and $4.2 million was transferred to developed technology and will be amortized over three years. Goodwill Goodwill arising from the acquisition represents the value of the skilled assembled workforce and projected growth in overall revenues. The EZchip acquisition is a step in the Company's strategy to become a leading broad-line supplier of intelligent interconnect solutions for data centers. The addition of EZchip’s products and expertise in network processing is expected to enhance the Company's leadership position, and ability to deliver complete end-to-end, intelligent 10, 25, 40, 50, and 100Gb/s interconnect and processing solutions for advanced data center and edge platforms. The combined company will have diverse and robust solutions to enable customers to meet the growing demands of data-intensive applications used in high-performance computing, Web 2.0, cloud, secure data center, enterprise, telecom, database, financial services, and storage environments. These significant factors were the basis for the recognition of goodwill. Goodwill is not expected to be deductible for tax purposes. Goodwill will not be amortized but instead will be tested for impairment annually or more frequently if certain indicators are present. |
FAIR VALUE MEASUREMENTS_
FAIR VALUE MEASUREMENTS: | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS: | FAIR VALUE MEASUREMENTS: Fair value hierarchy: The Company measures its cash equivalents and marketable securities at fair value. The Company’s cash equivalents are classified within Level 1. Cash equivalents are valued primarily using quoted market prices utilizing market observable inputs. The Company's investments in debt securities and certificates of deposits are classified within Level 2 as the market inputs to value these instruments consist of market yields, reported trades and broker/dealer quotes. In addition, foreign currency contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. The Level 3 valuation inputs include the Company's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument's valuation. As of March 31, 2017 and December 31, 2016 , the Company did not have any assets or liabilities valued based on Level 3 valuations. Financial Liabilities Measured at Fair Value on a Nonrecurring Basis: As of March 31, 2017 , the remaining principal of $226.0 million on the Company's $280.0 million Term Debt is classified as a Level 2 fair value measurement in the fair value hierarchy. The Company calculated a fair value amount of $225.9 million at March 31, 2017 based on a discounted cash flow model using observable market inputs and taking into consideration variables such as interest rate changes, comparable instruments, and long-term credit ratings. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis: The following table represents the fair value hierarchy of the Company's financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 : Level 1 Level 2 Total (in thousands) Money market funds $ 4,098 $ — $ 4,098 Certificates of deposit — 79,147 79,147 U.S. Government and agency securities — 44,636 44,636 Commercial paper — 30,316 30,316 Corporate bonds — 89,082 89,082 Municipal bonds — 8,635 8,635 Foreign government bonds — 15,017 15,017 4,098 266,833 270,931 Derivative contracts 3,398 3,398 Total financial assets $ 4,098 $ 270,231 $ 274,329 Derivative contracts — 6 6 Total financial liabilities $ — $ 6 $ 6 The following table represents the fair value hierarchy of the Company's financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 : Level 1 Level 2 Total (in thousands) Money market funds $ 1,833 $ — $ 1,833 Certificates of deposit — 78,643 78,643 U.S. Government and agency securities — 56,347 56,347 Commercial paper — 29,483 29,483 Corporate bonds — 94,162 94,162 Municipal bonds — 7,706 7,706 Foreign government bonds — 5,320 5,320 1,833 271,661 273,494 Derivative contracts — 257 257 Total financial assets $ 1,833 $ 271,918 $ 273,751 Derivative contracts — 1,006 1,006 Total financial liabilities $ — $ 1,006 $ 1,006 There were no transfers between Level 1 and Level 2 securities during the three months ended March 31, 2017 and the year ended December 31, 2016 . |
INVESTMENTS_
INVESTMENTS: | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS: | INVESTMENTS: Cash, cash equivalents and short-term investments: The short-term investments are classified as available-for-sale securities. The cash, cash equivalents and short-term investments at March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 Amortized Unrealized Unrealized Estimated (in thousands) Cash $ 54,259 $ — $ — $ 54,259 Money market funds 4,098 — — 4,098 Certificates of deposit 79,147 — — 79,147 U.S. Government and agency securities 44,741 1 (106 ) 44,636 Commercial paper 30,318 7 (9 ) 30,316 Corporate bonds 89,131 51 (100 ) 89,082 Municipal bonds 8,642 1 (8 ) 8,635 Foreign government bonds 15,021 5 (9 ) 15,017 Total 325,357 65 (232 ) 325,190 Less amounts classified as cash and cash equivalents (58,357 ) — — (58,357 ) Short-term investments $ 267,000 $ 65 $ (232 ) $ 266,833 December 31, 2016 Amortized Unrealized Unrealized Estimated (in thousands) Cash $ 54,947 $ — $ — $ 54,947 Money market funds 1,833 — — 1,833 Certificates of deposit 78,643 — — 78,643 U.S. Government and agency securities 56,431 2 (86 ) 56,347 Commercial paper 29,486 — (3 ) 29,483 Corporate bonds 94,292 37 (167 ) 94,162 Municipal bonds 7,718 — (12 ) 7,706 Foreign government bonds 5,327 — (7 ) 5,320 Total 328,677 39 (275 ) 328,441 Less amounts classified as cash and cash equivalents (56,780 ) — — (56,780 ) Short-term investments $ 271,897 $ 39 $ (275 ) $ 271,661 Interest income and gains (losses) on short-term investments, net were $0.9 million and $(0.1) million for the three months ended March 31, 2017 and 2016 , respectively. At March 31, 2017 , gross unrealized losses on investments that were in a gross unrealized loss position for greater than 12 months were immaterial. These investments were not deemed to be other-than-temporarily impaired and the gross unrealized losses were recorded in other comprehensive income (loss) ("OCI"). The contractual maturities of short-term investments at March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Amortized Estimated Amortized Estimated (in thousands) Due in less than one year $ 155,609 $ 155,499 $ 157,270 $ 157,163 Due in one to three years 111,391 111,334 114,627 114,498 $ 267,000 $ 266,833 $ 271,897 $ 271,661 Equity investments in privately-held companies: As of March 31, 2017 and December 31, 2016 , the Company held a total of $19.7 million and $12.7 million , respectively, in equity investments in privately-held companies. |
GOODWILL AND INTANGIBLE ASSETS_
GOODWILL AND INTANGIBLE ASSETS: | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS: | GOODWILL AND INTANGIBLE ASSETS: The following table represents changes in the carrying amount of goodwill: (in thousands) Carrying amount of goodwill at December 31, 2016 $ 471,228 Acquisitions — Adjustments — Balance as of March 31, 2017 $ 471,228 The carrying amounts of intangible assets as of March 31, 2017 were as follows: Gross Accumulated Net (in thousands) Licensed technology $ 28,916 $ (8,732 ) $ 20,184 Developed technology 250,043 (86,178 ) 163,865 Customer relationships 69,776 (19,494 ) 50,282 Trade names 5,600 (2,056 ) 3,544 Total finite-lived amortizable intangible assets 354,335 (116,460 ) 237,875 In-process research and development 29,500 — 29,500 Total intangible assets $ 383,835 $ (116,460 ) $ 267,375 The carrying amounts of intangible assets as of December 31, 2016 were as follows: Gross Accumulated Net (in thousands) Licensed technology $ 24,583 $ (6,559 ) $ 18,024 Developed technology 250,043 (75,591 ) 174,452 Customer relationships 69,776 (17,731 ) 52,045 Backlog 11,300 (11,300 ) — Trade names 5,600 (1,590 ) 4,010 Total finite-lived amortizable intangible assets 361,302 (112,771 ) 248,531 In-process research and development 29,500 — 29,500 Total intangible assets $ 390,802 $ (112,771 ) $ 278,031 Amortization expense of intangible assets totaled approximately $15.0 million and $11.7 million for the three months ended March 31, 2017 and 2016 , respectively. The estimated future amortization expense from amortizable intangible assets is as follows: (in thousands) 2017 (remaining nine months) $ 45,466 2018 54,826 2019 47,194 2020 36,145 2021 30,618 Thereafter 23,626 Total $ 237,875 |
DERIVATIVES AND HEDGING ACTIVIT
DERIVATIVES AND HEDGING ACTIVITIES: | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES AND HEDGING ACTIVITIES: | DERIVATIVES AND HEDGING ACTIVITIES: Fair Value of Derivative Contracts The fair value of derivatives contracts in the unaudited condensed consolidated balance sheets at March 31, 2017 and December 31, 2016 were as follows: Other current assets Accrued liabilities Other current assets Accrued liabilities March 31, 2017 December 31, 2016 (in thousands) Derivatives designated as hedging instruments Currency forward and option contracts $ 3,398 $ 3 $ 257 $ 999 Derivatives not designated as hedging instruments Currency forward and option contracts $ — $ 3 $ — $ 7 Total derivatives $ 3,398 $ 6 $ 257 $ 1,006 The gross notional amounts of derivative contracts were New Israeli Shekels (“NIS”) denominated. The notional amounts of outstanding derivative contracts in U.S. dollars at March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 (in thousands) Derivatives designated as hedging instruments Currency forward and option contracts $ 86,729 $ 105,730 Derivatives not designated as hedging instruments Currency forward and option contracts $ 44,879 $ 34,330 Effect of Derivatives Designated as Hedging Instruments on Accumulated Other Comprehensive Income The following table represents the unrealized gains (losses) of derivatives designated as hedging instruments, net of tax effects, that were recorded in accumulated other comprehensive income as of March 31, 2017 and December 31, 2016 and their effect on OCI for the three months ended March 31, 2017 : (in thousands) December 31, 2016 $ (692 ) Amount of gain recognized in OCI (effective portion) 5,680 Amount of gain reclassified from OCI to income (effective portion) (1,436 ) March 31, 2017 $ 3,552 Effect of Derivative Contracts on the Unaudited Condensed Consolidated Statement of Operations The effect of derivative contracts on the unaudited condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016 was as follows: Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Three Months Ended March 31, Three Months Ended March 31, 2017 2016 2017 2016 (in thousands) Operating income $ 1,436 $ 138 $ — $ — Other income $ — $ — $ 2,066 $ 272 |
COMMITMENTS AND CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES: | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES: | COMMITMENTS AND CONTINGENCIES: Commitments Leases At March 31, 2017 , future minimum payments under non-cancelable operating leases are as follows: (in thousands) 2017 (remaining nine months) $ 17,050 2018 18,569 2019 13,553 2020 11,466 2021 8,093 Thereafter 10,388 Total minimum lease payments $ 79,119 Purchase commitments At March 31, 2017 , the Company had the following non-cancelable purchase commitments: (in thousands) 2017 (remaining nine months) $ 116,229 2018 3,400 2019 610 2020 154 2021 51 Thereafter — $ 120,444 Other Commitments Operating lease On May 3, 2016, the Company entered into a lease agreement for additional office space expected to be built in Yokneam, Israel. The lease term expires 10 years after lease inception with no options to extend the lease term. The Company's occupancy of the additional office space and its obligation under the lease agreement is contingent on the lessor's attainment of stated milestones in the lease agreement. As such, the Company cannot make a reliable estimate as to the timing of cash payments under the lease. At March 31, 2017 , the estimated total future lease obligation is approximately $29.3 million . Over a twelve month period an estimated rental expense is approximately $2.9 million , and if recognized, would increase the Company's operating expenses in its condensed consolidated statement of operations. Royalty-bearing grants We are obliged to pay royalties to the Israeli National Authority for Technological Innovation, previously known as the Office of the Chief Scientist of Israel's Ministry of Economy and Industry (the "OCS"), for research and development efforts partially funded through grants from the OCS and under approved plans in accordance with the Israeli Law for Encouragement of Research and Development in the Industry, 1984 (the "R&D Law"). Royalties are payable to the Israeli government at the rate of 4.5% of the revenues of the Company's products incorporating OCS-funded know-hows, and up to the amount of the grants received. The Company's obligation to pay these royalties is contingent on actual sales of the products, at which time a liability is recorded. In the absence of such sales, we cannot make a reliable estimate as to the timing of cash settlement of the royalties. At March 31, 2017 , the Company estimated a total future royalty obligation of approximately $35.8 million , and if recognized, would increase the Company's cost of revenues in its condensed consolidated statement of operations. Unrecognized tax benefits Due to the inherent uncertainty with respect to the timing of future cash outflows associated with the Company's unrecognized tax benefits, it is unable to reliably estimate the timing of cash settlement with respective taxing authorities. As of March 31, 2017 , the Company's unrecognized tax benefits totaled $42.0 million , out of which an amount of $25.1 million would reduce the Company's income tax expense and effective tax rate, if recognized. Contingencies Legal proceedings The Company is involved in a variety of claims, suits, investigations and proceedings that arise from time to time in the ordinary course of its business, including actions with respect to contracts, intellectual property, taxation, employment, benefits, securities, personal injuries and other matters. The results of these proceedings in the ordinary course of business are not expected to have a material adverse effect on the Company’s condensed consolidated financial position or results of operations. The Company records a liability when it believes that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. The Company evaluates, at least quarterly, developments in its legal matters that could affect the amount of liability that has been previously accrued and makes adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. The Company may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others: (i) if the damages sought are indeterminate; (ii) if proceedings are in the early stages; (iii) if there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) if there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) if there are significant factual issues to be determined or resolved; (vi) if the proceedings involve a large number of parties; (vii) if relevant law is unsettled or novel or untested legal theories are presented; or (viii) if the proceedings are taking place in jurisdictions where the laws are complex or unclear. In such instances, there is considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. |
SHARE INCENTIVE PLANS_
SHARE INCENTIVE PLANS: | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE INCENTIVE PLANS: | SHARE INCENTIVE PLANS Stock Option Plans On April 25, 2017, the Company's shareholders approved the Mellanox Technologies, Ltd. Second Amended and Restated Global Share Incentive Plan (2006) (the “Second Restated Plan”) during the 2017 annual shareholder meeting. Please see Note 14, "Subsequent Events" for further detail. Assumed EZchip restricted stock units In connection with the acquisition of EZchip, the Company assumed 891,822 unvested EZchip RSUs and converted them into 499,894 Mellanox RSUs using an exchange ratio of 0.56 . The aggregate value of the 499,894 Mellanox RSUs was $23.2 million of which $1.0 million related to service prior to the acquisition date and was included in the EZchip purchase price consideration. The remaining fair value of $22.2 million represents post-acquisition share-based compensation expense that will be recognized over the requisite service period of approximately 2.25 years from the date of acquisition. The assumed RSUs retained all applicable terms and vesting periods. Share option activity Share option activity under the Company's equity incentive plans in the three months ended March 31, 2017 is set forth below: Options Outstanding Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2016 1,634,485 $ 32.79 Options exercised (105,010 ) $ 14.54 Options canceled (6,960 ) $ 59.28 Outstanding at March 31, 2017 1,522,515 $ 33.93 The total pretax intrinsic value of options exercised in the three months ended March 31, 2017 and 2016 was $3.6 million and $3.4 million , respectively. This intrinsic value represents the difference between the fair market value of the Company's ordinary shares on the date of exercise and the exercise price of each option. Based on the closing price of the Company's ordinary shares of $50.95 on March 31, 2017 , the total pretax intrinsic value of options outstanding at March 31, 2017 was $37.5 million . The total pretax intrinsic value of options outstanding at December 31, 2016 was $29.0 million . There were 1,517,015 and 1,624,756 options exercisable at March 31, 2017 and December 31, 2016 , respectively. The total pretax intrinsic value of exercisable options at March 31, 2017 , was $37.4 million . The total pretax intrinsic value of exercisable options at December 31, 2016 was $28.9 million . Restricted share unit activity RSU activity under the Company's equity incentive plans in the three months ended March 31, 2017 is set forth below: Restricted Share Units Outstanding Number of Shares Weighted Average Grant Date Fair Value Non-vested restricted share units at December 31, 2016 3,324,519 $ 46.67 Restricted share units granted 101,760 $ 44.83 Restricted share units vested (239,568 ) $ 44.55 Restricted share units canceled (93,776 ) $ 47.07 Non-vested restricted share units at March 31, 2017 3,092,935 $ 46.76 The weighted average fair value of RSUs granted in the three months ended March 31, 2017 and 2016 was $44.83 and $49.93 , respectively. The total intrinsic value of all outstanding RSUs as of March 31, 2017 and December 31, 2016 was $157.6 million and $136.0 million , respectively. Employee Stock Purchase Plan activity There were 269,698 and 218,943 shares purchased under the ESPP for the three months ended March 31, 2017 and 2016 at an average price per share of $37.63 and $33.30 , respectively. Shares reserved for future issuance The Company had the following ordinary shares reserved for future issuance under its equity incentive plans as of March 31, 2017 : Number of Share options outstanding 1,522,515 Restricted share units outstanding 3,092,935 Shares authorized for future issuance 525,692 ESPP shares available for future issuance 3,724,647 Total shares reserved for future issuance as of March 31, 2017 8,865,789 Share-based compensation The Company accounts for share-based compensation expense based on the estimated fair value of the share equity awards as of the grant dates. The following weighted average assumptions were used to value ESPP shares issued pursuant to the Company's share incentive plans for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Dividend yield — % — % Expected volatility 25.3 % 37.6 % Risk free interest rate 0.91 % 0.46 % Expected life, years 0.5 0.5 The following table summarizes the distribution of total share-based compensation expense in the unaudited condensed consolidated statements of operations: Three Months Ended March 31, 2017 2016 (in thousands) Cost of goods sold $ 482 $ 475 Research and development 8,690 9,152 Sales and marketing 3,338 3,648 General and administrative 2,258 4,991 Total share-based compensation expense $ 14,768 $ 18,266 Share-based compensation expense for the three months ended March 31, 2016 included cash payments of $4.8 million for the settlement of accelerated RSUs for individuals terminated on the closing date of the EZchip acquisition. At March 31, 2017 , there was $119.8 million of total unrecognized share-based compensation costs related to non-vested share-based compensation arrangements. The costs are expected to be recognized over a weighted average period of approximately 2.68 years. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS): | 3 Months Ended |
Mar. 31, 2017 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS): | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS): The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the three months ended March 31, 2017 and 2016 : Unrealized Gains (Losses) on Available-for-Sale Securities Unrealized Gains (Losses) on Derivatives Designated as Hedging Instruments Total (in thousands) Balance at December 31, 2016 $ (236 ) $ (692 ) $ (928 ) Other comprehensive income/(loss) before reclassifications, net of taxes 73 5,680 5,753 Realized (gains)/losses reclassified from accumulated other comprehensive income (4 ) (1,436 ) (1,440 ) Net current-period other comprehensive income/(loss), net of taxes 69 4,244 4,313 Balance at March 31, 2017 $ (167 ) $ 3,552 $ 3,385 Balance at December 31, 2015 $ (578 ) $ (1,091 ) $ (1,669 ) Other comprehensive income/(loss) before reclassifications, net of taxes 40 3,630 3,670 Realized (gains)/losses reclassified from accumulated other comprehensive income 560 (138 ) 422 Net current-period other comprehensive income/(loss), net of taxes 600 3,492 4,092 Balance at March 31, 2016 $ 22 $ 2,401 $ 2,423 The following table provides details about reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2017 and 2016: Realized (Gains)/Losses Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement of Operations Three Months Ended March 31, 2017 2016 (in thousands) Realized (gains)/losses on derivatives designated as hedging instruments $ (1,436 ) $ (138 ) Cost of revenues and Operating expenses: (84 ) (12 ) Cost of revenues (115 ) 33 General and administrative (145 ) (21 ) Sales and marketing (1,092 ) (138 ) Research and development Realized (gains)/losses on available-for-sale securities (4 ) 560 Other income, net Total reclassifications for the period $ (1,440 ) $ 422 Total |
INCOME TAXES_
INCOME TAXES: | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES: | INCOME TAXES: As of March 31, 2017 and December 31, 2016 , the Company had gross unrecognized tax benefits of $42.0 million and $41.5 million , respectively. It is the Company’s policy to classify accrued interest and penalties as part of the unrecognized tax benefits and record the expense in the provision for income taxes. The amount of accrued interest and penalties related to unrecognized tax benefits totaled $ 2.0 million at March 31, 2017 and $1.8 million at December 31, 2016 . On January 5, 2016, the Israeli Government legislated a reduction in corporate income tax rates from 26.5% to 25.0% , effective in 2016. Deferred tax assets and liabilities at December 31, 2015 were measured using the 26.5% tax rate. As a result of the reduction noted above, deferred tax assets and liabilities as of January 1, 2016 were remeasured using the 25.0% tax rate. The change in the corporate income tax rate from 26.5% to 25.0% resulted in a reduction of approximately $ 1.3 million to the Company's deferred tax assets and a corresponding increase in the Company's income tax expense during the first quarter of 2016. On December 29, 2016, the Israeli Government legislated a reduction in corporate income tax rates from 25.0% to 24.0% in 2017 and to 23.0% in 2018 and thereafter. This change in the corporate income tax rates from 25.0% to 24.0% and 23.0% resulted in a reduction of approximately $1.4 million to the Company's deferred tax assets as of December 31, 2016, and a corresponding increase in the Company's income tax expense during the fourth quarter of 2016. On January 12, 2017, the Company received a ruling from the Israeli Tax Authorities ("ITA"), which approved a succession of mergers in a tax-exempted manner, subject to certain limitations ("the Tax-Exempted Merger"), in which EZchip Technologies Ltd., fully owned by EZchip Semiconductor Ltd., merged into EZchip Semiconductor Ltd., which in turn merged into the Company. The Tax-Exempted Merger resulted in a net increase of approximately $0.9 million in deferred tax assets and a corresponding increase in benefit from taxes on income during the first quarter of 2017. As of March 31, 2017 , the 2013 through 2016 tax years are open and may be subject to potential examinations in the United States. The Company has net operating losses in the United States from prior tax periods beginning in 2002 which may be subject to examination upon utilization in future tax periods. As of March 31, 2017 , the 2011 through 2016 tax years are open and may be subject to potential examinations in Denmark and Israel. As of March 31, 2017 , the income tax returns of the Company and one of its subsidiaries in Israel are under examination by the ITA for certain years from 2011 to 2014 . The Company's operations in Israel were granted "Approved Enterprise" status by the Investment Center in the Israeli Ministry of Economy and "Beneficiary Enterprise" status from the Israeli Income Tax Authority, which makes the Company eligible for tax benefits under the Israeli Law for Encouragement of Capital Investments, 1959. Under the terms of the Beneficiary Enterprise program, income that is attributable to the Company's operations in Yokneam, Israel, is exempt from income tax commencing fiscal year 2011 through 2021 . Income that is attributable to the Company's operations in Tel Aviv, Israel is subject to a reduced income tax rate (generally between 10% and the current corporate tax rate, depending on the percentage of foreign investment in the Company) commencing fiscal year 2013 through 2021 . The Company’s effective tax rate is highly dependent upon the geographic distribution of its worldwide earnings or losses, tax regulations and tax holiday benefits in Israel, and the effectiveness of the Company’s tax planning strategies. The Company’s effective tax rates were 11.8% and (49.1)% for the three months ended March 31, 2017 and 2016 , respectively. The difference between the Company’s effective tax rate and the 35% federal statutory rate for the three months ended March 31, 2017 resulted primarily from the tax holiday in Israel and foreign earnings taxed at rates lower than the federal statutory rates, partially offset by the accrual of unrecognized tax benefits, interest and penalties associated with unrecognized tax positions, non-tax-deductible expenses such as share-based compensation and losses generated from subsidiaries without tax benefit. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous, and the Company is required to make many subjective assumptions and judgments regarding its income tax exposures. In addition, interpretations of and guidance surrounding income tax laws and regulations are subject to change over time. Any changes in the Company’s subjective assumptions and judgments could materially affect amounts recognized in its condensed consolidated balance sheets and statements of operations. The Company has maintained a valuation allowance against deferred tax assets of certain subsidiaries. The Company assesses its ability to recover its deferred tax assets on an ongoing basis. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, the Company considers available positive and negative evidence including its recent cumulative losses, its ability to carry-back losses against prior taxable income and its projected financial results. The Company also considers, commensurate with its objective verifiability, the forecast of future taxable income including the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. A valuation allowance may be recorded in the event it is deemed to be more-likely-than-not that the deferred tax asset cannot be realized. Previously established valuation allowances may also be released in the event it is deemed to be more-likely-than-not that the deferred tax asset can be realized. Any release of valuation allowance will be recorded as a tax benefit which will positively impact the Company’s operating results. Management has determined on the basis of the quarterly assessment performed at March 31, 2017 , that these deferred tax assets are not more-likely-than-not to be realized. |
OTHER INCOME, NET_
OTHER INCOME, NET: | 3 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME, NET: | OTHER INCOME, NET: Other income, net is summarized in the following table: Three Months Ended March 31, 2017 2016 (in thousands) Interest income and gains (losses) on short-term investments, net $ 878 $ 115 Foreign exchange loss, net (162 ) (9 ) Other (33 ) (45 ) Other income, net $ 683 $ 61 |
TERM DEBT_
TERM DEBT: | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
TERM DEBT: | TERM DEBT: In connection with the Company’s acquisition of EZchip, on February 22, 2016 , the Company and its wholly owned subsidiary, Mellanox Technologies, Inc., entered into a $280.0 million variable interest rate Term Debt note maturing February 21, 2019 . Debt issuance costs of $5.5 million on the Term Debt are being amortized to interest expense at the effective interest rate over the contractual term of the Term Debt. The Term Debt provides for additional term loan borrowings under certain conditions. The following table presents the Term Debt at March 31, 2017 : (in thousands) Term Debt, principal amount $ 226,000 Less unamortized debt issuance costs 3,102 Term Debt, principal net of unamortized debt issuance costs $ 222,898 Effective interest rate 3.4 % Principal on the Term Debt is paid in quarterly installments. Principal payments were scheduled at a rate of (i) 2.50% of the original principal amount beginning on June 30, 2016 and ending on March 31, 2017 , (ii) 3.75% of the original principal amount beginning on June 30, 2017 and ending on March 31, 2018 and (iii) 6.25% of the original principal amount beginning on June 30, 2018 and ending on December 31, 2018 , with the balance due on February 21, 2019 . During the three months ended March 31, 2017 the Company made a prepayment of $20.0 million on the principal, which were applied to future payment requirements. The Company is also required to make mandatory prepayments of loans under the Term Debt, subject to specified exceptions, with the proceeds of asset sales, debt issuances and specified other events. At March 31, 2017 , future scheduled principal payments on the Company's Term Debt is summarized as follows: (in thousands) 2017 remainder of year $ 5,500 2018 63,000 2019 157,500 $ 226,000 The Term Debt bears interest through maturity at a variable rate based upon, at the Company’s option, either (a) the LIBOR rate for Eurocurrency borrowing or (b) an Alternate Base Rate (“ABR”), which is the highest of (i) the administrative agent’s prime rate, (ii) one-half of 1.00% in excess of the overnight U.S. Federal Funds rate, and (iii) 1.00% in excess of the one-month LIBOR ), plus in each case, an applicable margin. The applicable margin for Eurocurrency loans ranges, based on the applicable total net leverage ratio, from 1.25% to 2.00% per annum and the applicable margin for ABR loans ranges, based on the applicable total net leverage ratio, from 0.25% to 1.00% per annum. The Company’s obligations under the Term Debt are guaranteed by all of its significant domestic and foreign subsidiaries, subject to certain agreed upon exceptions. The obligations under the Term Debt are also, subject to certain agreed upon exceptions, secured by a lien on substantially all of the Company's and certain of its subsidiaries tangible and intangible property, including 100% of the Company's and certain of its subsidiaries’ equity interests in shares of its domestic and certain foreign subsidiaries. The Term Debt contains a number of covenants and restrictions that among other things, and subject to certain agreed upon exceptions, require the Company and its subsidiaries to satisfy certain financial covenants and restricts the ability of the Company and its subsidiaries to incur liens, incur additional indebtedness, make loans and investments, engage in mergers and acquisitions, engage in asset sales, declare dividends or redeem or repurchase capital stock, prepay, redeem or purchase subordinated debt and amend or otherwise alter debt agreements, in each case, subject to certain agreed upon exceptions. A failure to comply with these covenants could permit the lenders under the Term Debt to declare all amounts borrowed under the Term Debt, together with accrued interest and fees, to be immediately due and payable. At March 31, 2017 , the Company was in compliance with the covenants for the Term Debt. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS: On April 9, 2017, the Company entered into a lease agreement for office space expected to be built in Tel-Aviv, Israel. The Company plans to relocate its Tel-Aviv offices to these premises, once construction is complete and the lease in its current office space expires on or about the end of 2021. The lease term expires 10 years after lease inception. The Company has an option to extend the lease term up to 10 years after the end of the original lease term. The estimated total future lease obligation is approximately $53.9 million . Over a twelve-month period, an estimated rental expense is approximately $5.4 million , and if recognized, would increase the Company's operating expenses in its condensed consolidated statement of operations. On April 25 2017, the Company's shareholders approved the Mellanox Technologies, Ltd. Second Amended and Restated Global Share Incentive Plan (2006) (the “Second Restated Plan”), which constitutes a second amendment and restatement of the Mellanox Technologies, Ltd. Global Share Incentive Plan (2006) and its appendices (the “2006 Plan”), as amended and restated by the Mellanox Technologies, Ltd. Amended and Restated Global Share Incentive Plan (2006) as of March 14, 2016 (the “First Restated Plan”). The Second Restated Plan became effective on February 14, 2017. The Second Restated Plan increases the ordinary shares reserved for issuance under the First Restated Plan by 1,640,000 shares to 2,390,000 shares plus any shares subject to issued and outstanding awards under the other equity incentive plans that existed prior to the First Restated Plan that expire, are cancelled or otherwise terminate after the effective date of the First Restated Plan. The Second Restated Plan also extends the term of the First Restated Plan to February 14, 2027. In addition, the Second Restated Plan implements additional amendments to reflect compensation and governance best practices. |
THE COMPANY AND SUMMARY OF SI22
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of presentation | Principles of presentation The unaudited condensed consolidated financial statements include the Company's accounts as well as those of its wholly owned subsidiaries after the elimination of all intercompany balances and transactions. The unaudited condensed consolidated financial statements included in this quarterly report on Form 10-Q have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The year-end balance sheet data were derived from audited consolidated financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States ("GAAP"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , filed with the SEC on February 17, 2017. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2017 or thereafter. |
Risks and uncertainties | Risks and uncertainties The Company is subject to all of the risks inherent in a company which operates in the dynamic and competitive semiconductor industry. Significant changes in any of the following areas could have a material adverse impact on the Company's financial position and results of operations: unpredictable volume or timing of customer orders; ordered product mix; the sales outlook and purchasing patterns of the Company's customers based on consumer demands and general economic conditions; loss of one or more of the Company's customers; decreases in the average selling prices of products or increases in the average cost of finished goods; the availability, pricing and timeliness of delivery of components used in the Company's products; reliance on a limited number of subcontractors to manufacture, assemble, package and production test the Company's products; the Company's ability to successfully develop, introduce and sell new or enhanced products in a timely manner; product obsolescence and the Company's ability to manage product transitions; the timing of announcements or introductions of new products by the Company's competitors; and the Company's ability to successfully integrate acquired businesses. |
Use of estimates | Use of estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of net revenue and expenses in the reporting periods. The Company regularly evaluates estimates and assumptions related to revenue recognition, allowances for doubtful accounts, allowances for price adjustments, investment valuation, warranty reserves, inventory reserves, share-based compensation expense, long-term asset valuations, useful lives of property, equipment, and intangibles, accounting for business combinations, goodwill and purchased intangible asset valuation, investments in privately-held companies, accounting and fair value of financial instruments and derivatives, deferred income tax asset valuation, uncertain tax positions, and litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results that the Company experiences may differ materially and adversely from the Company's original estimates. To the extent there are material differences between the estimates and actual results, the Company's future results of operations will be affected. |
Recent accounting pronouncements | Recent accounting pronouncements In October 2016, the Financial Accounting Standards Board, ("FASB") issued ASU No. 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory , which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of a fiscal year. The new standard should be adopted on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently in the process of evaluating the impact of this new pronouncement on its condensed consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The standard clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The standard becomes effective for the Company beginning January 1, 2018. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Assumptions, models, and methods used in estimating an allowance for loan and lease losses are required disclosures under the standard. A cumulative-effect adjustment to retained earnings is recorded in the period of adoption and a prospective transition approach is applied for certain assets. The standard becomes effective for the Company beginning January 1, 2020. Early application is permitted beginning January 1, 2019. The Company is currently evaluating the effect that the standard will have on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The standard requires lessees to recognize almost all leases on the balance sheet as a right-of-use asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. Early adoption of the standard is allowed. The standard becomes effective for the Company beginning January 1, 2019. The Company is currently evaluating the effect that the standard will have on its condensed consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10) . The standard requires entities to carry all investments in equity securities, with certain exceptions, at fair value with adjustment recorded through net income ("FVTNI"). The standard eliminates the requirement of recognizing unrealized gains or losses in other comprehensive income for trading or available-for-sale marketable equity securities. The standard requires the total fair value change attributable to instrument-specific credit risk, excluding derivative liability instruments, to be reflected in other comprehensive income. The standard requires an evaluation for the need of a valuation allowance for deferred tax assets related to debt securities classified as available-for-sale in combination with the Company's other deferred tax assets. The standard becomes effective for the Company beginning January 1, 2018 and early adoption is allowed. The Company is currently evaluating the effect that the standard will have on its condensed consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and may be applied retrospectively to each prior period presented, or applied using a modified retrospective method with the cumulative effect recognized in the beginning retained earnings during the period of initial application. Subsequently, the FASB has issued several additional ASUs related to ASU No. 2014-09, collectively they are referred to as the “new revenue standards”, which become effective for the Company beginning January 1, 2018. The Company expects to adopt the new revenue standards using the modified retrospective method. Under the current guidance, the Company recognizes distributor revenue based on the sell-through method. Upon the adoption of the new revenue standards, the Company will recognize distributor revenue based on the sell-in method, net of the estimated allowances for price adjustments. The Company is still in the process of evaluating the other effects that the new revenue standards will have on its condensed consolidated financial statements and related disclosures. |
THE COMPANY AND SUMMARY OF SI23
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of revenues and accounts receivable from customers | The following table summarizes the revenues from customers (including original equipment manufacturers) in excess of 10% of the total revenues: Three Months Ended March 31, 2017 2016 Hewlett Packard Enterprise 13 % 20 % Dell 13 % * ____________________ * Less than 10% The following table summarizes accounts receivable balances in excess of 10% of total accounts receivable: March 31, 2017 December 31, 2016 Hewlett Packard Enterprise 12 % 23 % Ingram Micro 11 % * ____________________ * Less than 10% |
Schedule of changes in the entity's liability for product warranty | The following table provides changes in the product warranty accrual for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 (In thousands) Balance, beginning of the period $ 1,474 $ 1,641 Assumed warranty liability from acquisition — 290 New warranties issued during the period 436 369 Reversal of warranty reserves (356 ) (134 ) Settlements during the period (343 ) (348 ) Balance, end of the period 1,211 1,818 Less: long-term portion of product warranty liability (162 ) (386 ) Current portion, end of the period $ 1,049 $ 1,432 |
Schedule of computation of basic and diluted net income per share | The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 (In thousands, except per share data) Net loss $ (12,244 ) $ (7,168 ) Basic and diluted shares: Weighted average ordinary shares outstanding 49,337 47,358 Effect of dilutive shares — — Shares used to compute diluted net loss per share 49,337 47,358 Net loss per share — basic $ (0.25 ) $ (0.15 ) Net loss per share — diluted $ (0.25 ) $ (0.15 ) |
BALANCE SHEET COMPONENTS_ - (Ta
BALANCE SHEET COMPONENTS: - (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of balance sheet components | March 31, 2017 December 31, 2016 (In thousands) Accounts receivable, net: Accounts receivable, gross $ 126,868 $ 142,400 Less: allowance for doubtful accounts (632 ) (632 ) $ 126,236 $ 141,768 Inventories: Raw materials $ 7,227 $ 8,243 Work-in-process 28,579 26,118 Finished goods 39,541 31,162 $ 75,347 $ 65,523 Other current assets: Prepaid expenses $ 10,424 $ 9,053 Derivative contracts receivable 3,398 257 VAT receivable 6,013 6,093 Other 3,172 1,943 $ 23,007 $ 17,346 Property and equipment, net: Computer, equipment, and software $ 227,100 $ 214,719 Furniture and fixtures 5,270 5,210 Leasehold improvements 49,619 46,693 281,989 266,622 Less: Accumulated depreciation and amortization (158,076 ) (148,037 ) $ 123,913 $ 118,585 Deferred taxes and other long-term assets: Equity investments in private companies $ 19,720 $ 12,720 Deferred taxes 23,355 22,413 Other assets 6,827 1,580 $ 49,902 $ 36,713 Accrued liabilities: Payroll and related expenses $ 63,580 $ 62,969 Accrued expenses 36,079 33,125 Derivative contracts payable 6 1,006 Product warranty liability 1,049 1,263 Other 6,428 6,679 $ 107,142 $ 105,042 Other long-term liabilities: Income tax payable $ 24,553 $ 24,184 Deferred rent 2,437 2,504 Other 4,527 3,892 $ 31,517 $ 30,580 |
BUSINESS COMBINATION_ (Tables)
BUSINESS COMBINATION: (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of business combination consideration transferred | The following summarizes consideration paid for EZchip at the acquisition date: (in thousands) Consideration: Cash payment for all outstanding common shares of EZchip at $25.50 per share $ 781,237 Fair value of awards attributable to pre-acquisition services 972 Total consideration: 782,209 Less: cash acquired 87,545 Fair value of total consideration transferred, net of cash acquired $ 694,664 |
Schedule of recognized identified assets acquired and liabilities assumed | The following summarizes the Company's allocation of the total purchase price, net of cash acquired for the EZchip acquisition after consultation with third party valuation specialists: (in thousands) Short-term investments $ 108,862 Other current assets 34,114 Other long-term assets 9,638 Intangible assets 288,246 Goodwill 270,485 Total assets 711,345 Current liabilities (10,253 ) Long-term liabilities (6,428 ) Total liabilities (16,681 ) Total preliminary purchase price allocation $ 694,664 |
Finite-lived and indefinite-lived intangible assets acquired as part of business combination | Identifiable finite-lived intangible assets Fair value Weighted Average Useful Life (in thousands) (in years) Purchased intangible assets: Trade names $ 5,600 3 Customer relationships 56,400 9 Backlog 11,300 1 Developed technology 181,246 4 - 6 In process research and development (1) 33,700 - Total purchased intangible assets $ 288,246 (1) In-process research and development ("IPR&D") will not be amortized until the underlying products reach technological feasibility. Upon completion, each IPR&D project will be amortized over its useful life. |
FAIR VALUE MEASUREMENTS_ (Table
FAIR VALUE MEASUREMENTS: (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of the fair value hierarchy of the Company's financial assets and liabilities measured at fair value | The following table represents the fair value hierarchy of the Company's financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 : Level 1 Level 2 Total (in thousands) Money market funds $ 4,098 $ — $ 4,098 Certificates of deposit — 79,147 79,147 U.S. Government and agency securities — 44,636 44,636 Commercial paper — 30,316 30,316 Corporate bonds — 89,082 89,082 Municipal bonds — 8,635 8,635 Foreign government bonds — 15,017 15,017 4,098 266,833 270,931 Derivative contracts 3,398 3,398 Total financial assets $ 4,098 $ 270,231 $ 274,329 Derivative contracts — 6 6 Total financial liabilities $ — $ 6 $ 6 The following table represents the fair value hierarchy of the Company's financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 : Level 1 Level 2 Total (in thousands) Money market funds $ 1,833 $ — $ 1,833 Certificates of deposit — 78,643 78,643 U.S. Government and agency securities — 56,347 56,347 Commercial paper — 29,483 29,483 Corporate bonds — 94,162 94,162 Municipal bonds — 7,706 7,706 Foreign government bonds — 5,320 5,320 1,833 271,661 273,494 Derivative contracts — 257 257 Total financial assets $ 1,833 $ 271,918 $ 273,751 Derivative contracts — 1,006 1,006 Total financial liabilities $ — $ 1,006 $ 1,006 |
INVESTMENTS_ (Tables)
INVESTMENTS: (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of cash, cash equivalents and short-term investments | The short-term investments are classified as available-for-sale securities. The cash, cash equivalents and short-term investments at March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 Amortized Unrealized Unrealized Estimated (in thousands) Cash $ 54,259 $ — $ — $ 54,259 Money market funds 4,098 — — 4,098 Certificates of deposit 79,147 — — 79,147 U.S. Government and agency securities 44,741 1 (106 ) 44,636 Commercial paper 30,318 7 (9 ) 30,316 Corporate bonds 89,131 51 (100 ) 89,082 Municipal bonds 8,642 1 (8 ) 8,635 Foreign government bonds 15,021 5 (9 ) 15,017 Total 325,357 65 (232 ) 325,190 Less amounts classified as cash and cash equivalents (58,357 ) — — (58,357 ) Short-term investments $ 267,000 $ 65 $ (232 ) $ 266,833 December 31, 2016 Amortized Unrealized Unrealized Estimated (in thousands) Cash $ 54,947 $ — $ — $ 54,947 Money market funds 1,833 — — 1,833 Certificates of deposit 78,643 — — 78,643 U.S. Government and agency securities 56,431 2 (86 ) 56,347 Commercial paper 29,486 — (3 ) 29,483 Corporate bonds 94,292 37 (167 ) 94,162 Municipal bonds 7,718 — (12 ) 7,706 Foreign government bonds 5,327 — (7 ) 5,320 Total 328,677 39 (275 ) 328,441 Less amounts classified as cash and cash equivalents (56,780 ) — — (56,780 ) Short-term investments $ 271,897 $ 39 $ (275 ) $ 271,661 |
Schedule of contractual maturities of short-term investments | The contractual maturities of short-term investments at March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Amortized Estimated Amortized Estimated (in thousands) Due in less than one year $ 155,609 $ 155,499 $ 157,270 $ 157,163 Due in one to three years 111,391 111,334 114,627 114,498 $ 267,000 $ 266,833 $ 271,897 $ 271,661 |
GOODWILL AND INTANGIBLE ASSET28
GOODWILL AND INTANGIBLE ASSETS: (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following table represents changes in the carrying amount of goodwill: (in thousands) Carrying amount of goodwill at December 31, 2016 $ 471,228 Acquisitions — Adjustments — Balance as of March 31, 2017 $ 471,228 |
Schedule of carrying amounts of intangible assets | The carrying amounts of intangible assets as of March 31, 2017 were as follows: Gross Accumulated Net (in thousands) Licensed technology $ 28,916 $ (8,732 ) $ 20,184 Developed technology 250,043 (86,178 ) 163,865 Customer relationships 69,776 (19,494 ) 50,282 Trade names 5,600 (2,056 ) 3,544 Total finite-lived amortizable intangible assets 354,335 (116,460 ) 237,875 In-process research and development 29,500 — 29,500 Total intangible assets $ 383,835 $ (116,460 ) $ 267,375 The carrying amounts of intangible assets as of December 31, 2016 were as follows: Gross Accumulated Net (in thousands) Licensed technology $ 24,583 $ (6,559 ) $ 18,024 Developed technology 250,043 (75,591 ) 174,452 Customer relationships 69,776 (17,731 ) 52,045 Backlog 11,300 (11,300 ) — Trade names 5,600 (1,590 ) 4,010 Total finite-lived amortizable intangible assets 361,302 (112,771 ) 248,531 In-process research and development 29,500 — 29,500 Total intangible assets $ 390,802 $ (112,771 ) $ 278,031 |
Schedule of estimated future amortization expense from amortizable intangible assets | The estimated future amortization expense from amortizable intangible assets is as follows: (in thousands) 2017 (remaining nine months) $ 45,466 2018 54,826 2019 47,194 2020 36,145 2021 30,618 Thereafter 23,626 Total $ 237,875 |
DERIVATIVES AND HEDGING ACTIV29
DERIVATIVES AND HEDGING ACTIVITIES: (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value of derivative contracts | The fair value of derivatives contracts in the unaudited condensed consolidated balance sheets at March 31, 2017 and December 31, 2016 were as follows: Other current assets Accrued liabilities Other current assets Accrued liabilities March 31, 2017 December 31, 2016 (in thousands) Derivatives designated as hedging instruments Currency forward and option contracts $ 3,398 $ 3 $ 257 $ 999 Derivatives not designated as hedging instruments Currency forward and option contracts $ — $ 3 $ — $ 7 Total derivatives $ 3,398 $ 6 $ 257 $ 1,006 |
Schedule of notional amounts of outstanding derivative positions | The notional amounts of outstanding derivative contracts in U.S. dollars at March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 (in thousands) Derivatives designated as hedging instruments Currency forward and option contracts $ 86,729 $ 105,730 Derivatives not designated as hedging instruments Currency forward and option contracts $ 44,879 $ 34,330 |
Schedule of designated derivative contracts as cash flow hedges and their impact on OCI | The following table represents the unrealized gains (losses) of derivatives designated as hedging instruments, net of tax effects, that were recorded in accumulated other comprehensive income as of March 31, 2017 and December 31, 2016 and their effect on OCI for the three months ended March 31, 2017 : (in thousands) December 31, 2016 $ (692 ) Amount of gain recognized in OCI (effective portion) 5,680 Amount of gain reclassified from OCI to income (effective portion) (1,436 ) March 31, 2017 $ 3,552 |
Effect of derivative contracts on the condensed consolidated statement of operations | The effect of derivative contracts on the unaudited condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016 was as follows: Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Three Months Ended March 31, Three Months Ended March 31, 2017 2016 2017 2016 (in thousands) Operating income $ 1,436 $ 138 $ — $ — Other income $ — $ — $ 2,066 $ 272 |
COMMITMENTS AND CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES: (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments under non-cancelable operating and capital leases | At March 31, 2017 , future minimum payments under non-cancelable operating leases are as follows: (in thousands) 2017 (remaining nine months) $ 17,050 2018 18,569 2019 13,553 2020 11,466 2021 8,093 Thereafter 10,388 Total minimum lease payments $ 79,119 |
Purchase commitment, excluding long-term commitment | At March 31, 2017 , the Company had the following non-cancelable purchase commitments: (in thousands) 2017 (remaining nine months) $ 116,229 2018 3,400 2019 610 2020 154 2021 51 Thereafter — $ 120,444 |
SHARE INCENTIVE PLANS_ (Tables)
SHARE INCENTIVE PLANS: (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of share option awards activity under equity incentive plans | Share option activity under the Company's equity incentive plans in the three months ended March 31, 2017 is set forth below: Options Outstanding Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2016 1,634,485 $ 32.79 Options exercised (105,010 ) $ 14.54 Options canceled (6,960 ) $ 59.28 Outstanding at March 31, 2017 1,522,515 $ 33.93 |
Summary of restricted share units activity | RSU activity under the Company's equity incentive plans in the three months ended March 31, 2017 is set forth below: Restricted Share Units Outstanding Number of Shares Weighted Average Grant Date Fair Value Non-vested restricted share units at December 31, 2016 3,324,519 $ 46.67 Restricted share units granted 101,760 $ 44.83 Restricted share units vested (239,568 ) $ 44.55 Restricted share units canceled (93,776 ) $ 47.07 Non-vested restricted share units at March 31, 2017 3,092,935 $ 46.76 |
Summary of ordinary shares reserved for future issuance under equity incentive plans | The Company had the following ordinary shares reserved for future issuance under its equity incentive plans as of March 31, 2017 : Number of Share options outstanding 1,522,515 Restricted share units outstanding 3,092,935 Shares authorized for future issuance 525,692 ESPP shares available for future issuance 3,724,647 Total shares reserved for future issuance as of March 31, 2017 8,865,789 |
Schedule of weighted average assumptions used to value share options granted | The following weighted average assumptions were used to value ESPP shares issued pursuant to the Company's share incentive plans for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Dividend yield — % — % Expected volatility 25.3 % 37.6 % Risk free interest rate 0.91 % 0.46 % Expected life, years 0.5 0.5 |
Summary of the distribution of total share-based compensation expense | The following table summarizes the distribution of total share-based compensation expense in the unaudited condensed consolidated statements of operations: Three Months Ended March 31, 2017 2016 (in thousands) Cost of goods sold $ 482 $ 475 Research and development 8,690 9,152 Sales and marketing 3,338 3,648 General and administrative 2,258 4,991 Total share-based compensation expense $ 14,768 $ 18,266 |
ACCUMULATED OTHER COMPREHENSI32
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS): (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Summary of the changes in accumulated balances of other comprehensive income (loss) | The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the three months ended March 31, 2017 and 2016 : Unrealized Gains (Losses) on Available-for-Sale Securities Unrealized Gains (Losses) on Derivatives Designated as Hedging Instruments Total (in thousands) Balance at December 31, 2016 $ (236 ) $ (692 ) $ (928 ) Other comprehensive income/(loss) before reclassifications, net of taxes 73 5,680 5,753 Realized (gains)/losses reclassified from accumulated other comprehensive income (4 ) (1,436 ) (1,440 ) Net current-period other comprehensive income/(loss), net of taxes 69 4,244 4,313 Balance at March 31, 2017 $ (167 ) $ 3,552 $ 3,385 Balance at December 31, 2015 $ (578 ) $ (1,091 ) $ (1,669 ) Other comprehensive income/(loss) before reclassifications, net of taxes 40 3,630 3,670 Realized (gains)/losses reclassified from accumulated other comprehensive income 560 (138 ) 422 Net current-period other comprehensive income/(loss), net of taxes 600 3,492 4,092 Balance at March 31, 2016 $ 22 $ 2,401 $ 2,423 |
Reclassification out of accumulated other comprehensive income | The following table provides details about reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2017 and 2016: Realized (Gains)/Losses Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement of Operations Three Months Ended March 31, 2017 2016 (in thousands) Realized (gains)/losses on derivatives designated as hedging instruments $ (1,436 ) $ (138 ) Cost of revenues and Operating expenses: (84 ) (12 ) Cost of revenues (115 ) 33 General and administrative (145 ) (21 ) Sales and marketing (1,092 ) (138 ) Research and development Realized (gains)/losses on available-for-sale securities (4 ) 560 Other income, net Total reclassifications for the period $ (1,440 ) $ 422 Total |
OTHER INCOME, NET_ (Tables)
OTHER INCOME, NET: (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of other income, net | Other income, net is summarized in the following table: Three Months Ended March 31, 2017 2016 (in thousands) Interest income and gains (losses) on short-term investments, net $ 878 $ 115 Foreign exchange loss, net (162 ) (9 ) Other (33 ) (45 ) Other income, net $ 683 $ 61 |
TERM DEBT_ (Tables)
TERM DEBT: (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The following table presents the Term Debt at March 31, 2017 : (in thousands) Term Debt, principal amount $ 226,000 Less unamortized debt issuance costs 3,102 Term Debt, principal net of unamortized debt issuance costs $ 222,898 Effective interest rate 3.4 % |
Contractual obligation, fiscal year maturity schedule | At March 31, 2017 , future scheduled principal payments on the Company's Term Debt is summarized as follows: (in thousands) 2017 remainder of year $ 5,500 2018 63,000 2019 157,500 $ 226,000 |
THE COMPANY AND SUMMARY OF SI35
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- (ASU adoption) (Details) - Accounting Standards Update 2016-09 [Member] - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred tax assets, valuation allowance | $ 4.6 | |
Deferred tax assets, net | $ 4.6 | |
Retained Earnings [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect of new accounting principle in period of adoption | $ (0.8) | |
Additional Paid-in Capital [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect of new accounting principle in period of adoption | $ 0.8 |
THE COMPANY AND SUMMARY OF SI36
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Concentration of credit risk) (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Hewlett Packard Enterprise [Member] | Net sales revenue [Member] | |||
Concentration of credit risk | |||
Percentage of consolidated revenue by major customer | 13.00% | 20.00% | |
Hewlett Packard Enterprise [Member] | Accounts receivable [Member] | |||
Concentration of credit risk | |||
Percentage of consolidated revenue by major customer | 12.00% | 23.00% | |
Dell [Member] | Net sales revenue [Member] | |||
Concentration of credit risk | |||
Percentage of consolidated revenue by major customer | 13.00% | ||
Ingram Micro [Member] | Accounts receivable [Member] | |||
Concentration of credit risk | |||
Percentage of consolidated revenue by major customer | 11.00% |
THE COMPANY AND SUMMARY OF SI37
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Product warranty) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Changes in the entity's liability for product warranty | |||
Product warranty liability, beginning of period | $ 1,474 | $ 1,641 | |
Assumed warranty liability from acquisition | 0 | 290 | |
New warranties issued during the period | 436 | 369 | |
Reversal of warranty reserves | (356) | (134) | |
Settlements during the period | (343) | (348) | |
Product warranty liability, end of period | 1,211 | 1,818 | |
Less: long-term portion of product warranty liability | (162) | (386) | |
Current portion, end of the period | $ 1,049 | $ 1,432 | $ 1,263 |
THE COMPANY AND SUMMARY OF SI38
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Basic and diluted earnings per share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (12,244) | $ (7,168) | |
Basic and diluted shares: | |||
Weighted average ordinary shares (in shares) | 49,337 | 47,358 | |
Dilutive effect of employee share options and restricted stock units (RSUs) (in shares) | 0 | 0 | |
Shares used to compute diluted net income per share (in shares) | 49,337 | 47,358 | |
Net income per share - basic (in USD per share) | $ (0.25) | $ (0.15) | |
Net income per share - diluted (in USD per share) | $ (0.25) | $ (0.15) | |
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 4,600 | 5,900 |
BALANCE SHEET COMPONENTS_ (Deta
BALANCE SHEET COMPONENTS: (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Accounts receivable, net: | |||
Accounts receivable, gross | $ 126,868 | $ 142,400 | |
Less: allowance for doubtful accounts | (632) | (632) | |
Accounts receivable, net | 126,236 | 141,768 | |
Inventories: | |||
Raw materials | 7,227 | 8,243 | |
Work-in-process | 28,579 | 26,118 | |
Finished goods | 39,541 | 31,162 | |
Inventories | 75,347 | 65,523 | |
Other current assets: | |||
Prepaid expenses | 10,424 | 9,053 | |
Derivative contracts receivable | 3,398 | 257 | |
VAT receivable | 6,013 | 6,093 | |
Other | 3,172 | 1,943 | |
Other current assets | 23,007 | 17,346 | |
Property and equipment, net: | |||
Property and equipment, net | 281,989 | 266,622 | |
Less: Accumulated depreciation and amortization | (158,076) | (148,037) | |
Property and equipment, net | 123,913 | 118,585 | |
Deferred taxes and other long-term assets: | |||
Equity investments in private companies | 19,720 | 12,720 | |
Deferred taxes | 23,355 | 22,413 | |
Other assets | 6,827 | 1,580 | |
Deferred taxes and other long-term assets | 49,902 | 36,713 | |
Accrued liabilities: | |||
Payroll and related expenses | 63,580 | 62,969 | |
Accrued expenses | 36,079 | 33,125 | |
Derivative contracts payable | 6 | 1,006 | |
Product warranty liability | 1,049 | 1,263 | $ 1,432 |
Other | 6,428 | 6,679 | |
Accrued liabilities | 107,142 | 105,042 | |
Other long-term liabilities: | |||
Income tax payable | 24,553 | 24,184 | |
Deferred rent | 2,437 | 2,504 | |
Other | 4,527 | 3,892 | |
Other long-term liabilities | 31,517 | 30,580 | |
Computer equipment, and software [Member] | |||
Property and equipment, net: | |||
Property and equipment, net | 227,100 | 214,719 | |
Furniture and fixtures {Member] | |||
Property and equipment, net: | |||
Property and equipment, net | 5,270 | 5,210 | |
Leasehold improvements [Member] | |||
Property and equipment, net: | |||
Property and equipment, net | $ 49,619 | $ 46,693 |
BUSINESS COMBINATION_ (Details)
BUSINESS COMBINATION: (Details) - USD ($) | Feb. 23, 2016 | Nov. 17, 2015 | Sep. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 |
Business Acquisition [Line Items] | |||||
Effective date of acquisition | Feb. 23, 2016 | ||||
Name of acquired entity | EZchip | ||||
Date of acquisition agreement | Nov. 17, 2015 | Sep. 30, 2015 | |||
Cash acquired | $ 87,500 | ||||
Consideration transferred | $ 693,700,000 | ||||
EZchip purchase price (in USD per share) | $ 25.50 | ||||
Current liabilities | $ 10,253,000 | ||||
Share-based compensation expense | $ 22,200,000 | ||||
Award requisite service period (in years) | 2 years 3 months 1 day | ||||
Debt instrument, face amount | $ 280,000,000 | ||||
Debt instrument, maturity date | Feb. 21, 2019 | ||||
Employee Stock Option [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price (in USD per share) | $ 46.40 | $ 50.95 | |||
EZchip [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash acquired | $ 782,209,000 | ||||
Cash payment for all outstanding common stock of EZchip at $25.50 per share | $ 781,237,000 | ||||
EZchip purchase price (in USD per share) | $ 25.50 | ||||
Cash acquired from acquisition | $ 87,545,000 | ||||
EZchip [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of awards attributable to pre-acquisition services, component of purchase price | $ 1,000,000 | ||||
Conversion of stock, shares converted | 891,822 | ||||
EZchip [Member] | Acquisition-related EZchip [Member] | |||||
Business Acquisition [Line Items] | |||||
Equity interest issued or issuable, number of shares | 499,894 |
BUSINESS COMBINATION_ CONSIDERA
BUSINESS COMBINATION: CONSIDERATION (Details) - USD ($) | Feb. 23, 2016 | Mar. 31, 2016 |
Business Acquisition [Line Items] | ||
EZchip purchase price (in USD per share) | $ 25.50 | |
Total consideration: | $ 87,500 | |
EZchip [Member] | ||
Business Acquisition [Line Items] | ||
EZchip purchase price (in USD per share) | $ 25.50 | |
Cash payment for all outstanding common stock of EZchip at $25.50 per share | $ 781,237,000 | |
Fair value of awards attributable to pre-acquisition services | 972,000 | |
Total consideration: | 782,209,000 | |
Less: cash acquired | 87,545,000 | |
Fair value of total consideration transferred, net of cash acquired | $ 694,664,000 |
BUSINESS COMBINATION_ ASSETS AN
BUSINESS COMBINATION: ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Feb. 23, 2016 | |
Business Acquisition [Line Items] | ||||
Short-term investments | $ 108,862 | |||
Other current assets | 34,114 | |||
Other long-term assets | 9,638 | |||
Intangible assets | 288,246 | |||
Goodwill | $ 471,228 | $ 471,228 | 270,485 | |
Total assets | 711,345 | |||
Current liabilities | (10,253) | |||
Long-term liabilities | (6,428) | |||
Total liabilities | (16,681) | |||
Total preliminary purchase price allocation | $ 694,664 | |||
Material business combination EZchip [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination, acquisition related costs | $ 300 | $ 6,700 |
BUSINESS COMBINATION_ INTANGIBL
BUSINESS COMBINATION: INTANGIBLE ASSETS (Details) $ in Thousands | Feb. 23, 2016USD ($) | Mar. 31, 2017 | Sep. 30, 2016USD ($) |
Business Acquisition [Line Items] | |||
Intangible assets | $ 288,246 | ||
Trade names [Member] | |||
Business Acquisition [Line Items] | |||
Recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | $ 5,600 | ||
Fair value inputs, discount rate | 10.00% | ||
Finite-lived intangible asset, useful life (in years) | 3 years | ||
Customer relationships [Member] | |||
Business Acquisition [Line Items] | |||
Recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | $ 56,400 | ||
Fair value inputs, discount rate | 10.00% | ||
Finite-lived intangible asset, useful life (in years) | 9 years | ||
Backlog [Member] | |||
Business Acquisition [Line Items] | |||
Recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | $ 11,300 | ||
Fair value inputs, discount rate | 8.00% | ||
Finite-lived intangible asset, useful life (in years) | 1 year | ||
Technology-Based Intangible Assets [Member] | |||
Business Acquisition [Line Items] | |||
Recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | $ 181,246 | $ 4,200 | |
Fair value inputs, discount rate | 9.00% | ||
Finite-lived intangible asset, useful life (in years) | 3 years | ||
In Process research and development [Member] | |||
Business Acquisition [Line Items] | |||
Recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | $ 33,700 | ||
Fair value inputs, discount rate | 12.00% | ||
IPR&D projects | 1 | ||
Estimated cost to complete in process research and development | $ 22,300 | ||
Minimum [Member] | Technology-Based Intangible Assets [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life (in years) | 4 years | ||
Maximum [Member] | Technology-Based Intangible Assets [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life (in years) | 6 years |
FAIR VALUE MEASUREMENTS_ (Detai
FAIR VALUE MEASUREMENTS: (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Feb. 23, 2016 |
Financial assets measured at fair value | |||
Term Debt, principal amount | $ 226,000,000 | ||
Debt instrument, face amount | $ 280,000,000 | ||
Debt, fair value disclosure | 225,900,000 | ||
Fair value, assets, level 1 to level 2 transfers, amount | 0 | $ 0 | |
Fair value, measurements, recurring basis [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 274,329,000 | 273,751,000 | |
Investments, Fair Value Disclosure | 270,931,000 | 273,494,000 | |
Financial and nonfinancial liabilities, fair value disclosure | 6,000 | 1,006,000 | |
Fair value, measurements, recurring basis [Member] | Money market funds [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 4,098,000 | 1,833,000 | |
Fair value, measurements, recurring basis [Member] | Certificates of deposits [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 79,147,000 | 78,643,000 | |
Fair value, measurements, recurring basis [Member] | U.S. Government and agency securities [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 44,636,000 | 56,347,000 | |
Fair value, measurements, recurring basis [Member] | Commercial paper [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 30,316,000 | 29,483,000 | |
Fair value, measurements, recurring basis [Member] | Corporate bonds [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 89,082,000 | 94,162,000 | |
Fair value, measurements, recurring basis [Member] | Municipal bonds [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 8,635,000 | 7,706,000 | |
Fair value, measurements, recurring basis [Member] | Foreign government bonds [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 15,017,000 | 5,320,000 | |
Fair value, measurements, recurring basis [Member] | Level 1 [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 4,098,000 | 1,833,000 | |
Investments, Fair Value Disclosure | 4,098,000 | 1,833,000 | |
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 | |
Fair value, measurements, recurring basis [Member] | Level 1 [Member] | Money market funds [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 4,098,000 | 1,833,000 | |
Fair value, measurements, recurring basis [Member] | Level 2 [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 270,231,000 | 271,918,000 | |
Investments, Fair Value Disclosure | 266,833,000 | 271,661,000 | |
Financial and nonfinancial liabilities, fair value disclosure | 6,000 | 1,006,000 | |
Fair value, measurements, recurring basis [Member] | Level 2 [Member] | Money market funds [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 0 | 0 | |
Fair value, measurements, recurring basis [Member] | Level 2 [Member] | Certificates of deposits [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 79,147,000 | 78,643,000 | |
Fair value, measurements, recurring basis [Member] | Level 2 [Member] | U.S. Government and agency securities [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 44,636,000 | 56,347,000 | |
Fair value, measurements, recurring basis [Member] | Level 2 [Member] | Commercial paper [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 30,316,000 | 29,483,000 | |
Fair value, measurements, recurring basis [Member] | Level 2 [Member] | Corporate bonds [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 89,082,000 | 94,162,000 | |
Fair value, measurements, recurring basis [Member] | Level 2 [Member] | Municipal bonds [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 8,635,000 | 7,706,000 | |
Fair value, measurements, recurring basis [Member] | Level 2 [Member] | Foreign government bonds [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 15,017,000 | 5,320,000 | |
Derivative financial instruments, assets [Member] | Fair value, measurements, recurring basis [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 3,398,000 | 257,000 | |
Derivative financial instruments, assets [Member] | Fair value, measurements, recurring basis [Member] | Level 1 [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 0 | ||
Derivative financial instruments, assets [Member] | Fair value, measurements, recurring basis [Member] | Level 2 [Member] | |||
Financial assets measured at fair value | |||
Financial assets | 3,398,000 | 257,000 | |
Derivative financial instruments, liabilities [Member] | Fair value, measurements, recurring basis [Member] | |||
Financial assets measured at fair value | |||
Financial and nonfinancial liabilities, fair value disclosure | 6,000 | 1,006,000 | |
Derivative financial instruments, liabilities [Member] | Fair value, measurements, recurring basis [Member] | Level 2 [Member] | |||
Financial assets measured at fair value | |||
Financial and nonfinancial liabilities, fair value disclosure | $ 6,000 | $ 1,006,000 |
INVESTMENTS_ (Details)
INVESTMENTS: (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Amortized Cost | |||
Amortized cost | $ 325,357 | $ 328,677 | |
Less amounts classified as cash and cash equivalents | (58,357) | (56,780) | |
Available-for-sale securities, amortized cost basis | 267,000 | 271,897 | |
Available-for-sale Securities, Gross Unrealized Gain (Loss) [Abstract] | |||
Unrealized gains | 65 | 39 | |
Available for sale securities accumulated gross unrealized gain before tax less cash and cash equivalents | 65 | 39 | |
Unrealized losses | (232) | (275) | |
Available for sale securities accumulated gross unrealized loss before tax less cash and cash equivalents | (232) | (275) | |
Estimated Fair Value | |||
Short term investments, fair value | 325,190 | 328,441 | |
Available-for-sale securities | 266,833 | 271,661 | |
Realized gains (losses) on the sale of marketable securities | 900 | $ (100) | |
Cash [Member] | |||
Amortized Cost | |||
Amortized cost | 54,259 | 54,947 | |
Estimated Fair Value | |||
Short term investments, fair value | 54,259 | 54,947 | |
Money market funds [Member] | |||
Amortized Cost | |||
Amortized cost | 4,098 | 1,833 | |
Estimated Fair Value | |||
Short term investments, fair value | 4,098 | 1,833 | |
Certificates of deposits [Member] | |||
Amortized Cost | |||
Amortized cost | 79,147 | 78,643 | |
Available-for-sale Securities, Gross Unrealized Gain (Loss) [Abstract] | |||
Unrealized gains | 0 | 0 | |
Unrealized losses | 0 | 0 | |
Estimated Fair Value | |||
Short term investments, fair value | 79,147 | 78,643 | |
U.S. Government and agency securities [Member] | |||
Amortized Cost | |||
Amortized cost | 44,741 | 56,431 | |
Available-for-sale Securities, Gross Unrealized Gain (Loss) [Abstract] | |||
Unrealized gains | 1 | 2 | |
Unrealized losses | (106) | (86) | |
Estimated Fair Value | |||
Short term investments, fair value | 44,636 | 56,347 | |
Commercial paper [Member] | |||
Amortized Cost | |||
Amortized cost | 30,318 | 29,486 | |
Available-for-sale Securities, Gross Unrealized Gain (Loss) [Abstract] | |||
Unrealized gains | 7 | 0 | |
Unrealized losses | (9) | (3) | |
Estimated Fair Value | |||
Short term investments, fair value | 30,316 | 29,483 | |
Corporate bonds [Member] | |||
Amortized Cost | |||
Amortized cost | 89,131 | 94,292 | |
Available-for-sale Securities, Gross Unrealized Gain (Loss) [Abstract] | |||
Unrealized gains | 51 | 37 | |
Unrealized losses | (100) | (167) | |
Estimated Fair Value | |||
Short term investments, fair value | 89,082 | 94,162 | |
Municipal bonds [Member] | |||
Amortized Cost | |||
Amortized cost | 8,642 | 7,718 | |
Available-for-sale Securities, Gross Unrealized Gain (Loss) [Abstract] | |||
Unrealized gains | 1 | 0 | |
Unrealized losses | (8) | (12) | |
Estimated Fair Value | |||
Short term investments, fair value | 8,635 | 7,706 | |
Foreign government bonds [Member] | |||
Amortized Cost | |||
Amortized cost | 15,021 | 5,327 | |
Available-for-sale Securities, Gross Unrealized Gain (Loss) [Abstract] | |||
Unrealized gains | 5 | 0 | |
Unrealized losses | (9) | (7) | |
Estimated Fair Value | |||
Short term investments, fair value | 15,017 | 5,320 | |
Cash and cash equivalents [Member] | |||
Amortized Cost | |||
Less amounts classified as cash and cash equivalents | (58,357) | (56,780) | |
Available-for-sale Securities, Gross Unrealized Gain (Loss) [Abstract] | |||
Unrealized gains | 0 | 0 | |
Unrealized losses | $ 0 | $ 0 |
INVESTMENTS_ (Fair value due by
INVESTMENTS: (Fair value due by period) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Amortized Cost | ||
Due in less than one year | $ 155,609 | $ 157,270 |
Due in one to three years | 111,391 | 114,627 |
Available-for-sale securities, amortized cost basis | 267,000 | 271,897 |
Estimated Fair Value | ||
Due in less than one year | 155,499 | 157,163 |
Due in one to three years | 111,334 | 114,498 |
Estimated fair value | 266,833 | 271,661 |
Investment in a privately-held companies accounted for under the cost method | $ 19,700 | $ 12,700 |
GOODWILL (Details)
GOODWILL (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Changes in the carrying amount of goodwill | |
Goodwill | $ 471,228 |
Acquisitions | 0 |
Adjustments | 0 |
Goodwill | $ 471,228 |
INTANGIBLE ASSETS_ (Gross, Accu
INTANGIBLE ASSETS: (Gross, Accumulated Amortization, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying value of amortizable intangible assets | $ 383,835 | $ 390,802 | |
Accumulated amortization | (116,460) | (112,771) | |
Net carrying value of amortizable intangible assets | 267,375 | 278,031 | |
Amortization of intangible assets | 15,000 | $ 11,700 | |
Licensed technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying value of amortizable intangible assets | 28,916 | 24,583 | |
Accumulated amortization | (8,732) | (6,559) | |
Net carrying value of amortizable intangible assets | 20,184 | 18,024 | |
Developed technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying value of amortizable intangible assets | 250,043 | 250,043 | |
Accumulated amortization | (86,178) | (75,591) | |
Net carrying value of amortizable intangible assets | 163,865 | 174,452 | |
Customer relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying value of amortizable intangible assets | 69,776 | 69,776 | |
Accumulated amortization | (19,494) | (17,731) | |
Net carrying value of amortizable intangible assets | 50,282 | 52,045 | |
Backlog [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying value of amortizable intangible assets | 11,300 | ||
Accumulated amortization | (11,300) | ||
Net carrying value of amortizable intangible assets | 0 | ||
Trade names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying value of amortizable intangible assets | 5,600 | 5,600 | |
Accumulated amortization | (2,056) | (1,590) | |
Net carrying value of amortizable intangible assets | 3,544 | 4,010 | |
Finite lived amortizable intangible assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying value of amortizable intangible assets | 354,335 | 361,302 | |
Accumulated amortization | (116,460) | (112,771) | |
Net carrying value of amortizable intangible assets | 237,875 | 248,531 | |
In Process research and development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying value of amortizable intangible assets | 29,500 | 29,500 | |
Accumulated amortization | 0 | 0 | |
Net carrying value of amortizable intangible assets | $ 29,500 | $ 29,500 |
INTANGIBLE ASSETS_ (By maturity
INTANGIBLE ASSETS: (By maturity date) (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2017 (remaining nine months) | $ 45,466 |
2,018 | 54,826 |
2,019 | 47,194 |
2,020 | 36,145 |
2,021 | 30,618 |
Thereafter | 23,626 |
Total | $ 237,875 |
DERIVATIVES AND HEDGING ACTIV50
DERIVATIVES AND HEDGING ACTIVITIES: (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Balance of designated derivative contracts as cash flow hedges and their impact on OCI | |||
Amount of gain reclassified from OCI to income (effective portion) | $ 1,440 | $ (422) | |
Designated as Hedging Instrument [Member] | |||
Notional Disclosures [Abstract] | |||
Currency forward and option contracts | 86,729 | $ 105,730 | |
Balance of designated derivative contracts as cash flow hedges and their impact on OCI | |||
Balance at the beginning of the period | (692) | ||
Balance at the end of the period | 3,552 | ||
Not Designated as Hedging Instrument [Member] | |||
Notional Disclosures [Abstract] | |||
Currency forward and option contracts | 44,879 | 34,330 | |
Foreign Exchange Forward [Member] | Other Current Assets [Member] | |||
Derivative, Fair Value, Net [Abstract] | |||
Currency forward contracts, assets | 3,398 | 257 | |
Foreign Exchange Forward [Member] | Other Current Assets [Member] | Designated as Hedging Instrument [Member] | |||
Derivative, Fair Value, Net [Abstract] | |||
Currency forward contracts, assets | 3,398 | 257 | |
Foreign Exchange Forward [Member] | Other Current Assets [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative, Fair Value, Net [Abstract] | |||
Currency forward contracts, assets | 0 | 0 | |
Foreign Exchange Forward [Member] | Other Current Liabilities [Member] | |||
Derivative, Fair Value, Net [Abstract] | |||
Currency forward contracts, liabilities | 6 | 1,006 | |
Foreign Exchange Forward [Member] | Other Current Liabilities [Member] | Designated as Hedging Instrument [Member] | |||
Derivative, Fair Value, Net [Abstract] | |||
Currency forward contracts, liabilities | 3 | 999 | |
Foreign Exchange Forward [Member] | Other Current Liabilities [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative, Fair Value, Net [Abstract] | |||
Currency forward contracts, liabilities | 3 | $ 7 | |
Operating Expense [Member] | Designated as Hedging Instrument [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||
Other income | 1,436 | 138 | |
Operating Expense [Member] | Not Designated as Hedging Instrument [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||
Other income | 0 | 0 | |
Nonoperating Income (Expense) [Member] | Designated as Hedging Instrument [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||
Other income | 0 | 0 | |
Nonoperating Income (Expense) [Member] | Not Designated as Hedging Instrument [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||
Other income | 2,066 | 272 | |
Unrealized gains (losses) on derivatives designated as hedging instruments [Member] | |||
Balance of designated derivative contracts as cash flow hedges and their impact on OCI | |||
Amount of gain recognized in OCI (effective portion) | 5,680 | 3,630 | |
Amount of gain reclassified from OCI to income (effective portion) | (1,436) | $ (138) | |
Unrealized gains (losses) on derivatives designated as hedging instruments [Member] | Designated as Hedging Instrument [Member] | |||
Balance of designated derivative contracts as cash flow hedges and their impact on OCI | |||
Amount of gain recognized in OCI (effective portion) | 5,680 | ||
Amount of gain reclassified from OCI to income (effective portion) | $ (1,436) |
COMMITMENTS AND CONTINGENCIES51
COMMITMENTS AND CONTINGENCIES: (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Future minimum payments under non-cancelable operating leases | ||
2017 due in remaining nine months | $ 17,050 | |
2,018 | 18,569 | |
2,019 | 13,553 | |
2,020 | 11,466 | |
2,021 | 8,093 | |
Thereafter | 10,388 | |
Total minimum lease payments | 79,119 | |
Purchase commitments | ||
2017 due in remaining nine months | 116,229 | |
2,018 | 3,400 | |
2,019 | 610 | |
2,020 | 154 | |
2,021 | 51 | |
Thereafter | 0 | |
Amount of non-cancelable purchase commitments | 120,444 | |
Loss Contingencies [Line Items] | ||
Total minimum lease payments | $ 79,119 | |
Royalties payable, percentage | 4.50% | |
Accrued royalties | $ 35,800 | |
Unrecognized tax benefits | 42,000 | $ 41,500 |
Unrecognized tax benefits that would impact effective tax rate | 25,100 | |
Yokneam [Member] | ||
Future minimum payments under non-cancelable operating leases | ||
Total minimum lease payments | $ 2,900 | |
Loss Contingencies [Line Items] | ||
Length of operating lease term | 10 years | |
Present value of capital lease obligations | $ 29,300 | |
Total minimum lease payments | 2,900 | |
Tel Aviv [Member] | ||
Future minimum payments under non-cancelable operating leases | ||
Total minimum lease payments | 53,900 | |
Loss Contingencies [Line Items] | ||
Total minimum lease payments | 53,900 | |
Estimated rental expense | $ 5,400 |
SHARE INCENTIVE PLANS_ (Plans,
SHARE INCENTIVE PLANS: (Plans, Acquisition Information) (Details) - USD ($) $ in Thousands | Feb. 23, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Share incentive plans | |||
Business acquisition unvested employee RSU conversion ratio | 0.56% | ||
Share-based compensation expense | $ 22,200 | ||
Award requisite service period (in years) | 2 years 3 months 1 day | ||
Weighted average period for recognition of unrecognized share-based compensation costs (in years) | 2 years 8 months 5 days | ||
Acquisition-related EZchip [Member] | |||
Share incentive plans | |||
Restricted share units outstanding | 1 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share incentive plans | |||
Restricted share units outstanding | 3,092,935 | 3,324,519 | |
EZchip [Member] | |||
Share incentive plans | |||
Fair value of awards attributable to pre-acquisition services | $ 972 | ||
EZchip [Member] | Acquisition-related EZchip [Member] | |||
Share incentive plans | |||
Equity interest issued or issuable, number of shares | 499,894 | ||
EZchip [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share incentive plans | |||
Conversion of stock, shares converted | 891,822 | ||
Fair value of awards attributable to pre-acquisition services, component of purchase price | $ 1,000 | ||
EZchip [Member] | Equity Issued in Business Combination [Member] | Acquisition-related EZchip [Member] | |||
Share incentive plans | |||
Equity interest issued or issuable, value assigned | $ 23,200 |
SHARE INCENTIVE PLANS_ (Stock o
SHARE INCENTIVE PLANS: (Stock option rollforward) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Feb. 23, 2016 | |
Weighted Average Exercise Price | ||||
Options, exercisable, number | 1,517,015 | 1,624,756 | ||
Employee stock option [Member] | ||||
Number of Shares | ||||
Options outstanding at the beginning of the period (in shares) | 1,634,485 | |||
Options exercised (in shares) | (105,010) | |||
Options canceled (in shares) | (6,960) | |||
Options outstanding at the end of the period (in shares) | 1,522,515 | |||
Weighted Average Exercise Price | ||||
Weighted-average exercise price, options outstanding at the beginning of the period (in USD per share) | $ 32.79 | |||
Weighted-average exercise price, options exercised (in USD per share) | 14.54 | |||
Weighted-average exercise price, options canceled (in USD per share) | 59.28 | |||
Weighted-average exercise price, options outstanding at the end of the period (in USD per share) | $ 33.93 | |||
Pretax intrinsic value of options exercised | $ 3.6 | $ 3.4 | ||
Share price (in USD per share) | $ 50.95 | $ 46.40 | ||
Pretax intrinsic value of options outstanding | $ 37.5 | $ 29 | ||
Pretax intrinsic value of exercisable options | $ 37.4 | $ 28.9 |
SHARE INCENTIVE PLANS_ (RSU rol
SHARE INCENTIVE PLANS: (RSU rollforward) (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | ||||
Restricted share units outstanding | 3,092,935 | 3,092,935 | 3,324,519 | |
Restricted share units granted (in shares) | 101,760 | |||
Restricted share units vested (in shares) | (239,568) | |||
Restricted share units canceled (in shares) | (93,776) | |||
Non vested restricted share units at the end of the period (in shares) | 3,092,935 | |||
Weighted Average Grant Date Fair Value | ||||
Non vested restricted share units at the beginning of the period (in USD per share) | $ 46.67 | |||
Restricted share units granted (in USD per share) | 44.83 | $ 49.93 | ||
Restricted share units vested (in USD per share) | 44.55 | |||
Restricted share units cancelled (in USD per share) | 47.07 | |||
Non vested restricted share units at the end of the period (in USD per share) | $ 46.76 | |||
Total intrinsic value of all outstanding restricted share units | $ 157.6 | $ 136 |
SHARE INCENTIVE PLANS_ SHARE IN
SHARE INCENTIVE PLANS: SHARE INCENTIVE PLANS: ESPP (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock issued during period, shares, employee stock ownership plan | 269,698 | 218,943 |
Employee Stock Ownership Plan (ESOP), weighted average purchase price of shares purchased (in USD per share) | $ 37.63 | $ 33.30 |
SHARE INCENTIVE PLANS_ (Shares
SHARE INCENTIVE PLANS: (Shares reserved, ESPP assumptions) (Details) - shares | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Ordinary shares reserved for future issuance under equity incentive plans | |||
Shares outstanding | 1,522,515 | ||
Common stock, capital shares reserved for future issuance | 8,865,789 | ||
Restricted Stock Units (RSUs) [Member] | |||
Ordinary shares reserved for future issuance under equity incentive plans | |||
Restricted share units outstanding | 3,092,935 | 3,324,519 | |
Employee Stock [Member] | |||
Ordinary shares reserved for future issuance under equity incentive plans | |||
Shares authorized for future issuance | 3,724,647 | ||
Weighted average assumptions | |||
Dividend yield (as a percent) | 0.00% | 0.00% | |
Expected volatility (as a percent) | 25.30% | 37.60% | |
Risk-free interest rate (as a percent) | 0.91% | 0.46% | |
Expected life (in years) | 6 months | 6 months | |
Global plan [Member] | |||
Ordinary shares reserved for future issuance under equity incentive plans | |||
Shares authorized for future issuance | 525,692 |
SHARE INCENTIVE PLANS_ (Share-b
SHARE INCENTIVE PLANS: (Share-based compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based compensation expense | ||
Allocated share-based compensation expense | $ 14,768 | $ 18,266 |
Total unrecognized share-based compensation costs related to non-vested awards | $ 119,800 | |
Weighted average period for recognition of unrecognized share-based compensation costs (in years) | 2 years 8 months 5 days | |
Cost of sales [Member] | ||
Share-based compensation expense | ||
Allocated share-based compensation expense | $ 482 | 475 |
Research and development expense [Member] | ||
Share-based compensation expense | ||
Allocated share-based compensation expense | 8,690 | 9,152 |
Sales and marketing [Member] | ||
Share-based compensation expense | ||
Allocated share-based compensation expense | 3,338 | 3,648 |
General and administrative expense [Member] | ||
Share-based compensation expense | ||
Allocated share-based compensation expense | $ 2,258 | 4,991 |
EZchip [Member] | ||
Share-based compensation expense | ||
Liabilities paid | $ 4,800 |
ACCUMULATED OTHER COMPREHENSI58
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS): (AOCI rollforward) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | $ 975,730 | |
Realized (gains)/losses reclassified from accumulated other comprehensive income | 1,440 | $ (422) |
Other comprehensive income, net of tax | 4,313 | 4,092 |
Ending Balance | 994,243 | |
Unrealized gains (losses) on available-for-sale securities [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (236) | (578) |
Other comprehensive income/(loss) before reclassifications, net of taxes | 73 | 40 |
Realized (gains)/losses reclassified from accumulated other comprehensive income | (4) | 560 |
Other comprehensive income, net of tax | 69 | 600 |
Ending Balance | (167) | 22 |
Unrealized gains (losses) on derivatives designated as hedging instruments [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (692) | (1,091) |
Other comprehensive income/(loss) before reclassifications, net of taxes | 5,680 | 3,630 |
Realized (gains)/losses reclassified from accumulated other comprehensive income | (1,436) | (138) |
Other comprehensive income, net of tax | 4,244 | 3,492 |
Ending Balance | 3,552 | 2,401 |
Total [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (928) | (1,669) |
Other comprehensive income/(loss) before reclassifications, net of taxes | 5,753 | 3,670 |
Realized (gains)/losses reclassified from accumulated other comprehensive income | (1,440) | 422 |
Other comprehensive income, net of tax | 4,313 | 4,092 |
Ending Balance | $ 3,385 | $ 2,423 |
ACCUMULATED OTHER COMPREHENSI59
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS): (AOCI reclassification in earnings) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Reclassifications out of accumulated other comprehensive income | ||
Cost of revenues | $ 64,450 | $ 70,481 |
General and administrative | 12,519 | 27,938 |
Sales and marketing | 35,757 | 31,228 |
Research and development | 88,491 | 71,034 |
Realized (gains)/losses on available-for-sale securities | 683 | 61 |
Amounts reclassified from accumulated other comprehensive income/loss | (1,440) | 422 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | ||
Reclassifications out of accumulated other comprehensive income | ||
Realized (gains)/losses on available-for-sale securities | (4) | 560 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Foreign Exchange Contract [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | ||
Reclassifications out of accumulated other comprehensive income | ||
Cost of revenues and Operating expenses: | (1,436) | (138) |
Cost of revenues | (84) | (12) |
General and administrative | (115) | 33 |
Sales and marketing | (145) | (21) |
Research and development | $ (1,092) | $ (138) |
INCOME TAXES_ ADDITIONAL INFORM
INCOME TAXES: ADDITIONAL INFORMATION (Details) $ in Thousands | Dec. 29, 2016 | Dec. 28, 2016 | Jan. 05, 2016 | Jan. 04, 2016 | Dec. 31, 2015 | Mar. 31, 2017USD ($)subsidiary | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Unrecognized tax benefits | $ 42,000 | $ 41,500 | ||||||
Unrecognized tax benefits, income tax penalties and interest accrued | 2,000 | 1,800 | ||||||
Income tax expense | $ (1,632) | $ 2,360 | ||||||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||||
Effective income tax rate reconciliation, percent | 11.80% | (49.10%) | ||||||
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 35.00% | |||||||
Israel Tax Authority [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Effective income tax rate reconciliation corporate income tax rate | 24.00% | 25.00% | 25.00% | 26.50% | 26.50% | 25.00% | ||
Effective income tax rate reconciliation, expected corporate income tax rate | 23.00% | |||||||
Israel Tax Authority [Member] | Israel Tax Authority [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Number of subsidiaries | subsidiary | 1 | |||||||
Israel Tax Authority [Member] | Minimum [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Open tax year | 2,011 | |||||||
Israel Tax Authority [Member] | Maximum [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Open tax year | 2,014 | |||||||
Tax Authority Foreign and Domestic [Member] | Minimum [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Open tax year | 2,013 | |||||||
Tax Authority Foreign and Domestic [Member] | Maximum [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Open tax year | 2,016 | |||||||
Domestic Tax Authority [Member] | Minimum [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Open tax year | 2,002 | |||||||
Denmark and Israel [Member] | Minimum [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Open tax year | 2,011 | |||||||
Denmark and Israel [Member] | Maximum [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Open tax year | 2,016 | |||||||
Yokneam [Member] | Israel Tax Authority [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Tax holiday inception date | 2,011 | |||||||
Tel Aviv [Member] | Israel Tax Authority [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Tax holiday inception date | 2,013 | |||||||
Income tax holiday reduced income tax rate after second year of tax holiday | 10.00% | |||||||
Tel Aviv [Member] | Maximum [Member] | Israel Tax Authority [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Income tax holiday, termination date | 2,021 | |||||||
Unfavorable Regulatory Action [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Effective income tax rate reconciliation, change in enacted tax rate, amount | $ (1,300) | (1,400) | ||||||
Income tax expense | $ 1,300 | $ 1,400 | ||||||
EZchip [Member] | ||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||||||||
Deferred tax assets, net | $ 900 |
OTHER INCOME, NET_ (Details)
OTHER INCOME, NET: (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other Nonoperating Income (Expense) [Abstract] | ||
Interest income and gains (losses) on short-term investments, net | $ 878 | $ 115 |
Foreign exchange loss, net | (162) | (9) |
Other | (33) | (45) |
Other income, net | $ 683 | $ 61 |
TERM DEBT_ (Details)
TERM DEBT: (Details) | Feb. 23, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||
Debt instrument, issuance date | Feb. 22, 2016 | ||
Debt instrument, face amount | $ 280,000,000 | ||
Debt instrument, maturity date | Feb. 21, 2019 | ||
Debt issuance costs | $ 5,500,000 | ||
Term Debt, principal amount | $ 226,000,000 | ||
Less unamortized debt issuance costs | 3,102,000 | ||
Term Debt, principal net of unamortized debt issuance costs | $ 222,898,000 | ||
Interest rate, effective percentage | 3.40% | ||
Frequency of periodic payment | quarterly | ||
Maturity date range, end | Feb. 21, 2019 | ||
Repayments of secured debt | $ 20,000,000 | $ 0 | |
2017 remainder of year | 5,500,000 | ||
2,018 | 63,000,000 | ||
2,019 | 157,500,000 | ||
Debt, long-term and short-term, combined amount | $ 226,000,000 | ||
Pledge, percentage equity interest | 1 | ||
Repayment terms | Quarterly amortization payments on the term loans of: (i) 2.50% of the original principal amount for the four fiscal quarters beginning on June 2016 and ending on March 2017, (ii)3.75% of the original principal amount for the four fiscal quarters beginning on June 2017 and ending on March 2018 and (iii) 6.25% of the original principal amount for the three fiscal quarters beginning on June 2018 and ending on December 2018. On the maturity date, the Company will be required to pay all remaining outstanding amounts under the term loans. | ||
Eurodollar [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 1.00% | ||
Description of variable rate basis | one-month LIBOR | ||
Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Description of variable rate basis | Base rate (which is the highest of (i) the administrative agent’s prime rate, (ii) one-half of 1.00% in excess of the overnight federal funds rate, and (iii) 1.00% in excess of the one-month Eurodollar rate), plus an applicable margin | ||
Minimum [Member] | Eurodollar [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
Minimum [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.25% | ||
Maximum [Member] | Eurodollar [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.00% | ||
Maximum [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
June 2016 To March 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Periodic quarterly principal payment rate | 0.0250 | ||
Maturity date range, start | Jun. 30, 2016 | ||
Maturity date range, end | Mar. 31, 2017 | ||
June 2017 To March 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Periodic quarterly principal payment rate | 0.0375 | ||
Maturity date range, start | Jun. 30, 2017 | ||
Maturity date range, end | Mar. 31, 2018 | ||
June 2018 To December 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Periodic quarterly principal payment rate | 0.0625 | ||
Maturity date range, start | Jun. 30, 2018 | ||
Maturity date range, end | Dec. 31, 2018 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Apr. 09, 2017 | Feb. 14, 2017 | Mar. 31, 2017 |
Subsequent Event [Line Items] | |||
Total minimum lease payments | $ 79,119 | ||
Common stock, capital shares reserved for future issuance | 8,865,789 | ||
Tel Aviv [Member] | |||
Subsequent Event [Line Items] | |||
Total minimum lease payments | $ 53,900 | ||
Estimated rental expense | $ 5,400 | ||
Tel Aviv [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Operating leases, term of contract (in years) | 10 years | ||
Operating leases, renewal term (in years) | 10 years | ||
Second Restated Plan [Member] | |||
Subsequent Event [Line Items] | |||
Number of additional shares authorized | 1,640,000 | ||
Common stock, capital shares reserved for future issuance | 2,390,000 |