Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 28, 2015 | Jul. 24, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GigOptix, Inc. | |
Entity Central Index Key | 1,432,150 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 33,072,877 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 28, 2015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 28, 2015 | Dec. 31, 2014 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 18,382 | $ 18,438 | |
Accounts receivable, net | 7,843 | 7,955 | |
Inventories | 6,824 | 5,139 | |
Prepaid and other current assets | 789 | 433 | |
Total current assets | 33,838 | 31,965 | |
Property and equipment, net | 2,309 | 1,916 | |
Intangible assets, net | 1,947 | 2,394 | |
Goodwill | 10,395 | 10,306 | |
Restricted cash | 56 | 53 | |
Other assets | 133 | 116 | |
Total assets | 48,678 | 46,750 | |
Current liabilities: | |||
Accounts payable | 2,702 | 2,731 | |
Accrued compensation | 1,221 | 730 | |
Other current liabilities | 2,637 | 2,902 | |
Total current liabilities | 6,560 | 6,363 | |
Pension liabilities | 346 | 326 | |
Other long term liabilities | 658 | 556 | |
Total liabilities | $ 7,564 | $ 7,245 | |
Commitments and contingencies (Note 12) | |||
Stockholders' equity: | |||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of June 28, 2015 and December 31, 2014, respectively | $ 0 | $ 0 | |
Common stock, $0.001 par value; 100,000,000 shares authorized; 33,774,631 and 33,112,086 shares issued and outstanding as of June 28, 2015 and December 31, 2014, respectively | 33 | 32 | |
Additional paid-in capital | 145,380 | 143,661 | |
Treasury stock, at cost; 701,754 shares as of June 28, 2015 and December 31, 2014 | (2,209) | (2,209) | |
Accumulated other comprehensive income | 288 | 285 | |
Accumulated deficit | (102,378) | (102,264) | |
Total stockholders' equity | 41,114 | 39,505 | |
Total liabilities and stockholders' equity | $ 48,678 | $ 46,750 | |
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 28, 2015 | Dec. 31, 2014 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 33,774,631 | 33,112,086 |
Common stock, outstanding (in shares) | 33,774,631 | 33,112,086 |
Treasury stock, at cost (in shares) | 701,754 | 701,754 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ||||
Total revenue | $ 9,840 | $ 8,037 | $ 18,900 | $ 15,423 |
Total cost of revenue | 3,611 | 3,487 | 7,278 | 6,613 |
Gross profit | 6,229 | 4,550 | 11,622 | 8,810 |
Operating expenses | ||||
Research and development expense | 3,224 | 3,358 | 6,472 | 7,100 |
Selling, general and administrative expense | 2,442 | 2,567 | 5,212 | 4,965 |
Restructuring expense, net | 0 | 307 | 0 | 307 |
Total operating expenses | 5,666 | 6,232 | 11,684 | 12,372 |
Income (loss) from operations | 563 | (1,682) | (62) | (3,562) |
Interest expense, net | (3) | (10) | (6) | (27) |
Other income (loss), net | (19) | 0 | (18) | 10 |
Income (loss) before provision for income taxes | 541 | (1,692) | (86) | (3,579) |
Provision for income taxes | 16 | 21 | 25 | 31 |
Income (loss) from consolidated companies | 525 | (1,713) | (111) | (3,610) |
Loss on equity investment | 3 | 331 | 3 | 331 |
Net income (loss) | $ 522 | $ (2,044) | $ (114) | $ (3,941) |
Net income (loss) per share-basic (in dollars per share) | $ 0.02 | $ (0.06) | $ 0 | $ (0.13) |
Net income (loss) per share-diluted (in dollars per share) | $ 0.02 | $ (0.06) | $ 0 | $ (0.13) |
Weighted average number of shares used in basic net income (loss) per share calculations (in shares) | 32,885 | 31,607 | 32,705 | 31,521 |
Weighted average number of shares used in diluted net income (loss) per share calculations (in shares) | 33,922 | 31,607 | 32,705 | 31,521 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) [Abstract] | ||||
Net income (loss) | $ 522 | $ (2,044) | $ (114) | $ (3,941) |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustment | (17) | (10) | 3 | (12) |
Other comprehensive income (loss), net of tax | (17) | (10) | 3 | (12) |
Comprehensive income (loss) | $ 505 | $ (2,054) | $ (111) | $ (3,953) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | ||
Cash flows from operating activities: | |||
Net loss | $ (114) | $ (3,941) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 1,775 | 1,813 | |
Stock-based compensation | 2,189 | 2,127 | |
Change in fair value of warrants | 4 | (3) | |
Loss (gain) on property and equipment | 0 | 8 | |
Non-cash restructuring expense | 0 | 210 | |
Loss on equity investment | 3 | 331 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 112 | (2,008) | |
Inventories | (1,685) | 85 | |
Prepaid and other current assets | (888) | (582) | |
Other assets | (20) | 23 | |
Accounts payable | (91) | 1,754 | |
Accrued restructuring | 0 | (29) | |
Accrued compensation | 491 | (268) | |
Other current liabilities | (381) | (248) | |
Other long-term liabilities | 104 | (10) | |
Net cash provided by (used in) operating activities | 1,499 | (738) | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (1,118) | (682) | |
Net cash used in investing activities | (1,118) | (682) | |
Cash flows from financing activities: | |||
Proceeds from issuance of stock | 32 | 40 | |
Taxes paid related to net share settlement of restricted stock units | (501) | (266) | |
Repayment of capital lease | (2) | (181) | |
Net cash used in financing activities | (471) | (407) | |
Effect of exchange rates on cash and cash equivalents | 34 | (9) | |
Net decrease in cash and cash equivalents | (56) | (1,836) | |
Cash and cash equivalents, beginning of period | 18,438 | [1] | 20,377 |
Cash and cash equivalents, end of period | 18,382 | 18,541 | |
Supplemental disclosure of cash flow information | |||
Interest paid | 8 | 29 | |
Property and equipment acquired with accounts payable | 136 | 90 | |
Investment in unconsolidated affiliate acquired with property and equipment and inventories | $ 0 | $ 456 | |
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date. |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 28, 2015 | |
ORGANIZATION AND BASIS OF PRESENTATION [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION Organization GigOptix Inc. (“GigOptix” or the “Company”) is a leading fabless supplier of high speed semiconductor components that enable end-to-end information streaming over the networks. Its products address the needs of emerging high-growth markets, such as long haul and metro telecommunications (“telecom”) applications, as well as Cloud and datacenter connectivity, point-to-point wireless backhaul, and interactive high speed applications for the consumer electronics, industrial, defense and avionics industries. The business is made up of two product lines: the High-Speed Communications (“HSC”) product line and the Industrial product line. Its products are highly customized and typically developed in partnership with key “Lighthouse” customers, generating engineering project revenues through the development stage and larger future product revenues through these customers and general market availability. The HSC product line offers a broad portfolio of high performance semiconductor devices and multi-chip-modules (“MCMs”) aimed predominantly at the telecom, datacom and consumer-electronics markets, and includes, among others, (i) mixed signal radio frequency integrated circuits (“RFIC”) at 50 GHz and above; (ii) 10 to 400 gigabit per second (“Gbps”) laser and optical-modulator drivers, and trans-impedance amplifiers (“TIA”); (iii) power amplifiers and transceivers for microwave and millimeter monolithic microwave integrated circuit (“MMIC”) wireless applications at frequencies higher than 50 GHz; (iv) integrated systems in a package (“SIP”) solutions for both fiber-optic and wireless communication systems; and (v) radio frequency (“RF”) chips for various consumer applications such as global navigation satellite systems (“GNSS”). The Industrial product line offers a wide range of digital and mixed-signal application specific integrated circuit (“ASIC”) solutions for various industrial applications used in the military, avionics, automotive, security and surveillance, medical and communications markets. GigOptix, Inc., the successor to GigOptix LLC, was formed as a Delaware corporation in March 2008 in order to facilitate a combination between GigOptix LLC and Lumera Corporation (“Lumera”). Before the combination, GigOptix LLC acquired the assets of iTerra Communications LLC in July 2007 (“iTerra”) and Helix Semiconductors AG (“Helix”) in January 2008. On November 9, 2009, GigOptix acquired ChipX, Incorporated (“ChipX”). On June 17, 2011, GigOptix acquired Endwave Corporation (“Endwave”). As a result of the acquisitions, Helix, Lumera, ChipX and Endwave all became wholly-owned subsidiaries of GigOptix. In March 2013, the Company established a German wholly-owned subsidiary, GigOptix GmbH; however it is currently in the process of being dissolved. In February 2014, together with Fundação CPqD – Centro De Pesquisa e Desenvolvimento em Telecomunicações (“CPqD”), the Company formed a new joint venture of which the Company owns 49% and CPqD owns 51%, BrPhotonics Produtos Optoeletrônicos LTDA. (“BrP”), based in Campinas, Brazil, which will be a provider of advanced high-speed devices for optical communications and integrated transceiver components that enable information streaming over fiber-optics communication networks. This joint venture is also engaged in research and development of Silicon-Photonics (“SiPh”) advanced electro-optical products. During the second quarter of 2014, the Company transferred all of its inventory and assets related to the Thin Film Polymer on Silicon TM ” platform and the production line equipment for use by BrP (see also Note 8). In June 30, 2014, the Company acquired, for cash only by way of assuming specified liabilities, substantially all of the assets of Tahoe RF Semiconductor, Inc. (“Tahoe RF”). In June 2015, the Company established a Japanese wholly-owned subsidiary, GigOptix Japan GK. The Company’s fiscal year ends on December 31. For quarterly reporting, the Company employs a five-week, four-week, four-week, reporting period. The second quarter of 2015 ended on Sunday, June 28, 2015. The second quarter of 2014 ended on Sunday, June 29, 2014. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements as of June 28, 2015 and for the three and six months ended June 28, 2015 and June 29, 2014, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions of Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X. The statements include the accounts of the Company and all of its subsidiaries and they do not include all of the information and footnotes required by such accounting principles for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of June 28, 2015, . The condensed consolidated results of operations for the three and six months ended June 28, 2015 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year ending December 31, 2015. 2014 Form 10-K. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. These judgments can be subjective and complex, and consequently, actual results could differ materially from those estimates and assumptions. Descriptions of these estimates and assumptions are included in the 2014 Form 10-K and the Company encourages you to read its 2014 Form 10-K for more information about such estimates and assumptions. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 6 Months Ended |
Jun. 28, 2015 | |
BALANCE SHEET COMPONENTS [Abstract] | |
BALANCE SHEET COMPONENTS | NOTE 2—BALANCE SHEET COMPONENTS Accounts receivable, net consisted of the following (in thousands): June 28, December 31, 2015 2014 Accounts receivable $ 7,889 $ 8,003 Allowance for doubtful accounts (46 ) (48 ) $ 7,843 $ 7,955 Inventories consisted of the following (in thousands): June 28, December 31, 2015 2014 Raw materials $ 3,180 $ 1,676 Work in process 1,997 1,421 Finished goods 1,647 2,042 $ 6,824 $ 5,139 Property and equipment, net consisted of the following (in thousands, except depreciable life): Life June 28, December 31, (In years) 2015 2014 Network and laboratory equipment 3 – 5 $ 12,544 $ 11,252 Computer software and equipment 2 – 3 3,959 3,877 Furniture and fixtures 3 – 7 165 165 Office equipment 3 – 5 134 131 Leasehold improvements 1 – 5 298 276 17,100 15,701 Accumulated depreciation and amortization (14,791 ) (13,785 ) Property and equipment, net $ 2,309 $ 1,916 For the three and six months ended June 28, 2015, depreciation expense related to property and equipment was $380,000 and $795,000, respectively. For the three and six months ended June 29, 2014, depreciation expense related to property and equipment was $548,000 and $1.1 million, respectively. In addition to the property and equipment above, the Company has prepaid licenses. For the three and six months ended June 28, 2015, amortization related to these prepaid licenses was $281,000 and $533,000, respectively. For the three and six months ended June 29, 2014, amortization related to these prepaid licenses was $125,000 and $276,000, respectively. Accrued and other current liabilities consisted of the following (in thousands): June 28, December 31, 2015 2014 Amounts billed to the U.S. government in excess of approved rates $ 191 $ 191 Warranty liability 357 334 Customer deposits 671 599 Capital lease obligations, current portion 3 3 Sales return reserve 470 412 Deferred revenue 342 327 Other 603 1,036 $ 2,637 $ 2,902 The Company generally offers a one-year warranty on its products. The Company records a liability based on estimates of the costs that may be incurred under its warranty obligations and charges to the cost of product revenue the amount of such costs at the time revenues are recognized. The warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. The estimates of anticipated rates of warranty claims and costs per claim are primarily based on historical information and future forecasts. Changes in the Company’s product warranty liability during the six months ended June 28, 2015 and June 29, 2014 are as follows (in thousands): Six months ended June 28, 2015 June 29, 2014 Beginning balance $ 334 $ 330 Warranties accrued 280 226 Warranties settled or reversed (257 ) (211 ) Ending balance $ 357 $ 345 |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jun. 28, 2015 | |
FAIR VALUE [Abstract] | |
FAIR VALUE | NOTE 3—FAIR VALUE The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 28, 2015 and December 31, 2014 (in thousands): Fair Value Measurements Using Carrying Value Quoted Prices in Active Identical Significant Other Inputs Significant Unobservable Inputs June 28, 2015: Assets: Cash equivalents: Money market funds $ 12,362 $ 12,362 $ - $ - $ 12,362 $ 12,362 $ - $ - Current liabilities: Liability warrants $ 12 $ - $ - $ 12 December 31, 2014: Assets: Cash equivalents: Money market funds $ 12,360 $ 12,360 $ - $ - $ 12,360 $ 12,360 $ - $ - Current liabilities: Liability warrants $ 8 $ - $ - $ 8 The Company’s financial assets and liabilities are valued using market prices on active markets (“Level 1”), less active markets (“Level 2”) and unobservable markets (“Level 3”). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from readily-available pricing sources for comparable instruments. Level 3 instruments are valued using unobservable market values in which there is little or no market data, and which require the Company to apply judgment to determine the fair value. For the period ended June 28, 2015, the Company did not have any significant transfers between Level 1, Level 2 and Level 3. The amounts reported as cash and cash equivalents, accounts receivable, accounts payable, accrued compensation and other current liabilities approximate fair value due to their short-term maturities. The carrying value of the Company’s line of credit and capital lease obligations approximates fair value and is based upon borrowing rates currently available to the Company for loans and capital leases with similar terms. Liability Warrants The Company issued warrants to Bridge Bank in connection with a waiver of certain events of default that arose under a November 2009 loan and security agreement with Bridge Bank. Certain provisions in the warrant agreements provided for down-round protection if the Company raised equity capital at a per share price which was less than the per share price of the warrants. Such down-round protection also requires the Company to classify the value of the warrants as a liability on the issuance date and then record changes in the fair value through the consolidated statements of operations for each reporting period until the warrants are either exercised or cancelled. The fair value of the liability is recalculated and adjusted each quarter with the differences being charged to other income (expense), net on the consolidated statements of operations. The fair value of these warrants was determined using a Black-Scholes option-pricing model, which requires the use of significant unobservable market values. As a result, these warrants are classified as Level 3 financial instruments. On July 7, 2010, the Company raised additional equity through an offering of 2,760,000 shares at $1.75 per share, thus triggering the down-round protection and adjustment of the number of warrants issued to Bridge Bank. On December 24, 2013, the Company raised additional equity through an offering of 9,573,750 shares at $1.42 per share, thus triggering the down-round protection and adjustment of the number of warrants issued to Bridge Bank. The fair value of the warrants was estimated using the following assumptions: As of June 28, 2015 As of December 31, 2014 Stock price $ 1.60 $ 1.20 Exercise price $ 2.51 $ 2.51 Expected life 2.05 years 2.55 years Risk-free interest rate 0.72 % 1.10 % Volatility 69 % 69 % Fair value per share $ 0.40 $ 0.27 The following table summarizes the warrants subject to liability accounting as of June 28, 2015 and December 31, 2014 (in thousands, except share and per share amounts) (see also Note 6): Three Months Ended June 28, 2015 Six Months Ended June 28, 2015 Holder Original Warrants Adjusted Warrants Grant Date Expiration Date Price per Share Fair Value June 28, 2015 Fair Value December 31, 2014 Exercise of Warrants Change in Fair Value Exercise of Warrants Change in Fair Value Related Agreement Bridge Bank 20,000 29,115 4/7/2010 7/7/2017 $ 2.51 $ 12 $ 8 - $ 5 - $ 4 Credit Agreement The change in the fair value of the Level 3 liability warrants during the three and six months ended June 28, 2015 is as follows (in thousands): Fair value as of December 31, 2014 $ 8 Exercise of warrants - Change in fair value (1 ) Fair value as of March 29, 2015 7 Exercise of warrants - Change in fair value 5 Fair value as of June 28, 2015 $ 12 The warrant liability is included in other current liabilities on the condensed consolidated balance sheets. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 28, 2015 | |
INTANGIBLE ASSETS AND GOODWILL [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 4—INTANGIBLE ASSETS AND GOODWILL Intangible assets consist of the following (in thousands): June 28, 2015 December 31, 2014 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 3,277 $ (2,331 ) $ 946 $ 3,277 $ (2,119 ) $ 1,158 Existing technology 3,783 (3,084 ) 699 3,783 (2,881 ) 902 Order backlog 732 (732 ) - 732 (732 ) - Patents 457 (405 ) 52 457 (402 ) 55 Trade name 659 (409 ) 250 659 (380 ) 279 Total $ 8,908 $ (6,961 ) $ 1,947 $ 8,908 $ (6,514 ) $ 2,394 For the three and six months ended June 28, 2015 and June 29, 2014, amortization of intangible assets was as follows (in thousands): Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 Cost of revenue $ 104 $ 103 $ 207 $ 206 Selling, general and administrative expense 120 121 240 241 $ 224 $ 224 $ 447 $ 447 Estimated future amortization expense related to intangible assets as of June 28, 2015 is as follows (in thousands): Years ending December 31, 2015 (remainder of year) $ 446 2016 869 2017 487 2018 63 2019 54 Thereafter 28 Total $ 1,947 As of June 28, 2015, the Company had $10.4 million of goodwill in connection with the acquisitions of ChipX, Endwave and Tahoe RF. During the third quarter of 2014, the Company completed its acquisition of Tahoe RF which resulted in $446,000 of goodwill. During 2014, the Company assumed approximately $446,000 of liabilities of Tahoe RF and added RF/analog RFIC technology to the Company’s product portfolio and approximately 10 employees, primarily High-Speed and High-Frequency SiGe RF engineers focused on high growth areas such as wireless – E-Band and V-Band and GPS technologies. The Company agreed to pay up to an additional $254,000 in Tahoe RF expenses of which $20,000 had been accrued in other current liabilities on the Company’s condensed consolidated balance sheet as of December 31, 2014. The condensed consolidated financial statements include the operating results of Tahoe RF from the date of acquisition. Pro forma results of operations for the Tahoe RF acquisition have not been presented because the effect of the acquisition was not material to the Company’s financial results. |
CREDIT FACILITIES
CREDIT FACILITIES | 6 Months Ended |
Jun. 28, 2015 | |
CREDIT FACILITIES [Abstract] | |
CREDIT FACILITIES | NOTE 5—CREDIT FACILITIES On March 25, 2013, the Company and its wholly owned subsidiaries, ChipX, Incorporated and Endwave Corporation (together with the Company, the “Borrowers”) previously entered into a second amended and restated loan and security agreement (“Loan Agreement”) with Silicon Valley Bank (“SVB”) to replace the amended and restated loan and security agreement entered on December 9, 2011. On May 15, 2015, SVB and the Borrowers entered into a Second Amendment to the Second Restated Loan Agreement, effective as of May 8, 2015 (the “Second Amendment”). Pursuant to the Second Amendment, the total aggregate amount that the Company is entitled to borrow from SVB under a Revolving Loan facility is $7 million, based on net eligible accounts receivable after an 80% advance rate and subject to limits based on the Company’s eligible accounts as determined by SVB. In addition, the Applicable Rate was decreased from Prime Rate plus 0.6% to Prime Rate plus 0.4%, and the default interest rate increase was decreased from 5% to 3%. The terms of the Second Amendment are set to expire on May 6, 2016. The Loan Agreement with SVB, as amended, is collateralized by all of the Company’s assets, including all accounts, equipment, inventory, receivables, and general intangibles. The Loan Agreement contains certain restrictive covenants that will impose significant operating and financial restrictions on its operations, including, but not limited to restrictions that limit its ability to: · Sell, lease, or otherwise transfer, or permit any of its subsidiaries to sell, lease or otherwise transfer, all or any part of its business or property, except in the ordinary course of business or in connection with certain indebtedness or investments permitted under the amended and restated loan agreement; · Merge or consolidate, or permit any of its subsidiaries to merge or consolidate, with or into any other business organization, or acquire, or permit any of its subsidiaries to acquire, all or substantially all of the capital stock or property of another person; · Create, incur, assume or be liable for any indebtedness, other than certain indebtedness permitted under the amended and restated loan and security agreement; · Pay any dividends or make any distribution or payment on, or redeem, retire, or repurchase, any capital stock; and · Make any investment, other than certain investments permitted under the amended and restated loan and security agreement. The Company had no outstanding balance on its line of credit as of June 28, 2015. |
STOCKHOLDERS' EQUITY AND STOCK-
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 28, 2015 | |
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION [Abstract] | |
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION | NOTE 6—STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION Common and Preferred Stock In December 2008, the Company’s stockholders approved an amendment to the Certificate of Incorporation to authorize 50,000,000 shares of common stock of par value $0.001. In November 2014, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares of par value $0.001. In addition, the Company is authorized to issue 1,000,000 shares of preferred stock of $0.001 par value of which 750,000 shares have been designated Series A Junior Preferred Stock with powers, preferences and rights as set forth in the amended and restated certificate of designation dated December 15, 2014; the remainder of the shares of preferred stock are undesignated, for which the Board of Directors is authorized to fix the designation, powers, preferences and rights. As of June 28, 2015 and December 31, 2014, there were no shares of preferred stock issued or outstanding. On December 16, 2014, the Company entered into an Amended and Restated Rights Agreement to extend the expiration date of its stockholder rights plan that may have the effect of deterring, delaying, or preventing a change in control. The Amended and Restated Rights Agreement amends the Rights Agreement previously adopted by (i) extending the expiration date by three years to December 16, 2017, (ii) decreasing the exercise price per right issued to stockholders pursuant to the stockholder rights plan from $8.50 to $5.25, and (iii) making certain other technical and conforming changes. The Amended and Restated Rights Agreement was not adopted in response to any acquisition proposal. Under the rights plan, the Company issued a dividend of one preferred share purchase right for each share of common stock held by stockholders of record as of January 6, 2012, and the Company will issue one preferred stock purchase right to each share of common stock issued between January 6, 2012 and the earlier of either the rights’ exercisability or the expiration of the Rights Agreement. Each right entitles stockholders to purchase one one-thousandth of the Company’s Series A Junior Preferred Stock. In general, the exercisability of the rights to purchase preferred stock will be triggered if any person or group, including persons knowingly acting in concert to affect the control of the Company, is or becomes a beneficial owner of 10% or more of the outstanding shares of the Company’s common stock after the Adoption Date. Stockholders or beneficial ownership groups who owned 10% or more of the outstanding shares of common stock of the Company on or before the Adoption Date will not trigger the preferred share purchase rights unless they acquire an additional 1% or more of the outstanding shares of the Company’s common stock. Each right entitles a holder with the right upon exercise to purchase one one-thousandth of a share of preferred stock at an exercise price that is currently set at $5.25 per right, subject to purchase price adjustments as set forth in the rights agreement. Each share of preferred stock has voting rights equal to one thousand shares of common stock. In the event that exercisability of the rights is triggered, each right held by an acquiring person or group would become void. As a result, upon triggering of exercisability of the rights, there would be significant dilution in the ownership interest of the acquiring person or group, making it difficult or unattractive for the acquiring person or group to pursue an acquisition of the Company. These rights expire in December of 2017, unless earlier redeemed or exchanged by the Company. 2008 Equity Incentive Plan In December 2008, the Company adopted the 2008 Equity Incentive Plan (the “2008 Plan”) for directors, employees, consultants and advisors to the Company or its affiliates. Under the 2008 Plan, 2,500,000 shares of common stock were reserved for issuance upon the completion of a merger with Lumera Corporation (“Lumera”) on December 9, 2008. On January 1 of each year, starting in 2009, the aggregate number of shares reserved for issuance under the 2008 Plan increase automatically by the lesser of (i) 5% of the number of shares of common stock outstanding as of the Company’s immediately preceding fiscal year, or (ii) a number of shares determined by the Board of Directors. The maximum number of shares of common stock to be granted is up to 21,000,000 shares. Forfeited options or awards generally become available for future awards. As of December 31, 2014, the stockholders had approved 16,624,634 shares for future issuance. As of June 28, 2015, 11,462,545 options to purchase common stock and restricted stock units (“RSUs”) were outstanding and 3,003,051 shares are authorized for future issuance under the 2008 equity incentive plan. Under the 2008 Plan, the exercise price of a stock option is at least 100% of the stock’s fair market value on the date of grant, and if an incentive stock option (“ISO”) is granted to a 10% stockholder at least 110% of the stock’s fair market value on the date of grant. Vesting periods for awards are recommended by the Chief Executive Officer and generally provide for stock options to vest over a four-year period, with a one year vesting cliff of 25%, and have a maximum life of ten years from the date of grant. The Company has also issued RSUs which generally vest over a three quarters to four year period. 2007 Equity Incentive Plan In August 2007, GigOptix LLC adopted the GigOptix LLC Equity Incentive Plan (the “2007 Plan”). The 2007 Plan provided for grants of options to purchase membership units, membership awards and restricted membership units to employees, officers and non-employee directors, and upon the completion of the merger with Lumera were converted into grants of up to 632,500 shares of stock. Vesting periods are determined by the Board of Directors and generally provide for stock options to vest over a four-year period and expire ten years from date of grant. Vesting for certain shares of restricted stock is contingent upon both service and performance criteria. The 2007 Plan was terminated upon the completion of merger with Lumera on December 9, 2008 and the remaining 864 stock in options not granted under the 2007 Plan were cancelled. No shares of the Company’s common stock remain available for issuance of new grants under the 2007 Plan other than for satisfying exercises of stock options granted under this plan prior to its termination. As of June 28, 2015, options to purchase a total of 376,436 shares of common stock and 4,125 warrants to purchase common stock were outstanding. Lumera 2000 and 2004 Stock Option Plan In December 2008, in connection with the merger with Lumera, the Company assumed the existing Lumera 2000 Equity Incentive Plan and the Lumera 2004 Stock Option Plan (the “Lumera Plan”). All unvested options granted under the Lumera Plan were assumed by the Company as part of the merger. All contractual terms of the assumed options remain the same, except for the converted number of shares and exercise price based on merger conversion ratio of 0.125. As of June 28, 2015, no additional options can be granted under the Lumera Plan, and options to purchase a total of 57,191 shares of common stock were outstanding. Warrants As of June 28, 2015, the Company had a total of 158,240 warrants to purchase common stock outstanding under all warrant arrangements. During the six months ended June 28, 2015, no warrants were exercised and 500,000 warrants expired. Some of the warrants have anti-dilution provisions which adjust the number of warrants available to the holder such as, but not limited to, stock dividends, stock splits and certain reclassifications, exchanges, combinations or substitutions. These provisions are specific to each warrant agreement. Stock-based Compensation Expense The following table summarizes the Company’s stock-based compensation expense for the three and six months ended June 28, 2015 and June 29, 2014 (in thousands): Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 Cost of revenue $ 139 $ 88 $ 221 $ 164 Research and development expense 362 292 609 567 Selling, general and administrative expense 799 728 1,359 1,387 Restructuring expense - 9 - 9 $ 1,300 $ 1,117 $ 2,189 $ 2,127 For the six months ended June 29, 2014, included in the $2.1 million of stock-based compensation expense was $9,000 in restructuring expense to modify the exercise period and accelerate the vesting of (see Note 7). The Company did not grant any options during the three months ended June 28, 2015. During the three months ended June 29, 2014, the Company granted options to purchase 25,000 of common stock with an estimated total grant-date fair value of $28,000. The Company did not grant any RSUs during the three months ended June 28, 2015. During the three months ended June 29, 2014, the Company granted 70,000 RSUs with a grant-date fair value of $113,000 or $1.62 per share. The Company did not grant any options during the six months ended June 28, 2015. During the six months ended June 29, 2014, the Company granted options to purchase 25,000 of common stock with an estimated total grant-date fair value of $28,000. During the six months ended June 28, 2015 and June 29, 2014, the Company granted 2,815,822 and 1,475,085 RSUs, respectively, with a grant-date fair value of $3.5 million and $2.5 million or $1.25 and $1.70 per share, respectively. As of June 28, 2015, the total compensation cost not yet recognized in connection with unvested stock options and RSUs under the Company’s equity compensation plans was approximately $717,000 and $4.2 million, respectively. Unrecognized compensation will be amortized on a straight-line basis over a weighted-average period of approximately 1.15 years for stock options and approximately 2.87 years for RSUs. Stock Option and RSU Activity The following is a summary of option activity for the Company’s equity incentive plans, including both the 2008 Plan and other prior plans for which there are outstanding options but no new grants since the 2008 Plan was adopted: Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term, in Years Outstanding, December 31, 2014 8,801,160 $ 2.35 5.91 Granted - Exercised (32,747 ) $ 0.96 Forfeited/Expired (522,885 ) $ 3.12 Ending balance, June 28, 2015 8,245,528 $ 2.31 5.37 Vested and exercisable and expected to vest, June 28, 2015 8,227,603 $ 2.31 5.37 Vested and exercisable, June 28, 2015 7,661,443 $ 2.33 5.23 The aggregate intrinsic value of options vested, exercisable and expected to vest, based on the fair value of the underlying stock options as of June 28, 2015 was approximately $1.3 million. The aggregate intrinsic value reflects the difference between the exercise price of the underlying stock options and the Company’s closing share price of $1.60 as of June 26, 2015. The total intrinsic value of options exercised during the six months ended June 28, 2015 was approximately $11,000. During the six months ended June 29, 2014 RSUs are converted into shares of the Company’s common stock upon vesting on a one-for-one basis. Typically, vesting of RSUs is subject to the employee’s continuing service to the Company. RSUs generally vest over a period of three quarters to four years and are expensed ratably on a straight line basis over their respective vesting period net of estimated forfeitures. The fair value of the RSUs granted is the product of the number of shares granted and the grant date fair value of the Company’s common stock. The following is a summary of RSU activity for the indicated periods: Number of Shares Weighted- Average Grant Date Fair Value Weighted- Average Remaining Vesting Term, Years Aggregate (In thousands) Outstanding, December 31, 2014 1,915,858 $ 1.55 3.11 $ 1,990 Granted 2,815,822 1.25 Released (980,899 ) 1.37 Forfeited/expired (100,137 ) 1.91 Outstanding, June 28, 2015 3,650,644 $ 1.36 2.87 $ 5,841 The majority of the RSUs that vested in the six months ended June 28, 2015 were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the RSUs on their vesting date as determined by the Company’s closing stock price. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company. For the six months ended June 28, 2015, 980,899 shares of RSUs vested with an intrinsic value of approximately $1.4 million. The Company withheld 351,000 shares to satisfy approximately $501,000 of employees’ minimum tax obligation on the vested RSUs. |
RESTRUCTURING
RESTRUCTURING | 6 Months Ended |
Jun. 28, 2015 | |
RESTRUCTURING [Abstract] | |
RESTRUCTURING | NOTE 7—RESTRUCTURING During the second of quarter of 2014, the Company The components of the restructuring charge included $43,000 of cash expenses for cleanup services, $210,000 of restricted cash and rent deposit forfeiture to move out of the Bothell facility, $45,000 of cash expenses for severance, benefits and payroll taxes and other costs associated with employee terminations, and $9,000 of non-cash expenses associated with the acceleration of RSUs. The total charge for these restructuring activities was $307,000. The following is a summary of the restructuring activity (in thousands): Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 Beginning balance $ - $ - $ - $ 30 Charges - 307 - 307 Uses and adjustments - (307 ) - (337 ) Ending balance $ - $ - $ - $ - The Company did not have any restructuring activity during the three and six months ended June 28, 2015. |
INVESTMENT IN UNCONSOLIDATED AF
INVESTMENT IN UNCONSOLIDATED AFFILIATE | 6 Months Ended |
Jun. 28, 2015 | |
INVESTMENT IN UNCONSOLIDATED AFFILIATE [Abstract] | |
INVESTMENT IN UNCONSOLIDATED AFFILIATE | NOTE 8— In February 2014, together with CPqD, the Company incepted a new joint venture, named BrP, of which the Company owns 49% and CPqD owns 51% of BrP. It is based in Campinas, Brazil. BrP will be a provider of advanced high-speed devices for optical communications and integrated transceiver components for information networks. It is engaged in research and development of SiPh advanced electro-optical products. The Company transferred into BrP its knowledge-base and intellectual property of TM technology. The Company transferred to CPqD, its inventory related to the TM platform and the complete production line equipment that previously resided at its Bothell, Washington, facility for CPqD to use for the BrP joint venture. As of the transfer date, the Company’s net book value of the inventory and property and equipment was $245,000 and $211,000, respectively. During the second quarter of 2015, the Company made an additional capital contribution of $3,000 pursuant BrP’s Amended Articles of Association which resulted in a $459,000 investment in BrP. For the three and six months ended June 28, 2015, the Company’s allocated portion of BrP’s results was a loss of $3,000. For the three and six months ended June 29, 2014, the Company’s allocated portion of BrP’s results was a loss of $331,000. Since the Company’s share of the loss exceeded the Company’s carrying cost of its investment in BrP, the Company’s investment in an unconsolidated affiliate was written down to zero as of December 31, 2014 and June 28, 2015. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 28, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 9—INCOME TAXES The Company recorded a provision for income taxes of $16,000 and $25,000 for the three and six months ended June 28, 2015, respectively, and $21,000 and $31,000 for the three and six months ended June 29, 2014, respectively. the three months ended June 28, 2015 was 3% based upon the Company’s income before provision for income taxes. The income tax provision for the three and six months ended June 28, 2015 and June 29, 2014 In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. In making such a determination, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. In order to support a conclusion that a valuation allowance is not needed, positive evidence of sufficient quantity and quality is necessary to overcome negative evidence. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. A valuation allowance has been recorded for the entire deferred tax asset as a result of uncertainties regarding realization of the asset including lack of profitability through June 28, 2015 and the uncertainty over future operating profitability and taxable income. The Company will continue to evaluate the potential realization of the deferred tax assets on a quarterly basis. The Company files tax returns in the U.S. federal, U.S. state and foreign tax jurisdictions. The Company’s major tax jurisdictions are the U.S., California, Switzerland, Germany, Israel and Japan. The Company’s fiscal years through June 28, 2015 remain subject to examination by the tax authorities for U.S. federal, U.S. state and foreign tax purpose. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 6 Months Ended |
Jun. 28, 2015 | |
NET INCOME (LOSS) PER SHARE [Abstract] | |
NET LOSS PER SHARE | NOTE 10—NET INCOME (LOSS) PER SHARE The following table summarizes total securities outstanding which were not included in the calculation of diluted net income (loss) per share because to do so would have been anti-dilutive: Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 Stock options and RSUs 6,013,177 12,276,382 11,896,172 12,276,382 Common stock warrants 156,162 683,240 158,240 683,240 Total 6,169,339 12,959,622 12,054,412 12,959,622 |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 6 Months Ended |
Jun. 28, 2015 | |
SEGMENT AND GEOGRAPHIC INFORMATION [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | NOTE 11—SEGMENT AND GEOGRAPHIC INFORMATION The Company has determined that it operates as a single operating and reportable segment. The following tables reflect the results of the Company’s reportable segment consistent with the management system used by the Company’s Chief Executive Officer, the chief operating decision maker. The following table summarizes revenue by geographic region (in thousands): Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 North America $ 3,231 33 % $ 1,875 23 % $ 6,262 33 % $ 4,102 27 % Asia 2,757 28 % 2,456 31 % 5,576 30 % 4,614 30 % Europe 3,702 38 % 3,647 45 % 6,655 35 % 6,556 42 % Other 150 1 % 59 1 % 407 2 % 151 1 % $ 9,840 100 % $ 8,037 100 % $ 18,900 100 % $ 15,423 100 % The Company determines geographic location of its revenue based upon the destination of shipments of its products. For the three months ended June 28, 2015, two customers accounted for greater than 10% of total revenue and combined they accounted for 40% of total revenue, of which the largest accounted for 25% of the Company’s total revenue. For the three months ended June 29, 2014, two customers accounted for greater than 10% of total revenue and combined they accounted for 35% of total revenue, of which the largest accounted for 24% of the Company’s total revenue. For the six months ended June 28, 2015, three customers accounted for 50% of total revenue, of which the largest accounted for 27% of the Company’s total revenue. For the six months ended June 29, 2014, one customer accounted for 26% of total revenue. During the three months ended June 28, 2015, the United States, Italy, and Hong Kong accounted for 31%, 31%, and 13% of total revenue, respectively. During the three months ended June 29, 2014, Italy and the United States accounted for 36% and 20% of total revenue, respectively. No other countries accounted for more than 10% of the Company’s total revenue during the three months ended June 28, 2015 and June 29, 2014. During the six months ended June 28, 2015, Italy, the United States, and Hong Kong accounted for 30%, 29%, and 13% of total revenue, respectively. During the six months ended June 29, 2014, Italy, the United States, and Japan accounted for 36%, 24%, and 10% of total revenue, respectively. No other countries accounted for more than 10% of the Company’s total revenue during the six months ended June 28, 2015 and June 29, 2014. The following table summarizes revenue by product line (in thousands): Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 HSC $ 6,586 $ 5,609 $ 12,787 $ 10,891 Industrial 3,254 2,428 6,113 4,532 Total revenue $ 9,840 $ 8,037 $ 18,900 $ 15,423 The following table summarizes long-lived assets by country (in thousands): June 28, 2015 December 31, 2014 United States $ 2,147 93 % $ 1,687 88 % Switzerland 162 7 % 229 12 % $ 2,309 100 % $ 1,916 100 % Long-lived assets, comprised of property and equipment, are reported based on the location of the assets as of each balance sheet date. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 28, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12—COMMITMENTS AND CONTINGENCIES Commitments Leases The Company leases its domestic and foreign sales offices under non-cancelable operating leases. These leases contain various expiration dates and renewal options. The Company also leases certain software licenses under operating leases. Total facilities rent expense for the three and six months ended June 28, 2015 was $117,000 and 228,000, respectively, and for the three and six months ended June 29, 2014 was $93,000 and $234,000, respectively. As of April 2014, the Company moved out of its Bothell, Washington facility which comprised 11,666 square feet and entered into a one-year lease located in Bellevue, Washington which comprises approximately 2,100 square feet. In April 2015, the Company entered into a new one-year lease located in Bellevue, Washington which comprises approximately 1,951 square feet. Aggregate non-cancelable future minimum rental payments under capital and operating leases are as follows (in thousands): Capital Leases Operating Leases Years ending December 31, Minimum lease payments Minimum lease payments 2015 (remainder of year) $ 2 $ 259 2016 3 516 2017 3 130 2018 - 73 2019 - 73 Thereafter - 61 Total minimum lease payments 8 $ 1,112 Less: Amount representing interest - Total capital lease obligations 8 Less: current portion (3 ) Long-term portion of capital lease obligations $ 5 Legal Contingencies From time to time, the Company may become involved in legal proceedings, claims and litigation arising in the ordinary course of business. When the Company believes a loss is probable and can be reasonably estimated, the Company accrues the estimated loss in the consolidated financial statements. Where the outcome of these matters is not determinable, the Company does not make a provision in the financial statements until the loss, if any, is probable and can be reasonably estimated or the outcome becomes known. There are no known losses at this time. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 28, 2015 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 13—RECENT ACCOUNTING PRONOUNCEMENTS In July 2015, the Financial Accounting Standard Board issued an accounting standard applicable to inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This standard is effective for annual reporting periods beginning after December 15, 2016 and early adoption is permitted. The Company is currently evaluating the impact of the adoption on the Company’s condensed consolidated financial statements. |
ORGANIZATION AND BASIS OF PRE20
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 28, 2015 | |
ORGANIZATION AND BASIS OF PRESENTATION [Abstract] | |
Organization | Organization GigOptix Inc. (“GigOptix” or the “Company”) is a leading fabless supplier of high speed semiconductor components that enable end-to-end information streaming over the networks. Its products address the needs of emerging high-growth markets, such as long haul and metro telecommunications (“telecom”) applications, as well as Cloud and datacenter connectivity, point-to-point wireless backhaul, and interactive high speed applications for the consumer electronics, industrial, defense and avionics industries. The business is made up of two product lines: the High-Speed Communications (“HSC”) product line and the Industrial product line. Its products are highly customized and typically developed in partnership with key “Lighthouse” customers, generating engineering project revenues through the development stage and larger future product revenues through these customers and general market availability. The HSC product line offers a broad portfolio of high performance semiconductor devices and multi-chip-modules (“MCMs”) aimed predominantly at the telecom, datacom and consumer-electronics markets, and includes, among others, (i) mixed signal radio frequency integrated circuits (“RFIC”) at 50 GHz and above; (ii) 10 to 400 gigabit per second (“Gbps”) laser and optical-modulator drivers, and trans-impedance amplifiers (“TIA”); (iii) power amplifiers and transceivers for microwave and millimeter monolithic microwave integrated circuit (“MMIC”) wireless applications at frequencies higher than 50 GHz; (iv) integrated systems in a package (“SIP”) solutions for both fiber-optic and wireless communication systems; and (v) radio frequency (“RF”) chips for various consumer applications such as global navigation satellite systems (“GNSS”). The Industrial product line offers a wide range of digital and mixed-signal application specific integrated circuit (“ASIC”) solutions for various industrial applications used in the military, avionics, automotive, security and surveillance, medical and communications markets. GigOptix, Inc., the successor to GigOptix LLC, was formed as a Delaware corporation in March 2008 in order to facilitate a combination between GigOptix LLC and Lumera Corporation (“Lumera”). Before the combination, GigOptix LLC acquired the assets of iTerra Communications LLC in July 2007 (“iTerra”) and Helix Semiconductors AG (“Helix”) in January 2008. On November 9, 2009, GigOptix acquired ChipX, Incorporated (“ChipX”). On June 17, 2011, GigOptix acquired Endwave Corporation (“Endwave”). As a result of the acquisitions, Helix, Lumera, ChipX and Endwave all became wholly-owned subsidiaries of GigOptix. In March 2013, the Company established a German wholly-owned subsidiary, GigOptix GmbH; however it is currently in the process of being dissolved. In February 2014, together with Fundação CPqD – Centro De Pesquisa e Desenvolvimento em Telecomunicações (“CPqD”), the Company formed a new joint venture of which the Company owns 49% and CPqD owns 51%, BrPhotonics Produtos Optoeletrônicos LTDA. (“BrP”), based in Campinas, Brazil, which will be a provider of advanced high-speed devices for optical communications and integrated transceiver components that enable information streaming over fiber-optics communication networks. This joint venture is also engaged in research and development of Silicon-Photonics (“SiPh”) advanced electro-optical products. During the second quarter of 2014, the Company transferred all of its inventory and assets related to the Thin Film Polymer on Silicon TM ” platform and the production line equipment for use by BrP (see also Note 8). In June 30, 2014, the Company acquired, for cash only by way of assuming specified liabilities, substantially all of the assets of Tahoe RF Semiconductor, Inc. (“Tahoe RF”). In June 2015, the Company established a Japanese wholly-owned subsidiary, GigOptix Japan GK. |
Basis of Presentation | Basis of Presentation The Company’s fiscal year ends on December 31. For quarterly reporting, the Company employs a five-week, four-week, four-week, reporting period. The second quarter of 2015 ended on Sunday, June 28, 2015. The second quarter of 2014 ended on Sunday, June 29, 2014. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements as of June 28, 2015 and for the three and six months ended June 28, 2015 and June 29, 2014, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions of Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X. The statements include the accounts of the Company and all of its subsidiaries and they do not include all of the information and footnotes required by such accounting principles for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of June 28, 2015, . The condensed consolidated results of operations for the three and six months ended June 28, 2015 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year ending December 31, 2015. 2014 Form 10-K. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. These judgments can be subjective and complex, and consequently, actual results could differ materially from those estimates and assumptions. Descriptions of these estimates and assumptions are included in the 2014 Form 10-K and the Company encourages you to read its 2014 Form 10-K for more information about such estimates and assumptions. |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
BALANCE SHEET COMPONENTS [Abstract] | |
Accounts receivable, net | Accounts receivable, net consisted of the following (in thousands): June 28, December 31, 2015 2014 Accounts receivable $ 7,889 $ 8,003 Allowance for doubtful accounts (46 ) (48 ) $ 7,843 $ 7,955 |
Inventories | Inventories consisted of the following (in thousands): June 28, December 31, 2015 2014 Raw materials $ 3,180 $ 1,676 Work in process 1,997 1,421 Finished goods 1,647 2,042 $ 6,824 $ 5,139 |
Property and equipment, net | Property and equipment, net consisted of the following (in thousands, except depreciable life): Life June 28, December 31, (In years) 2015 2014 Network and laboratory equipment 3 – 5 $ 12,544 $ 11,252 Computer software and equipment 2 – 3 3,959 3,877 Furniture and fixtures 3 – 7 165 165 Office equipment 3 – 5 134 131 Leasehold improvements 1 – 5 298 276 17,100 15,701 Accumulated depreciation and amortization (14,791 ) (13,785 ) Property and equipment, net $ 2,309 $ 1,916 |
Accrued and other current liabilities | Accrued and other current liabilities consisted of the following (in thousands): June 28, December 31, 2015 2014 Amounts billed to the U.S. government in excess of approved rates $ 191 $ 191 Warranty liability 357 334 Customer deposits 671 599 Capital lease obligations, current portion 3 3 Sales return reserve 470 412 Deferred revenue 342 327 Other 603 1,036 $ 2,637 $ 2,902 |
Summary of changes in warranty accrual | Changes in the Company’s product warranty liability during the six months ended June 28, 2015 and June 29, 2014 are as follows (in thousands): Six months ended June 28, 2015 June 29, 2014 Beginning balance $ 334 $ 330 Warranties accrued 280 226 Warranties settled or reversed (257 ) (211 ) Ending balance $ 357 $ 345 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
FAIR VALUE [Abstract] | |
Financial assets and liabilities measured at fair value, recurring basis | The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 28, 2015 and December 31, 2014 (in thousands): Fair Value Measurements Using Carrying Value Quoted Prices in Active Identical Significant Other Inputs Significant Unobservable Inputs June 28, 2015: Assets: Cash equivalents: Money market funds $ 12,362 $ 12,362 $ - $ - $ 12,362 $ 12,362 $ - $ - Current liabilities: Liability warrants $ 12 $ - $ - $ 12 December 31, 2014: Assets: Cash equivalents: Money market funds $ 12,360 $ 12,360 $ - $ - $ 12,360 $ 12,360 $ - $ - Current liabilities: Liability warrants $ 8 $ - $ - $ 8 |
Estimate of fair value for warrants assumptions | The fair value of the warrants was estimated using the following assumptions: As of June 28, 2015 As of December 31, 2014 Stock price $ 1.60 $ 1.20 Exercise price $ 2.51 $ 2.51 Expected life 2.05 years 2.55 years Risk-free interest rate 0.72 % 1.10 % Volatility 69 % 69 % Fair value per share $ 0.40 $ 0.27 |
Warrants subject to liability accounting | The following table summarizes the warrants subject to liability accounting as of June 28, 2015 and December 31, 2014 (in thousands, except share and per share amounts) (see also Note 6): Three Months Ended June 28, 2015 Six Months Ended June 28, 2015 Holder Original Warrants Adjusted Warrants Grant Date Expiration Date Price per Share Fair Value June 28, 2015 Fair Value December 31, 2014 Exercise of Warrants Change in Fair Value Exercise of Warrants Change in Fair Value Related Agreement Bridge Bank 20,000 29,115 4/7/2010 7/7/2017 $ 2.51 $ 12 $ 8 - $ 5 - $ 4 Credit Agreement |
Change in the fair value of level 3 liabilities | The change in the fair value of the Level 3 liability warrants during the three and six months ended June 28, 2015 is as follows (in thousands): Fair value as of December 31, 2014 $ 8 Exercise of warrants - Change in fair value (1 ) Fair value as of March 29, 2015 7 Exercise of warrants - Change in fair value 5 Fair value as of June 28, 2015 $ 12 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
INTANGIBLE ASSETS AND GOODWILL [Abstract] | |
Intangible assets | Intangible assets consist of the following (in thousands): June 28, 2015 December 31, 2014 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 3,277 $ (2,331 ) $ 946 $ 3,277 $ (2,119 ) $ 1,158 Existing technology 3,783 (3,084 ) 699 3,783 (2,881 ) 902 Order backlog 732 (732 ) - 732 (732 ) - Patents 457 (405 ) 52 457 (402 ) 55 Trade name 659 (409 ) 250 659 (380 ) 279 Total $ 8,908 $ (6,961 ) $ 1,947 $ 8,908 $ (6,514 ) $ 2,394 |
Amortization of intangible assets | For the three and six months ended June 28, 2015 and June 29, 2014, amortization of intangible assets was as follows (in thousands): Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 Cost of revenue $ 104 $ 103 $ 207 $ 206 Selling, general and administrative expense 120 121 240 241 $ 224 $ 224 $ 447 $ 447 |
Estimated future amortization expense | Estimated future amortization expense related to intangible assets as of June 28, 2015 is as follows (in thousands): Years ending December 31, 2015 (remainder of year) $ 446 2016 869 2017 487 2018 63 2019 54 Thereafter 28 Total $ 1,947 |
STOCKHOLDERS' EQUITY AND STOC24
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION [Abstract] | |
Schedule of stock-based compensation expense | The following table summarizes the Company’s stock-based compensation expense for the three and six months ended June 28, 2015 and June 29, 2014 (in thousands): Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 Cost of revenue $ 139 $ 88 $ 221 $ 164 Research and development expense 362 292 609 567 Selling, general and administrative expense 799 728 1,359 1,387 Restructuring expense - 9 - 9 $ 1,300 $ 1,117 $ 2,189 $ 2,127 |
Summary of option activity | The following is a summary of option activity for the Company’s equity incentive plans, including both the 2008 Plan and other prior plans for which there are outstanding options but no new grants since the 2008 Plan was adopted: Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term, in Years Outstanding, December 31, 2014 8,801,160 $ 2.35 5.91 Granted - Exercised (32,747 ) $ 0.96 Forfeited/Expired (522,885 ) $ 3.12 Ending balance, June 28, 2015 8,245,528 $ 2.31 5.37 Vested and exercisable and expected to vest, June 28, 2015 8,227,603 $ 2.31 5.37 Vested and exercisable, June 28, 2015 7,661,443 $ 2.33 5.23 |
Summary of RSU activity | The following is a summary of RSU activity for the indicated periods: Number of Shares Weighted- Average Grant Date Fair Value Weighted- Average Remaining Vesting Term, Years Aggregate (In thousands) Outstanding, December 31, 2014 1,915,858 $ 1.55 3.11 $ 1,990 Granted 2,815,822 1.25 Released (980,899 ) 1.37 Forfeited/expired (100,137 ) 1.91 Outstanding, June 28, 2015 3,650,644 $ 1.36 2.87 $ 5,841 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
RESTRUCTURING [Abstract] | |
Summary of restructuring activity | The following is a summary of the restructuring activity (in thousands): Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 Beginning balance $ - $ - $ - $ 30 Charges - 307 - 307 Uses and adjustments - (307 ) - (337 ) Ending balance $ - $ - $ - $ - |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
NET INCOME (LOSS) PER SHARE [Abstract] | |
Antidilutive securities excluded from computation of earnings per share | The following table summarizes total securities outstanding which were not included in the calculation of diluted net income (loss) per share because to do so would have been anti-dilutive: Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 Stock options and RSUs 6,013,177 12,276,382 11,896,172 12,276,382 Common stock warrants 156,162 683,240 158,240 683,240 Total 6,169,339 12,959,622 12,054,412 12,959,622 |
SEGMENT AND GEOGRAPHIC INFORM27
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
SEGMENT AND GEOGRAPHIC INFORMATION [Abstract] | |
Revenue by geographic region and long lived assets by country | The following table summarizes revenue by geographic region (in thousands): Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 North America $ 3,231 33 % $ 1,875 23 % $ 6,262 33 % $ 4,102 27 % Asia 2,757 28 % 2,456 31 % 5,576 30 % 4,614 30 % Europe 3,702 38 % 3,647 45 % 6,655 35 % 6,556 42 % Other 150 1 % 59 1 % 407 2 % 151 1 % $ 9,840 100 % $ 8,037 100 % $ 18,900 100 % $ 15,423 100 % |
Revenue by product line | The following table summarizes revenue by product line (in thousands): Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 HSC $ 6,586 $ 5,609 $ 12,787 $ 10,891 Industrial 3,254 2,428 6,113 4,532 Total revenue $ 9,840 $ 8,037 $ 18,900 $ 15,423 |
Long lived assets by country | The following table summarizes long-lived assets by country (in thousands): June 28, 2015 December 31, 2014 United States $ 2,147 93 % $ 1,687 88 % Switzerland 162 7 % 229 12 % $ 2,309 100 % $ 1,916 100 % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Aggregate non-cancelable future minimum rental payments | Aggregate non-cancelable future minimum rental payments under capital and operating leases are as follows (in thousands): Capital Leases Operating Leases Years ending December 31, Minimum lease payments Minimum lease payments 2015 (remainder of year) $ 2 $ 259 2016 3 516 2017 3 130 2018 - 73 2019 - 73 Thereafter - 61 Total minimum lease payments 8 $ 1,112 Less: Amount representing interest - Total capital lease obligations 8 Less: current portion (3 ) Long-term portion of capital lease obligations $ 5 |
ORGANIZATION AND BASIS OF PRE29
ORGANIZATION AND BASIS OF PRESENTATION (Details) - ProductLine | 6 Months Ended | |
Jun. 28, 2015 | Feb. 28, 2014 | |
Organization [Abstract] | ||
Number of product lines | 2 | |
CPqD [Member] | ||
Schedule of Investments [Line Items] | ||
Joint venture ownership percentage (in hundredths) | 51.00% | |
GigOptix, Inc. [Member] | ||
Schedule of Investments [Line Items] | ||
Joint venture ownership percentage (in hundredths) | 49.00% |
BALANCE SHEET COMPONENTS (Detai
BALANCE SHEET COMPONENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Dec. 31, 2014 | ||
BALANCE SHEET COMPONENTS [Abstract] | ||||||
Accounts receivable | $ 7,889,000 | $ 7,889,000 | $ 8,003,000 | |||
Allowance for doubtful accounts | (46,000) | (46,000) | (48,000) | |||
Accounts receivable, net | 7,843,000 | 7,843,000 | 7,955,000 | [1] | ||
Property and equipment [Line Items] | ||||||
Property and equipment, gross | 17,100,000 | 17,100,000 | 15,701,000 | |||
Accumulated depreciation and amortization | (14,791,000) | (14,791,000) | (13,785,000) | |||
Property and equipment, net | 2,309,000 | 2,309,000 | 1,916,000 | [1] | ||
Depreciation expense related to property and equipment | 380,000 | $ 548,000 | 795,000 | $ 1,100,000 | ||
Amortization | 281,000 | 125,000 | 533,000 | 276,000 | ||
Inventory, net [Abstract] | ||||||
Raw materials | 3,180,000 | 3,180,000 | 1,676,000 | |||
Work in process | 1,997,000 | 1,997,000 | 1,421,000 | |||
Finished goods | 1,647,000 | 1,647,000 | 2,042,000 | |||
Inventories | 6,824,000 | 6,824,000 | 5,139,000 | [1] | ||
Other current liabilities [Abstract] | ||||||
Amounts billed to the U.S. government in excess of approved rates | 191,000 | 191,000 | 191,000 | |||
Warranty liability | 357,000 | 357,000 | 334,000 | |||
Customer deposits | 671,000 | 671,000 | 599,000 | |||
Capital lease obligations, current portion | 3,000 | 3,000 | 3,000 | |||
Sales return reserve | 470,000 | 470,000 | 412,000 | |||
Deferred Revenue | 342,000 | 342,000 | 327,000 | |||
Other | 603,000 | 603,000 | 1,036,000 | |||
Accrued and other current liabilities | 2,637,000 | $ 2,637,000 | 2,902,000 | [1] | ||
Period of product warranty | 1 year | |||||
Movement in product warranty liability [Roll Forward] | ||||||
Beginning balance | $ 334,000 | 330,000 | ||||
Warranties accrued | 280,000 | 226,000 | ||||
Warranties settled or reversed | (257,000) | (211,000) | ||||
Ending balance | 357,000 | $ 345,000 | 357,000 | $ 345,000 | ||
Network and Laboratory Equipment [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, gross | 12,544,000 | $ 12,544,000 | 11,252,000 | |||
Network and Laboratory Equipment [Member] | Minimum [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, useful life | 3 years | |||||
Network and Laboratory Equipment [Member] | Maximum [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, useful life | 5 years | |||||
Computer Software and Equipment [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, gross | 3,959,000 | $ 3,959,000 | 3,877,000 | |||
Computer Software and Equipment [Member] | Minimum [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, useful life | 2 years | |||||
Computer Software and Equipment [Member] | Maximum [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, useful life | 3 years | |||||
Furniture And Fixtures [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, gross | 165,000 | $ 165,000 | 165,000 | |||
Furniture And Fixtures [Member] | Minimum [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, useful life | 3 years | |||||
Furniture And Fixtures [Member] | Maximum [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, useful life | 7 years | |||||
Office Equipment [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, gross | 134,000 | $ 134,000 | 131,000 | |||
Office Equipment [Member] | Minimum [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, useful life | 3 years | |||||
Office Equipment [Member] | Maximum [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, useful life | 5 years | |||||
Leasehold Improvements [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, gross | $ 298,000 | $ 298,000 | $ 276,000 | |||
Leasehold Improvements [Member] | Minimum [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, useful life | 1 year | |||||
Leasehold Improvements [Member] | Maximum [Member] | ||||||
Property and equipment [Line Items] | ||||||
Property and equipment, useful life | 5 years | |||||
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date. |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 24, 2013 | Jul. 07, 2010 | Jun. 28, 2015 | Mar. 29, 2015 | Jun. 28, 2015 | Dec. 31, 2014 | Dec. 16, 2014 |
Class of Warrant or Right [Line Items] | |||||||
Additional equity shares issued (in shares) | 9,573,750 | 2,760,000 | |||||
Share price of additional equity offering (in dollars per share) | $ 1.42 | $ 1.75 | $ 1.60 | $ 1.60 | $ 1.20 | ||
Fair value assumptions [Abstract] | |||||||
Stock price (in dollars per share) | $ 1.42 | $ 1.75 | 1.60 | 1.60 | 1.20 | ||
Exercise price (in dollars per share) | 2.51 | $ 2.51 | $ 2.51 | ||||
Expected life | 2 years 18 days | 2 years 6 months 18 days | |||||
Risk-free interest rate (in hundredths) | 0.72% | 1.10% | |||||
Volatility (in hundredths) | 69.00% | 69.00% | |||||
Fair value per share (in dollars per share) | $ 0.40 | $ 0.40 | $ 0.27 | ||||
Warrants subject to liability accounting [Abstract] | |||||||
Adjusted warrants (in shares) | 158,240 | 158,240 | |||||
Price per share (in dollars per share) | $ 5.25 | $ 5.25 | $ 8.50 | ||||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||||||
Cash equivalents [Abstract] | |||||||
Total assets, fair value | $ 12,362 | $ 12,362 | $ 12,360 | ||||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | |||||||
Cash equivalents [Abstract] | |||||||
Cash equivalents | 12,362 | 12,362 | 12,360 | ||||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Liability Warrants [Member] | |||||||
Current liabilities [Abstract] | |||||||
Liability warrants | 0 | 0 | 0 | ||||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||||||
Cash equivalents [Abstract] | |||||||
Total assets, fair value | 0 | 0 | 0 | ||||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member] | |||||||
Cash equivalents [Abstract] | |||||||
Cash equivalents | 0 | 0 | 0 | ||||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Liability Warrants [Member] | |||||||
Current liabilities [Abstract] | |||||||
Liability warrants | 0 | 0 | 0 | ||||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||||||
Cash equivalents [Abstract] | |||||||
Total assets, fair value | 0 | 0 | 0 | ||||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member] | |||||||
Cash equivalents [Abstract] | |||||||
Cash equivalents | 0 | 0 | 0 | ||||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Liability Warrants [Member] | |||||||
Current liabilities [Abstract] | |||||||
Liability warrants | 12 | 12 | 8 | ||||
Carrying Value [Member] | Recurring [Member] | |||||||
Cash equivalents [Abstract] | |||||||
Total assets, fair value | 12,362 | 12,362 | 12,360 | ||||
Carrying Value [Member] | Recurring [Member] | Money Market Funds [Member] | |||||||
Cash equivalents [Abstract] | |||||||
Cash equivalents | 12,362 | 12,362 | 12,360 | ||||
Carrying Value [Member] | Recurring [Member] | Liability Warrants [Member] | |||||||
Current liabilities [Abstract] | |||||||
Liability warrants | $ 12 | $ 12 | 8 | ||||
Liability Warrants [Member] | |||||||
Warrants subject to liability accounting [Abstract] | |||||||
Holder | Bridge Bank | ||||||
Original warrants (in shares) | 20,000 | 20,000 | |||||
Adjusted warrants (in shares) | 29,115 | 29,115 | |||||
Grant date | Apr. 7, 2010 | ||||||
Expiration date | Jul. 7, 2017 | ||||||
Price per share (in dollars per share) | $ 2.51 | $ 2.51 | |||||
Fair value | $ 12 | $ 8 | $ 12 | 8 | |||
Exercise of warrants | 0 | 0 | 0 | ||||
Change in fair value | 5 | (1) | $ 4 | ||||
Related agreement | Credit Agreement | ||||||
Change in fair value of Level 3 liability warrants [Roll Forward] | |||||||
Fair value, beginning of period | 7 | 8 | $ 8 | ||||
Exercise of warrants | 0 | 0 | 0 | ||||
Change in fair value | 5 | (1) | 4 | ||||
Fair value, end of period | $ 12 | $ 7 | $ 12 | $ 8 |
INTANGIBLE ASSETS AND GOODWIL32
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Dec. 31, 2014 | ||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross intangible asset | $ 8,908 | $ 8,908 | $ 8,908 | |||
Accumulated amortization | (6,961) | (6,961) | (6,514) | |||
Net intangible asset | 1,947 | 1,947 | 2,394 | [1] | ||
Amortization of intangible assets | 224 | $ 224 | 447 | $ 447 | ||
Cost of Revenue [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | 104 | 103 | 207 | 206 | ||
Selling, General and Administrative Expenses [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | 120 | $ 121 | 240 | $ 241 | ||
Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross intangible asset | 3,277 | 3,277 | 3,277 | |||
Accumulated amortization | (2,331) | (2,331) | (2,119) | |||
Net intangible asset | 946 | 946 | 1,158 | |||
Existing Technology [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross intangible asset | 3,783 | 3,783 | 3,783 | |||
Accumulated amortization | (3,084) | (3,084) | (2,881) | |||
Net intangible asset | 699 | 699 | 902 | |||
Order Backlog [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross intangible asset | 732 | 732 | 732 | |||
Accumulated amortization | (732) | (732) | (732) | |||
Net intangible asset | 0 | 0 | 0 | |||
Patents [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross intangible asset | 457 | 457 | 457 | |||
Accumulated amortization | (405) | (405) | (402) | |||
Net intangible asset | 52 | 52 | 55 | |||
Trade Name [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross intangible asset | 659 | 659 | 659 | |||
Accumulated amortization | (409) | (409) | (380) | |||
Net intangible asset | $ 250 | $ 250 | $ 279 | |||
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date. |
INTANGIBLE ASSETS AND GOODWILL,
INTANGIBLE ASSETS AND GOODWILL, Schedule of Acquired Finite-Lived Intangible Asset by Major Class (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 28, 2015USD ($) | Sep. 28, 2014USD ($) | Jun. 28, 2015USD ($)Employee | Dec. 31, 2014USD ($) | ||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill related to acquisition | $ 10,395,000 | $ 10,395,000 | $ 10,306,000 | [1] | |
Future amortization expense [Abstract] | |||||
2,015 | 446,000 | 446,000 | |||
2,016 | 869,000 | 869,000 | |||
2,017 | 487,000 | 487,000 | |||
2,018 | 63,000 | 63,000 | |||
2,019 | 54,000 | 54,000 | |||
Thereafter | 28,000 | 28,000 | |||
Total | 1,947,000 | 1,947,000 | |||
Tahoe RF [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill related to acquisition | 535,000 | $ 535,000 | |||
Goodwill acquired due to acquisition | $ 446,000 | ||||
Liabilities incurred | 446,000 | ||||
Liabilities assumed - current | 20,000 | ||||
Number of employees added as part of acquisition | Employee | 10 | ||||
Tax and legal expenses | 89,000 | ||||
Liabilities incurred maximum | 254,000 | $ 254,000 | $ 254,000 | ||
Bonus payable to employees | 128,000 | ||||
Retention bonus payable, during the period July 2016 through July 2020 | $ 70,000 | ||||
Number of employees remaining and payable retention bonus | Employee | 8 | ||||
Accrued bonuses noncurrent | $ 109,000 | $ 109,000 | |||
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date. |
CREDIT FACILITIES (Details)
CREDIT FACILITIES (Details) - Jun. 28, 2015 - Line of Credit - Silicon Valley Bank [Member] - USD ($) $ in Millions | Total |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | $ 7 |
Borrowing base percentage used for maximum borrowing capacity (in hundredths) | 80.00% |
Debt instrument, increase in default interest rate (in hundredths) | 5.00% |
Debt instrument, default interest rate actually increased (in hundredths) | 3.00% |
Loan agreement expiration date | May 6, 2016 |
Amount outstanding | $ 0 |
Prime Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt instrument, applicable interest rate (in hundredths) | 0.60% |
Debt instrument, applicable interest rate after decrease (in hundredths) | 0.40% |
STOCKHOLDERS' EQUITY AND STOC35
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION (Details) - $ / shares | 6 Months Ended | |||||
Jun. 28, 2015 | Dec. 31, 2014 | Dec. 16, 2014 | Nov. 30, 2014 | Jan. 06, 2012 | Dec. 31, 2008 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | ||||
Fractional share of preferred stock each preferred share purchase right is entitled to (in shares) | 1 | |||||
Common and preferred stock [Abstract] | ||||||
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 50,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Preferred stock, issued (in shares) | 0 | 0 | ||||
Preferred stock, outstanding (in shares) | 0 | 0 | ||||
Stockholders rights plan number of years to extend expiration date | 3 years | |||||
Stockholders rights plan expiration date | Dec. 16, 2017 | |||||
Exercise price per share (in dollars per share) | $ 5.25 | $ 8.50 | ||||
Common stock dividends, number of preferred stock purchase rights per share (in shares) | 1 | 1 | ||||
Minimum ownership percentage of beneficial owner for exercisability of rights to purchase preferred stock to be triggered (in hundredths) | 10.00% | |||||
Minimum percentage of additional purchase of outstanding shares by existing owner of 10 percent or more for exercisability of rights to purchase preferred stock to be triggered (in hundredths) | 1.00% | |||||
Preferred stock, voting rights | Each share of preferred stock has voting rights equal to one thousand shares of common stock | |||||
Series A Junior Preferred Stock [Member] | ||||||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||||
Preferred stock, authorized (in shares) | 750,000 | |||||
Fractional share of preferred stock each preferred share purchase right is entitled to (in shares) | 1 |
STOCKHOLDERS' EQUITY AND STOC36
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION, Warrants (Details) - Jun. 28, 2015 - shares | Total |
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION [Abstract] | |
Warrants outstanding (in shares) | 158,240 |
Number of warrants exercised (in shares) | 0 |
Number of warrants expired (in shares) | 500,000 |
STOCKHOLDERS' EQUITY AND STOC37
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION, Share-based Compensation Arrangements by Share-based Payment Award (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Dec. 31, 2014 | Jun. 26, 2015 | Dec. 24, 2013 | Jul. 07, 2010 | Dec. 31, 2008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants outstanding (in shares) | 158,240 | 158,240 | |||||||
Stock price (in dollars per share) | $ 1.60 | $ 1.60 | $ 1.20 | $ 1.42 | $ 1.75 | ||||
Total grant date fair value options | $ 0 | $ 28,000 | $ 28,000 | $ 0 | |||||
Stock Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense | $ 717,000 | $ 717,000 | |||||||
Weighted average period of recognition for unrecognized compensation cost | 1 year 1 month 24 days | ||||||||
Stock price (in dollars per share) | $ 1.60 | ||||||||
Stock options activity, number of shares [Roll Forward] | |||||||||
Granted (in shares) | 0 | 25,000 | 0 | 25,000 | |||||
Aggregate Intrinsic Value [Abstract] | |||||||||
Aggregate intrinsic value, exercised | $ 11,000 | $ 18,000 | |||||||
Aggregate intrinsic value, vested and expected to vest | $ 1,300,000 | 1,300,000 | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense | $ 4,200,000 | $ 4,200,000 | |||||||
Weighted average period of recognition for unrecognized compensation cost | 2 years 10 months 13 days | ||||||||
Restricted stock activity, number of shares [Roll Forward] | |||||||||
Outstanding, beginning of period (in shares) | 1,915,858 | ||||||||
Granted (in shares) | 70,000 | 2,815,822 | 1,475,085 | ||||||
Released (in shares) | (980,899) | ||||||||
Forfeited/expired (in shares) | (100,137) | ||||||||
Outstanding, end of period (in shares) | 3,650,644 | 3,650,644 | 1,915,858 | ||||||
Total grant date fair value | $ 113,000 | $ 3,500,000 | $ 2,500,000 | ||||||
Restricted stock activity, Weighted Average Grant Date Fair Value [Roll Forward] | |||||||||
Outstanding, beginning of period (in dollars per share) | $ 1.55 | ||||||||
Granted (in dollars per share) | $ 1.62 | 1.25 | $ 1.70 | ||||||
Released (in dollars per share) | 1.37 | ||||||||
Forfeited/expired (in dollars per share) | 1.91 | ||||||||
Outstanding, end of period (in dollars per share) | $ 1.36 | $ 1.36 | $ 1.55 | ||||||
Restricted stock activity, Weighted-average Remaining Vesting Term, Years [Abstract] | |||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms | 2 years 10 months 13 days | 3 years 1 month 10 days | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms | 2 years 10 months 13 days | 3 years 1 month 10 days | |||||||
Restricted stock activity, Aggregate Intrinsic Value [Roll Forward] | |||||||||
Aggregate intrinsic value outstanding beginning balance | $ 1,990,000 | ||||||||
Aggregate intrinsic value outstanding ending balance | $ 5,841,000 | 5,841,000 | $ 1,990,000 | ||||||
Aggregate intrinsic value of vested and expected to vest awards | $ 1,400,000 | $ 1,400,000 | |||||||
Shares withheld to satisfy minimum tax obligation (in shares) | 351,000 | ||||||||
Amount withheld to satisfy minimum tax obligation | $ 501,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 9 months | ||||||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
2007 Equity Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized (in shares) | 632,500 | 632,500 | |||||||
2007 Equity Incentive Plan [Member] | Stock Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Life from date of grant | 10 years | ||||||||
Stock options cancelled (in shares) | 864 | ||||||||
Stock options activity, number of shares [Roll Forward] | |||||||||
Outstanding, ending balance (in shares) | 376,436 | 376,436 | |||||||
2007 Equity Incentive Plan [Member] | Warrant [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants outstanding (in shares) | 4,125 | 4,125 | |||||||
2008 Equity Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized (in shares) | 21,000,000 | 21,000,000 | 16,624,634 | 2,500,000 | |||||
Automatic annual increase in shares authorized | lesser of (i) 5% of the number of shares of common stock outstanding as of the Company’s immediately preceding fiscal year, or (ii) a number of shares determined by the Board of Directors | ||||||||
Percentage of outstanding common stock (in hundredths) | 5.00% | ||||||||
Automatic increase in number of shares reserved for future issuance (in shares) | 1,655,604 | ||||||||
Number of options and restricted stock units outstanding (in shares) | 11,462,545 | 11,462,545 | |||||||
2008 Equity Incentive Plan [Member] | Stock Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Cliff vesting per year (in hundredths) | 25.00% | ||||||||
Life from date of grant | 10 years | ||||||||
Stock options activity, number of shares [Roll Forward] | |||||||||
Outstanding, ending balance (in shares) | 11,462,545 | 11,462,545 | |||||||
2008 Equity Incentive Plan [Member] | Stock Options [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price of stock options as percentage of fair market value on date of grant (in hundredths) | 100.00% | 100.00% | |||||||
2008 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized (in shares) | 3,003,051 | 3,003,051 | |||||||
2008 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 quarters | ||||||||
2008 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
2008 Equity Incentive Plan [Member] | 10% Stockholder [Member] | Stock Options [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price of stock options as percentage of fair market value on date of grant (in hundredths) | 110.00% | 110.00% | |||||||
Lumera 2000 and 2004 Stock Option Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Merger conversion ratio (in hundredths) | 12.50% | ||||||||
Lumera 2000 and 2004 Stock Option Plan [Member] | Stock Options [Member] | |||||||||
Stock options activity, number of shares [Roll Forward] | |||||||||
Outstanding, ending balance (in shares) | 57,191 | 57,191 | |||||||
Equity Incentive Plans 2000 through 2008 [Member] | Stock Options [Member] | |||||||||
Stock options activity, number of shares [Roll Forward] | |||||||||
Outstanding, beginning of year (in shares) | 8,801,160 | ||||||||
Granted (in shares) | 0 | ||||||||
Exercised (in shares) | (32,747) | ||||||||
Forfeited/Expired (in shares) | (522,885) | ||||||||
Outstanding, ending balance (in shares) | 8,245,528 | 8,245,528 | 8,801,160 | ||||||
Vested and exercisable and expected to vest (in shares) | 8,227,603 | 8,227,603 | |||||||
Vested and exercisable (in shares) | 7,661,443 | 7,661,443 | |||||||
Stock option activity, weighted-average exercise price [Roll Forward] | |||||||||
Weighted average exercise price, beginning balance (in dollars per shares) | $ 2.35 | ||||||||
Weighted average exercise price, exercised (in dollars per shares) | 0.96 | ||||||||
Weighted average exercise price, forfeited/expired (in dollars per shares) | 3.12 | ||||||||
Outstanding, ending balance (in dollars per shares) | $ 2.31 | 2.31 | $ 2.35 | ||||||
Weighted average exercise price, vested and exercisable and expected to vest (in dollars per share) | 2.31 | 2.31 | |||||||
Weighted average exercise price, vested and exercisable (in dollars per share) | $ 2.33 | $ 2.33 | |||||||
Weighted average remaining contractual term [Abstract] | |||||||||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 5 years 4 months 13 days | 5 years 10 months 28 days | |||||||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 5 years 4 months 13 days | 5 years 10 months 28 days | |||||||
Weighted average remaining contractual term, vested and exercisable and expected to vest | 5 years 4 months 13 days | ||||||||
Weighted average remaining contractual term, vested and exercisable | 5 years 2 months 23 days |
STOCKHOLDERS' EQUITY AND STOC38
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock based compensation expense | $ 1,300 | $ 1,117 | $ 2,189 | $ 2,127 |
Cost of Revenue [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock based compensation expense | 139 | 88 | 221 | 164 |
Research and Development Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock based compensation expense | 362 | 292 | 609 | 567 |
Selling, General and Administrative Expenses [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock based compensation expense | 799 | 728 | 1,359 | 1,387 |
Restructuring Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock based compensation expense | $ 0 | $ 9 | $ 0 | $ 9 |
RESTRUCTURING (Details)
RESTRUCTURING (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0 | $ 307,000 | $ 0 | $ 307,000 |
Summary of restructuring activity [Roll forward] | ||||
Beginning balance | 0 | 0 | 0 | 30,000 |
Charges | 0 | 307,000 | 0 | 307,000 |
Uses and adjustments | 0 | (307,000) | 0 | (337,000) |
Ending balance | $ 0 | 0 | $ 0 | $ 0 |
Other Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 43,000 | |||
Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 210,000 | |||
Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 45,000 | |||
RSUs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 9,000 |
INVESTMENT IN UNCONSOLIDATED 40
INVESTMENT IN UNCONSOLIDATED AFFILIATE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Dec. 31, 2014 | Feb. 28, 2014 | ||
Schedule of Investments [Line Items] | |||||||
Inventory | $ 6,824,000 | $ 6,824,000 | $ 5,139,000 | [1] | |||
Property and equipment | 2,309,000 | 2,309,000 | 1,916,000 | [1] | |||
Loss attributable to affiliate | 3,000 | $ 331,000 | 3,000 | $ 331,000 | |||
CPqD [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Joint venture ownership percentage (in hundredths) | 51.00% | ||||||
BrP [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Inventory | 245,000 | 245,000 | |||||
Property and equipment | 211,000 | 211,000 | |||||
Additional capital contribution | 3,000 | ||||||
Investment in affiliate | 459,000 | 459,000 | |||||
Loss attributable to affiliate | (3,000) | $ (331,000) | (3,000) | $ (331,000) | |||
Written down value in investment in unconsolidated affiliate | $ 0 | $ 0 | $ 0 | ||||
GigOptix, Inc. [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Joint venture ownership percentage (in hundredths) | 49.00% | ||||||
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
INCOME TAXES [Abstract] | ||||
Provision for income taxes | $ 16 | $ 21 | $ 25 | $ 31 |
Effective tax rate (in hundredths) | 3.00% |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding anti-dilutive securities (in shares) | 6,169,339 | 12,959,622 | 12,054,412 | 12,959,622 |
Stock options and RSUs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding anti-dilutive securities (in shares) | 6,013,177 | 12,276,382 | 11,896,172 | 12,276,382 |
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding anti-dilutive securities (in shares) | 156,162 | 683,240 | 158,240 | 683,240 |
SEGMENT AND GEOGRAPHIC INFORM43
SEGMENT AND GEOGRAPHIC INFORMATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 28, 2015USD ($)Customer | Jun. 29, 2014USD ($)Customer | Jun. 28, 2015USD ($)Customer | Jun. 29, 2014USD ($)Customer | Dec. 31, 2014USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 9,840 | $ 8,037 | $ 18,900 | $ 15,423 | |
Revenue by geographic region (in hundredths) | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
Number of customers | Customer | 2 | 2 | 3 | 1 | |
Long-lived assets | $ 2,309 | $ 2,309 | $ 1,916 | ||
HSC [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | 6,586 | $ 5,609 | 12,787 | $ 10,891 | |
Industrial [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 3,254 | $ 2,428 | $ 6,113 | $ 4,532 | |
Customer One and Two [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Major customer percentage (in hundredths) | 40.00% | 35.00% | |||
Customer One [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Major customer percentage (in hundredths) | 26.00% | ||||
Major Customer [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Major customer percentage (in hundredths) | 25.00% | 24.00% | 27.00% | ||
Customer One, Two and Three [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Major customer percentage (in hundredths) | 50.00% | ||||
United States [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue by geographic region (in hundredths) | 31.00% | 20.00% | 29.00% | 24.00% | |
Italy [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue by geographic region (in hundredths) | 31.00% | 36.00% | 30.00% | 36.00% | |
Japan [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue by geographic region (in hundredths) | 10.00% | ||||
Hong Kong [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue by geographic region (in hundredths) | 13.00% | 13.00% | |||
Reportable Geographical Components [Member] | North America [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 3,231 | $ 1,875 | $ 6,262 | $ 4,102 | |
Revenue by geographic region (in hundredths) | 33.00% | 23.00% | 33.00% | 27.00% | |
Reportable Geographical Components [Member] | Asia [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 2,757 | $ 2,456 | $ 5,576 | $ 4,614 | |
Revenue by geographic region (in hundredths) | 28.00% | 31.00% | 30.00% | 30.00% | |
Reportable Geographical Components [Member] | Europe [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 3,702 | $ 3,647 | $ 6,655 | $ 6,556 | |
Revenue by geographic region (in hundredths) | 38.00% | 45.00% | 35.00% | 42.00% | |
Reportable Geographical Components [Member] | Other [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 150 | $ 59 | $ 407 | $ 151 | |
Revenue by geographic region (in hundredths) | 1.00% | 1.00% | 2.00% | 1.00% | |
Reportable Geographical Components [Member] | United States [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue by geographic region (in hundredths) | 93.00% | 88.00% | |||
Long-lived assets | $ 2,147 | $ 2,147 | $ 1,687 | ||
Reportable Geographical Components [Member] | Switzerland [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue by geographic region (in hundredths) | 7.00% | 12.00% | |||
Long-lived assets | $ 162 | $ 162 | $ 229 |
COMMITMENTS AND CONTINGENCIES44
COMMITMENTS AND CONTINGENCIES (Details) | Apr. 01, 2014ft² | Jun. 28, 2015USD ($)ft² | Jun. 29, 2014USD ($) | Jun. 28, 2015USD ($) | Jun. 29, 2014USD ($) | Dec. 31, 2014USD ($) |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||||||
Facilities rent expense | $ 117,000 | $ 93,000 | $ 228,000 | $ 234,000 | ||
Bothell facility, sq ft. | ft² | 11,666 | |||||
Lease term | 1 year | 1 year | ||||
Bellevue Facility, sq ft | ft² | 2,100 | 1,951 | ||||
Aggregate non-cancelable future minimum rental payments under capital leases [Abstract] | ||||||
Capital leases, 2015 (remainder of year) | $ 2,000 | 2,000 | ||||
Capital leases, 2016 | 3,000 | 3,000 | ||||
Capital leases, 2017 | 3,000 | 3,000 | ||||
Capital leases, 2018 | 0 | 0 | ||||
Capital leases, 2019 | 0 | 0 | ||||
Capital Leases, Thereafter | 0 | 0 | ||||
Capital leases, total minimum lease payments | 8,000 | 8,000 | ||||
Less: Amount representing interest | 0 | 0 | ||||
Total capital lease obligations | 8,000 | 8,000 | ||||
Less: current portion | (3,000) | (3,000) | $ (3,000) | |||
Long-term portion of capital lease obligations | 5,000 | 5,000 | ||||
Aggregate non-cancelable future minimum rental payments under operating leases [Abstract] | ||||||
Operating leases, 2015 (remainder of year) | 259,000 | 259,000 | ||||
Operating leases, 2016 | 516,000 | 516,000 | ||||
Operating leases, 2017 | 130,000 | 130,000 | ||||
Operating Leases, 2018 | 73,000 | 73,000 | ||||
Operating Leases, 2019 | 73,000 | 73,000 | ||||
Operating Leases, Thereafter | 61,000 | 61,000 | ||||
Operating leases, total minimum lease payments | $ 1,112,000 | $ 1,112,000 |