Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 26, 2016 | Jun. 28, 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 Public Float | $ 51.1 | ||
Entity Common Stock, Shares Outstanding | 44,811,907 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 30,245 | $ 18,438 |
Accounts receivable, net | 10,596 | 7,955 |
Inventories | 6,880 | 5,139 |
Prepaid and other current assets | 580 | 433 |
Total current assets | 48,301 | 31,965 |
Property and equipment, net | 3,133 | 1,916 |
Intangible assets, net | 4,530 | 2,394 |
Goodwill | 12,565 | 10,306 |
Restricted cash | 330 | 53 |
Other assets | 251 | 116 |
Total assets | 69,110 | 46,750 |
Current liabilities: | ||
Accounts payable | 3,659 | 3,080 |
Accrued compensation | 1,782 | 730 |
Other current liabilities | 2,219 | 2,553 |
Total current liabilities | 7,660 | 6,363 |
Pension liabilities | 349 | 326 |
Other long term liabilities | 912 | 556 |
Total liabilities | $ 8,921 | $ 7,245 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of December 31, 2015 and 2014 | $ 0 | $ 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized; 45,221,397 and 33,112,086 shares issued and outstanding as of December 31, 2015 and 2014, respectively | 45 | 32 |
Additional paid-in capital | 163,036 | 143,661 |
Treasury stock, at cost; 701,754 shares as of December 31, 2015 and 2014, respectively | (2,209) | (2,209) |
Accumulated other comprehensive income | 332 | 285 |
Accumulated deficit | (101,015) | (102,264) |
Total stockholders' equity | 60,189 | 39,505 |
Total liabilities and stockholders' equity | $ 69,110 | $ 46,750 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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) | 45,221,397 | 33,112,086 |
Common stock, outstanding (in shares) | 45,221,397 | 33,112,086 |
Treasury Stock, at cost (in shares) | 701,754 | 701,754 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | ||
Product | $ 38,478 | $ 29,787 |
Development fees and other | 1,916 | 3,160 |
Total revenue | 40,394 | 32,947 |
Total cost of revenue | 14,898 | 13,711 |
Gross profit | 25,496 | 19,236 |
Operating expenses | ||
Research and development expense | 12,955 | 13,732 |
Selling, general and administrative expense | 11,127 | 10,503 |
Restructuring expense, net | 0 | 343 |
Total operating expenses | 24,082 | 24,578 |
Income (loss) from operations | 1,414 | (5,342) |
Interest expense, net | (19) | (39) |
Other income (expense), net | (76) | 70 |
Income (loss) before provision for income taxes | 1,319 | (5,311) |
Provision for income taxes | 67 | 54 |
Income (loss) from consolidated companies | 1,252 | (5,365) |
Loss on equity investment | 3 | 456 |
Net income (loss) | $ 1,249 | $ (5,821) |
Net income (loss) per share-basic (in dollars per share) | $ 0.03 | $ (0.18) |
Net income (loss) per share-diluted (in dollars per share) | $ 0.03 | $ (0.18) |
Weighted average number of shares used in basic net income (loss) per share calculations (in shares) | 36,624 | 31,851 |
Weighted average number of shares used in diluted net income (loss) per share calculations (in shares) | 38,114 | 31,851 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||
Net income (loss) | $ 1,249 | $ (5,821) |
Other comprehensive income (loss), net of tax | ||
Foreign currency translation adjustment | 32 | (55) |
Change in pension liability in connection with actuarial gain (loss) | 15 | (150) |
Other comprehensive income (loss), net of tax | 47 | (205) |
Comprehensive income (loss) | $ 1,296 | $ (6,026) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total |
Balance at Dec. 31, 2013 | $ 32 | $ (2,209) | $ 139,710 | $ (96,443) | $ 490 | $ 41,580 |
Balance (in shares) at Dec. 31, 2013 | 32,067,616 | 701,754 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | $ 0 | $ 0 | 4,234 | 0 | 0 | 4,234 |
Issuance of common stock in connection with exercise of options | $ 0 | $ 0 | 231 | 0 | 0 | 231 |
Issuance of common stock in connection with exercise of options (in shares) | 225,678 | 0 | ||||
Issuance of restricted stock to employees, net of taxes paid related to net share settlement of equity awards | $ 0 | $ 0 | (514) | 0 | 0 | (514) |
Issuance of restricted stock to employees, net of taxes paid related to net share settlement of equity awards (in shares) | 818,792 | 0 | ||||
Foreign currency translation adjustment, net of tax | $ 0 | $ 0 | 0 | 0 | (55) | (55) |
Change in pension liability in connection with actuarial loss, net of tax | 0 | 0 | 0 | 0 | (150) | (150) |
Net income (loss) | 0 | 0 | 0 | (5,821) | 0 | (5,821) |
Balance at Dec. 31, 2014 | $ 32 | $ (2,209) | 143,661 | (102,264) | 285 | 39,505 |
Balance (in shares) at Dec. 31, 2014 | 33,112,086 | 701,754 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | $ 0 | $ 0 | 3,848 | 0 | 0 | 3,848 |
Issuance of common stock in connection with exercise of options | $ 1 | $ 0 | 376 | 0 | 0 | 377 |
Issuance of common stock in connection with exercise of options (in shares) | 226,464 | 0 | ||||
Issuance of restricted stock to employees, net of taxes paid related to net share settlement of equity awards | $ 1 | $ 0 | (1,288) | 0 | 0 | (1,287) |
Issuance of restricted stock to employees, net of taxes paid related to net share settlement of equity awards (in shares) | 1,239,847 | 0 | ||||
Issuance of common stock in connection with the public offering, net of issuance costs | $ 11 | $ 0 | 16,439 | 0 | 0 | 16,450 |
Issuance of common stock in connection with the public offering, net of issuance costs (in shares) | 10,643,000 | 0 | ||||
Foreign currency translation adjustment, net of tax | $ 0 | $ 0 | 0 | 0 | 32 | 32 |
Change in pension liability in connection with actuarial loss, net of tax | 0 | 0 | 0 | 0 | 15 | 15 |
Net income (loss) | 0 | 0 | 0 | 1,249 | 0 | 1,249 |
Balance at Dec. 31, 2015 | $ 45 | $ (2,209) | $ 163,036 | $ (101,015) | $ 332 | $ 60,189 |
Balance (in shares) at Dec. 31, 2015 | 45,221,397 | 701,754 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,249 | $ (5,821) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 3,595 | 3,656 |
Stock-based compensation | 3,848 | 4,234 |
Change in fair value of warrants | 31 | (7) |
Write down of property and equipment | 0 | 8 |
Non-cash restructuring expense | 0 | 210 |
Loss on equity investment | 3 | 456 |
Provision for doubtful accounts | 14 | (50) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,655) | (2,884) |
Inventories | (1,741) | (767) |
Prepaid and other current assets | (1,238) | (707) |
Other assets | (51) | 22 |
Accounts payable | (135) | 2,192 |
Accrued restructuring | 0 | (29) |
Accrued compensation | 1,023 | (440) |
Other current liabilities | (1,051) | (97) |
Other long-term liabilities | 65 | 26 |
Net cash provided by operating activities | 2,957 | 2 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,106) | (1,194) |
Acquisition, net of cash acquired | (4,425) | 0 |
Change in restricted cash | (213) | 75 |
Net cash used in investing activities | (6,744) | (1,119) |
Cash flows from financing activities: | ||
Proceeds from public offering of stock, net of issuance costs | 16,450 | 0 |
Proceeds from exercise of stock options | 377 | 231 |
Taxes paid related to net share settlement of equity awards | (1,287) | (514) |
Payment of debt assumed in acquisition | 0 | (176) |
Repayment of capital lease | (4) | (284) |
Net cash provided by (used in) financing activities | 15,536 | (743) |
Effect of exchange rates on cash and cash equivalents | 58 | (79) |
Net increase (decrease) in cash and cash equivalents | 11,807 | (1,939) |
Cash and cash equivalents at beginning of year | 18,438 | 20,377 |
Cash and cash equivalents at end of year | 30,245 | 18,438 |
Supplemental disclosure of cash flow information | ||
Interest paid | 23 | 41 |
Property and equipment acquired with accounts payable | 625 | 83 |
Investment in unconsolidated affiliate acquired with property and equipment and inventories | 0 | 456 |
Liabilities assumed in acquisition | 0 | 446 |
Taxes paid | $ 15 | $ 300 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 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”) The business comprises 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, occasionally generating some engineering project revenues through the development stage, and where the largest revenue is generated from future device product shipment and sales through these customers and general market availability. The HSC product line offers a broad portfolio of high performance semiconductor devices and multi-chip-modules (“ 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 subsidiary, GigOptix GmbH; however, as of December 31, 2015, it is 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 communications networks. This joint venture is engaged in research and development of Silicon-Photonics (“SiPh”) advanced electro-optical products. During the second quarter of 2014, the Company transferred its inventory related to the Thin Film Polymer on Silicon TM ” platform and the production line equipment for use by BrP (see Note 9). In June 2014, the Company signed a definitive agreement to acquire, for cash, only by way of assuming specified liabilities, substantially all of the assets of Tahoe RF Semiconductor, Inc. (“Tahoe RF”), a provider of RF/analog RFICs, intellectual property and fully integrated systems and subsystems on a chip. The acquisition closed on June 30, 2014, which was the first day of the Company’s third quarter of fiscal 2014. On September 30, 2015, the Company completed its acquisition of all of the outstanding shares of Terasquare Co., Ltd. (“Terasquare”) from its former stockholders of Terasquare. Terasquare has low power, CMOS high speed communication interface semiconductors for 100Gbps Ethernet, Fiber Channel, and Enhanced Data Rate (“EDR”) Infiniband applications. Its quad channel clock data recovery (“CDR”) technology and products for 100GbE data communication applications are applicable to 100Gbps Ethernet (QSFP28, CFP2, CFP4), OTU-4, 32G Fiber Channel, and EDR Infiniband. The aggregate purchase price for all of the shares of the stock of Terasquare was $4.4 million, compromised solely of cash, subject to certain adjustments. The Company furnished the purchase price to the former Terasquare stockholders from cash on hand that it had raised in a previously disclosed follow-on public offering of its common stock conducted in August 2015 (Note 7). In addition, the Company paid or assumed debt liabilities of Terasquare in the amount of $1.1 million, Basis of Presentation The Company’s fiscal year ends on December 31. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to allowances for doubtful accounts, reserves for stock rotation rights, warranty accrual, inventory write-downs, valuation of long-lived assets, including property and equipment and identified intangible assets and goodwill, valuation of deferred taxes and contingencies. In addition, the Company uses assumptions when employing the Black-Scholes option-pricing model to calculate the fair value of stock options granted and to estimate the carrying value of its warrant liability. The Company bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results could differ from these estimates. Reclassifications Certain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation. In the fourth quarter of 2015 the Company concluded that it was appropriate to classify certain accruals of trade payable items as accounts payable instead of other accrued liabilities. The reclassification has no effect on previously reported consolidated statements of operations or accumulated deficit for any period and does not affect previously reported cash flows from operating, investing or financing activities in the consolidated statements of cash flows. For comparability purposes, $349,000 of other current liabilities was reclassified to accounts payable as of December 31, 2014. Certain Significant Risks and Uncertainties The Company operates in a dynamic industry and, accordingly, its business can be affected by a variety of factors. For example, changes in any of the following areas could have a negative effect in terms of its future financial position, results of operations or cash flows: a downturn in the overall semiconductor industry or communications semiconductor market; regulatory changes; fundamental changes in the technology underlying telecom products or incorporated in customers’ products; market acceptance of its products under development; litigation or other claims against the Company; litigation or other claims made by the Company; the hiring, training and retention of key employees; integration of businesses acquired; successful and timely completion of product development efforts; and new product introductions by competitors. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, and other accrued liabilities. The Company regularly reviews its investment portfolio to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether a loss is temporary include: the length of time and extent to which fair value has been lower than the cost basis; the financial condition, credit quality and near-term prospects of the investee; and whether it is more likely than not that the Company will be required to sell the security prior to any anticipated recovery in fair value. When there is no readily available market data, fair value estimates may be made by the Company, which may not necessarily represent the amounts that could be realized in a current or future sale of these assets. Revenue Recognition Revenue from sales of optical drivers and receivers, multi-chip modulators, and other products is recognized when persuasive evidence of a sales arrangement exists, transfer of title occurs, the sales price is fixed or determinable and collection of the resulting receivable is reasonably assured. Reserves are made for warranties at the time revenue is recorded. See Note 14—Commitments and Contingencies for further detail related to the warranty reserve. Customer purchase orders are generally used to determine the existence of an arrangement. Transfer of title and risk of ownership occur based on defined terms in customer purchase orders, and generally pass to the customer upon shipment, at which point goods are delivered to a carrier. There are no formal customer acceptance terms or further obligations, outside of standard product warranty. The Company assesses whether the sales price is fixed or determinable based on the payment terms associated with the transaction. Collectibility is assessed based primarily on the credit worthiness of the customer as determined through ongoing credit evaluations of the customer’s financial condition, as well as, consideration of the customer’s payment history. The Company records revenue from non-recurring engineering projects associated with product development that the Company enters into with certain customers. In general, these projects are associated with complex technology development, and as such the Company does not have certainty about its ability to achieve the program milestones. Achievement of the milestone is dependent on the Company’s performance and is typically accepted by the customer. The payment associated with achieving the milestone is generally commensurate with the Company’s effort or the value of the deliverable and is nonrefundable. Therefore, the Company records the expenses related to these projects in the periods incurred and recognizes revenue only when the Company has earned the revenue and achieved the development milestones. Revenue from these projects is typically recorded at 100% gross margin because the costs associated with these projects are expensed as incurred and generally included in research and development expense. These efforts generally benefit the Company’s overall product development programs beyond the specific project requested by our customer. The The Accounts receivable are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company makes ongoing assumptions relating to the collectibility of its accounts receivable in its calculation of the allowance for doubtful accounts. In determining the amount of the allowance, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations and assesses current economic trends affecting its customers that might impact the level of credit losses in the future and result in different rates of bad debts than previously seen. The Company also considers its historical level of credit losses. As of December 31, 2015, the Company’s accounts receivable balance was $10.6 million, which was net of an allowance for doubtful accounts of $63,000. As of December 31, 2014, the Company’s accounts receivable balance was $8.0 million, which was net of an allowance for doubtful accounts of $48,000. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained at various financial institutions. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company maintains cash and cash equivalents with various financial institutions that management believes to be of high credit quality. At any time, amounts held at any single financial institution may exceed federally insured limits. The Company believes that the concentration of credit risk in its accounts receivable is substantially mitigated by its credit evaluation process, relatively short collection terms and the high level of credit worthiness of its customers. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary but generally requires no collateral. As of December 31, 2015, five customers accounted for 20%, 19%, 13%, 12% and 11% of total accounts receivable. As of December 31, 2014, two customers accounted for 20% and 16% of total accounts receivable. For the year ended December 31, 2015, four customers accounted for 23%, 16%, 11% and 10% of total revenue. For the year ended December 31, 2014, one customer accounted for 25% of total revenue. Concentration of Supply Risk The Company relies on third parties to manufacture its products, and depends on them for the supply and quality of its products. Quality or performance failures of the Company’s products or changes in its manufacturers’ financial or business condition could disrupt the Company’s ability to supply quality products to its customers and thereby have a material and adverse effect on its business and operating results. Some of the components and technologies used in the Company’s products are purchased and licensed from a single source or a limited number of sources. The loss of any of these suppliers may cause the Company to incur additional transition costs, result in delays in the manufacturing and delivery of its products, or cause it to carry excess or obsolete inventory or redesign its products. The Company relies on a third party for the fulfillment of its customer orders, and the failure of this third party to perform could have an adverse effect upon the Company’s reputation and its ability to distribute its products, which could adversely affect the Company’s business. Inventories Inventories are stated at the lower of standard cost, which approximates actual cost on a first-in, first-out basis, or market (net realizable value). Cost includes labor, material and overhead costs. Determining fair market value of inventories involves numerous judgments, including projecting average selling prices and sales volumes for future periods and costs to complete products in work in process inventories. As a result of this analysis, when fair market values are below costs, the Company records a charge to cost of revenue in advance of when the inventory is scrapped or sold. The Company evaluates its ending inventories for excess quantities and obsolescence on a quarterly basis. This evaluation includes analysis of historical and forecasted sales levels by product against inventories on-hand. Inventories on-hand in excess of estimated future demand are reviewed by management to determine if a write-down is required. In addition, the Company writes-off inventories that are considered obsolete. Obsolescence is determined from several factors, including competitiveness of product offerings, market conditions and product life cycles when determining obsolescence. Excess and obsolete inventories are charged to cost of revenue and a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. The Company’s inventories include high-technology parts that may be subject to rapid technological obsolescence and which are sold in a highly competitive industry. If actual product demand or selling prices are less favorable than forecasted amounts, the Company may be required to take additional inventory write-downs. Property and Equipment, net Property and equipment, including leasehold improvements, are recorded at cost and depreciated using the straight-line method over their estimated useful lives, ranging from one to seven years. Leasehold improvements and assets acquired under capital leases are depreciated over the shorter of their estimated useful lives or the remaining lease term of the respective assets. Repairs and maintenance costs are charged to expenses as incurred. Long-lived Assets and Intangible Assets, net Long-lived assets include equipment, furniture and fixtures, licenses, leasehold improvements, semiconductor masks used in production and intangible assets. When events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Company tests for recoverability by comparing the estimate of undiscounted cash flows to be generated by the assets against the assets’ carrying amount. If the carrying value exceeds the estimated future cash flows, the assets are considered to be impaired. The amount of impairment equals the difference between the carrying amount of the assets and their fair value. Factors the Company considers important that could trigger an impairment review include continued operating losses, significant negative industry trends, significant underutilization of the assets and significant changes in how it plans to use the assets. Finite-lived intangible assets resulting from business acquisitions or technology licenses are amortized on a straight-line basis over their estimated economic lives of six to seven years for existing technology, acquired in business combinations; sixteen years for patents acquired in business combinations, based on the term of the patent or the estimated useful life, whichever is shorter; one year for order backlog, acquired in business combinations; ten years for trade name, acquired in business combinations; and six to eight years for customer relationships, acquired in business combinations. In-process research and development is recorded at fair value as of the date of acquisition as an indefinite-lived intangible asset until the completion or abandonment of the associated research and development efforts or impairment. Upon completion of development, acquired in-process research and development assets are transferred to finite-lived intangible assets and amortized over their useful lives. The Company reviews indefinite-lived intangible assets for impairment on an annual basis in conjunction with goodwill or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill Goodwill is recorded when the purchase price of an acquisition exceeds the fair value of the net purchased tangible and intangible assets acquired and is carried at cost. Goodwill is not amortized, but is reviewed annually for impairment. The Company performs its annual goodwill impairment analysis in the fourth quarter of each year or more frequently if it believes indicators of impairment exist. Factors that it considers important which could trigger an impairment review include the following: · significant underperformance relative to historical or projected future operating results; · significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; · significant negative industry or economic trends; and · significant decline in the Company’s market capitalization. When evaluating goodwill for impairment, the Company may initially perform a qualitative assessment which includes a review and analysis of certain quantitative factors to estimate if a reporting units’ fair value significantly exceeds its carrying value. When the estimate of a reporting unit’s fair value appears more likely than not to be less than its carrying value based on this qualitative assessment, the Company continues to the first step of a two-step impairment test. The first step requires a comparison of the fair value of the reporting unit to its net book value, including goodwill. A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair values of the reporting unit’s net assets, other than goodwill, and the fair value of the reporting unit, and, if the difference is less than the net book value of goodwill, an impairment charge is recorded. In the event that the Company determines that the value of goodwill has become impaired, it will record a charge for the amount of impairment during the fiscal quarter in which the determination is made. The Company operates in one reporting unit. The Company conducted its 2015 annual goodwill impairment analysis in the fourth quarter of 2015 and no goodwill impairment was indicated. Restricted Cash Restricted cash as of December 31, 2015 was $330,000 which includes $278,000 in government subsidy funding for which is primarily subject to withdrawal restrictions to government-sponsored research and development projects and other activities, and a $53,000 security deposit held in an escrow account related to the Company’s facility lease in Zurich, Switzerland. Restricted cash as of December 31, 2014 was $53,000 which is a security deposit held in an escrow account related to the Company’s facility lease in Zurich, Switzerland. Pension Liabilities The Company maintains a defined benefit pension plan covering minimum requirements according to Swiss law for its Zurich, Switzerland employees. The Company recognizes the funded status of its defined benefit pension plan on its consolidated balance sheets and changes in the funded status are reflected in accumulated other comprehensive income, net of tax, a component of stockholders’ equity. Net periodic pension costs are calculated based upon a number of actuarial assumptions, including a discount rate for plan obligations, assumed rate of return on pension plan assets and assumed rate of compensation increases for plan employees. All of these assumptions are based upon management’s judgment, considering all known trends and uncertainties. Actual results that differ from these assumptions would impact the future expense recognition and cash funding requirements of its pension plans. Foreign Currency The financial position and results of operations of the Company’s foreign subsidiaries are measured using the local currency as their functional currency. Accordingly, all assets and liabilities for these subsidiaries are translated into U.S. dollars at the current exchange rates as of the respective balance sheet date. Revenue and expense items are translated at the average exchange rates prevailing during the period. Cumulative gains and losses from the translation of these subsidiaries’ financial statements are reported as a separate component of accumulated other comprehensive income, net of tax, a component of stockholders’ equity. The Company records foreign currency transaction gains and losses, realized and unrealized, in other income (expense), net in the consolidated statements of operations. The Company recorded approximately $32,000 of net transaction loss in 2015 and $47,000 of net transaction gain in 2014. Product Warranty The Company’s products typically carry a standard warranty period of approximately one year which provides for the repair, rework or replacement of products (at its option) that fail to perform within stated specification. The Company provides for the estimated cost to repair or replace the product at the time of sale. The warranty accrual is estimated based on historical claims and assumes that it will replace products subject to claims. Shipping Costs The Company charges shipping costs to cost of revenue as incurred. Research and Development Expense Research and development expenses are expensed as incurred. Research and development expense consists primarily of salaries and related expenses for research and development personnel, consulting and engineering design, non-capitalized tools and equipment, engineering related semiconductor masks, depreciation for equipment, engineering expenses paid to outside technology development suppliers, allocated facilities costs and expenses related to stock-based compensation. Advertising Expense Advertising costs are expensed as incurred. Advertising expenses, which are recorded in selling, general and administrative expenses, were approximately $29,000 for the year ended December 31, 2014. The Company had no advertising expenses for the year ended December 31, 2015. Stock-Based Compensation Stock-based compensation for employees is measured at the date of grant, based on the fair value of the award. For options, the Company amortizes the compensation costs on a straight-line basis over the requisite service period of the option, which is generally the option vesting term of four years. For restricted stock units (“RSUs”), the Company amortizes the compensation costs on a straight-line basis over the requisite service period of the RSU grant, which is generally the vesting term of one to four years. The benefits of tax deductions in excess of recognized compensation expense are reported as a financing cash flows on the consolidated statement of cash flows. All of the stock-based compensation is accounted for as an equity instrument. For RSUs, stock-based compensation is based on the fair value of the Company’s common stock at the grant date. For options, the Company uses the Black-Scholes option-pricing model to measure the fair value of its stock-based awards utilizing various assumptions with respect to expected holding period, risk-free interest rates, stock price volatility and dividend yield. Management estimates expected forfeitures and records the stock-based compensation expense only for those equity awards expected to vest. When estimating forfeitures, the Company considers voluntary termination behavior as well as an analysis of actual option forfeitures. Forfeitures are required to be estimated at the time of grant and revised if necessary in subsequent periods if actual forfeitures or vesting differ from those estimates. Such revisions could have a material effect on its operating results. The assumptions the Company uses in the valuation model are based on subjective future expectations combined with management judgment. If any of the assumptions used in the Black-Scholes option-pricing model changes significantly, stock-based compensation for future awards may differ materially compared to the awards granted previously. Warrants Warrants issued as equity awards are recorded based on the estimated fair value of the awards at the grant date. The Company uses the Black-Scholes option-pricing model to measure the fair value of its equity warrant awards utilizing various assumptions with respect to expected holding period, risk-free interest rates, stock price volatility and dividend yield. Warrants with certain features, including down-round protection, are recorded as liability awards. These warrants are valued using a Black-Scholes option-pricing model which requires various assumptions with respect to expected holding period, risk-free interest rates, stock price volatility and dividend yield. The warrants are re-measured each reporting period, and the change in the fair value of the liability is recorded as other income (expense), net, on the consolidated statement of operations until the warrant is exercised or cancelled. Net Income (Loss) per Share Basic net income (loss) per share is computed using the weighted average number of common shares outstanding. Diluted net income (loss) per share is computed using the weighted average number of common shares outstanding and potentially dilutive common shares outstanding during the periods. The dilutive effect of outstanding stock options, warrants, and restricted stock awards is reflected in diluted earnings per share by application of the treasury stock method. For purposes of the diluted earnings per share calculation, RSUs, stock options to purchase common stock and warrants to purchase common stock are considered to be dilutive securities. Income Taxes The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The Company must assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not likely, the Company establishes a valuation allowance. Management judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against the net deferred tax assets. The Company recorded a full valuation allowance as of December 31, 2015 and 2014. Based on the available evidence, the Company believes, it is more likely than not that it will not be able to utilize its deferred tax assets in the future. The Company intends to maintain valuation allowances until sufficient evidence exists to support the reversal of such valuation allowances. The Company makes estimates and judgments about its future taxable income that are based on assumptions that are consistent with its plans. Should the actual amounts differ from the Company’s estimates, the carrying value of the Company’s deferred tax assets could be materially impacted. The Company recognizes in the financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company does not believe there are any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of two components: net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under US GAAP are recorded as an element of stockholders’ equity, but are excluded from net income (loss). Accumulated other comprehensive income in the accompanying consolidated balance sheets includes foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiaries and its changes in pension liabilities. Comprehensive income (loss) is presented net of income tax and the tax impact is immaterial. The components of accumulated other comprehensive income (loss) were as follows (in thousands): December 31, 2015 2014 Accumulated comprehensive income: Foreign currency translation adjustment, net of tax $ 330 $ 298 Change in pension liability in connection with actuarial gain, net of tax 2 (13 ) Total accumulated other comprehensive income $ 332 $ 285 |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 12 Months Ended |
Dec. 31, 2015 | |
BALANCE SHEET COMPONENTS [Abstract] | |
BALANCE SHEET COMPONENTS | NOTE 2—BALANCE SHEET COMPONENTS Accounts receivable, net, consisted of the following (in thousands): December 31, 2015 2014 Accounts receivable $ 10,659 $ 8,003 Allowance for doubtful accounts (63 ) (48 ) Total accounts receivable, net $ 10,596 $ 7,955 Property and equipment, net consisted of the following (in thousands, except depreciable life): Life December 31, (In years) 2015 2014 Network and laboratory equipment 3 – 5 $ 13,520 $ 11,252 Computer software and equipment 2 – 3 4,207 3,877 Furniture and fixtures 3 – 7 165 165 Office equipment 3 – 5 142 131 Leasehold improvements 1 – 5 316 276 18,350 15,701 Accumulated depreciation and amortization (15,217 ) (13,785 ) Property and equipment, net $ 3,133 $ 1,916 Depreciation and amortization expense related to property and equipment was $1.5 million and $2.1 million for the years ended December 31, 2015 and 2014, respectively. In addition to the property and equipment above, the Company has prepaid licenses. For the years ended December 31, 2015 and 2014, amortization related to these prepaid licenses was $1.1 million and $707,000, respectively. Inventories consisted of the following (in thousands): December 31, 2015 2014 Raw materials $ 2,379 $ 1,676 Work in process 2,710 1,421 Finished goods 1,791 2,042 Total inventory $ 6,880 $ 5,139 Other current liabilities consisted of the following (in thousands): December 31, 2015 2014 Amounts billed to the U.S. government in excess of approved rates $ 191 $ 191 Warranty liability 325 334 Customer deposits 342 599 Sales return reserve 490 412 Other 871 1,017 Total other current liabilities $ 2,219 $ 2,553 Other long term liabilities consisted of the following (in thousands): December 31, 2015 2014 Long term deferred income tax $ 318 $ - Long term income taxes payable for unrecognized tax benefits 434 415 Other 160 141 Total other long term liabilities $ 912 $ 556 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2015 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 3—FAIR VALUE MEASUREMENTS The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and 2014 (in thousands): Fair Value Measurements Using Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2015: Assets: Cash equivalents: Money market funds $ 12,364 $ 12,364 $ 12,364 $ 12,364 $ - $ - Current liabilities: Liability warrants $ 39 $ 39 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. As of December 31, 2015 and 2014, the Company did not have any significant transfers between Level 1, Level 2, and Level 3. The amounts reported as 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 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. On September 10, 2015, the Company raised additional equity through an offering of 10,643,000 shares at $1.70 per share, respectively, 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 in the Black-Scholes option-pricing model: As of December 31, 2015 As of December 31, 2014 Stock price $ 3.04 $ 1.20 Exercise price $ 2.31 $ 2.51 Expected life 1.55 years 2.55 years Risk-free interest rate 0.86 % 1.10 % Volatility 62 % 69 % Fair value per share $ 1.23 $ 0.27 The following table summarizes the warrants subject to liability accounting as of December 31, 2015 and 2014 (in thousands, except share and per share amounts) (see Note 6 – Stockholders’ Equity): Year Ended December 31, 2015 Year Ended December 31, 2014 Holder Original Warrants Adjusted Warrants Grant Date Expiration Date Price per Share Fair Value December 31, 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 31,573 4/7/2010 7/7/2017 $ 2.31 $ 39 $ 8 - $ 31 - $ (7 ) Credit Agreement The change in the fair value of Level 3 liabilities is as follows (in thousands): Fair value as of December 31, 2013 $ 15 Exercise of warrants - Change in fair value (7 ) Fair value as of December 31, 2014 8 Exercise of warrants - Change in fair value 31 Fair value as of December 31, 2015 $ 39 The warrant liability is included in other current liabilities on the consolidated balance sheets. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2015 | |
BUSINESS COMBINATIONS [Abstract] | |
BUSINESS COMBINATIONS | NOTE 4—BUSINESS COMBINATIONS Acquisition of Terasquare Co., Ltd. On September 30, 2015, the Company completed its acquisition of all of the outstanding shares of Terasquare Co., Ltd. (“Terasquare”) from the four former stockholders of Terasquare. Terasquare has low power, CMOS high speed communication interface semiconductors for 100Gbps Ethernet, Fiber Channel, and EDR Infiniband applications. Its quad channel Clock Data Recovery (CDR) technology and products for 100GbE datacommunication applications are applicable to 100Gbps Ethernet (QSFP28, CFP2, CFP4), OTU-4, 32G Fiber Channel, and EDR Infiniband. The aggregate purchase price for all of the shares of the stock of Terasquare was $4.4 million, compromised solely of cash, subject to certain adjustments. The Company furnished the purchase price to the former Terasquare stockholders from cash on hand that it had raised in a previously disclosed secondary offering of its common stock that closed last month. In addition, the Company paid or assumed liabilities of Terasquare in the amount of $1.1 million. The transaction was accounted for under the purchase method of accounting and, accordingly, the results of operations are included in the accompanying consolidated statement of operations subsequent to September 30, 2015. The net tangible assets acquired and liabilities assumed in the acquisition were recorded at fair value. The Company determined the valuation of the identifiable intangible assets using established valuation techniques. The fair values of identifiable intangible assets related to developed technology and IPR&D were determined under the income and asset approaches, respectively. The developed technology was valued using the forward looking multi-period excess earnings method under the income approach. The IPR&D was valued using the cost to recreate method under the asset approach. The fair value of the intangibles is management’s best estimate. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the transaction with Terasquare primarily consisted of the synergies expected from the merger with Terasquare. The total purchase price of $4.4 million was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition as follows (in thousands): Tangible assets acquired: Cash and cash equivalents $ 22 Other current assets 55 Property and equipment 22 Restricted cash 67 Others assets 86 Liabilities assumed: Accounts payable (504 ) Accrued compensation (29 ) Other current liabilities (252 ) Other long term liabilities (317 ) Identifiable intangible assets acquired: Developed technology 2,744 IPR&D 383 Goodwill acquired: Goodwill 2,170 Total purchase price $ 4,447 Pro forma financial information (unaudited) The following table presents the unaudited pro forma financial information for the combined entity of GigOptix and Terasquare, as if the acquisition had occurred at the beginning of fiscal 2014 after giving effect to certain purchase accounting adjustments (in thousands, except per share amounts): Years ended December 31, 2015 2014 Net revenue $ 40,394 $ 32,947 Net loss $ (671 ) $ (7,915 ) Net loss per share - basic and diluted $ (0.02 ) $ (0.25 ) Acquisition of the Tahoe RF Semiconductor , Inc. 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 consolidated financial statements include the operating results of Terasquare and Tahoe RF from their respective dates of acquisition. |
INTANGIBLE ASSETS, NET AND GOOD
INTANGIBLE ASSETS, NET AND GOODWILL | 12 Months Ended |
Dec. 31, 2015 | |
INTANGIBLE ASSETS, NET AND GOODWILL [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 5—INTANGIBLE ASSETS, NET AND GOODWILL Intangible assets, net consist of the following (in thousands): As of December 31, 2015 As of December 31, 2014 Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Definite-lived intangible assets: Customer relationships 6-8 $ 3,277 $ (2,542 ) $ 735 $ 3,277 $ (2,119 ) $ 1,158 Existing technology 6-7 6,527 (3,386 ) 3,141 3,783 (2,881 ) 902 Patents 5-16 457 (407 ) 50 457 (402 ) 55 Trade name 2-10 659 (438 ) 221 659 (380 ) 279 Total definite-lived intangible assets 10,920 (6,773 ) 4,147 8,176 (5,782 ) 2,394 Indefinite-lived Intangible assets: IPR&D indefinite 383 - 383 - - - Total intangible assets $ 11,303 $ (6,773 ) $ 4,530 $ 8,176 $ (5,782 ) $ 2,394 The amounts shown above include items that GigOptix acquired in its purchase of Terasquare on September 30, 2015. The amount of newly acquired intangibles at acquisition were comprised of the following (in thousands): Amount Life, in Years Developed technology $ 2,744 7 IPR&D 383 Indefinite Total $ 3,127 During the year ended December 31, 2015 and 2014, amortization of intangible assets was as follows (in thousands): December 31, 2015 December 31, 2014 Cost of revenue $ 413 $ 413 Research and development expense 98 - Selling, general and administrative expense 480 480 $ 991 $ 893 Estimated future amortization expense related to definite-lived intangible assets as of December 31, 2015 is as follows (in thousands): Years ending December 31, 2016 $ 1,257 2017 875 2018 451 2019 442 2020 394 Thereafter 728 Total $ 4,147 The Company performs a review of the carrying value of its intangible assets, if circumstances warrant. In its review, it compares the gross, undiscounted cash flows expected to be generated by the underlying assets against the carrying value of those assets. To the extent such cash flows do not exceed the carrying value of the underlying asset; it will record an impairment charge. During the fourth quarter of 2015, the Company performed an impairment analysis and did not find any indicators of impairment for its intangibles. The Company did not record an impairment charge on any intangibles, including goodwill, during the years ended December 31, 2015 and 2014. As of December 31, 2015, the Company had $12.6 million of goodwill in connection with the acquisitions of ChipX, Endwave, Tahoe RF and Terasquare. The changes in the carrying amount of goodwill, net for the years ended December 31, 2014 and 2015 are as follows (in thousands): Amount Balance as of December 31, 2014 $ 10,306 Goodwill adjustment from Tahoe RF acquisition 89 Goodwill addition from Terasquare acquisition 2,170 Balance as of December 31, 2015 $ 12,565 On September 30, 2015, the Company completed its acquisition of Terasquare, which resulted in $2.2 million of goodwill. |
CREDIT FACILITIES
CREDIT FACILITIES | 12 Months Ended |
Dec. 31, 2015 | |
CREDIT FACILITIES [Abstract] | |
CREDIT FACILITIES | NOTE 6—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 December 31, 2015 and 2014. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7—STOCKHOLDERS’ EQUITY Public Offering On August 21, 2015, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with selling stockholders and Cowen and Company, LLC and Roth Capital Partners, LLC (i) a public primary offering of an aggregate of 9,218,000 shares of the Company’s common stock, par value $0.001 per share at a public offering price of $1.70 per share and (ii) a public secondary offering by the selling stockholders of an aggregate of 282,000 shares of common stock at $1.70 per share. The shares were accompanied by the associated rights to purchase shares of Series A Junior Preferred Stock, par value $0.001 per share, which the Company created by the Rights Agreement, dated December 16, 2011, between the Company and the American Stock Transfer & Trust Company, LLC, as Rights Agent, as amended by the Amended and Restated Rights Agreement, dated December 16, 2014. Under the terms of the Underwriting Agreement, the Company granted the underwriters a 30 day option to purchase up to an additional 1,425,000 shares of common stock to cover overallotments, which the underwriters subsequently exercised on September 10, 2015. On September 10, 2015, the Company completed its public offering of 10,643,000 newly issued shares of common stock at a price to the public of $1.70 per share. The number of shares sold in the offering included the underwriter’s full exercise on September 10, 2015 of their over-allotment option of 1,425,000 shares of common stock. The net proceeds to the Company from the offering was approximately $16.5 million which consisted of $16.9 million after underwriting discounts, commissions and expenses less an additional $420,000 for legal, accounting, registration and other transaction costs related to the public offering. 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 December 31, 2015 and 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 of the rights plan. 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. Warrants As of December 31, 2015, the Company had a total of 160,698 warrants to purchase common stock outstanding under all warrant arrangements. There were no warrants exercised during the years ended December 31, 2015 and 2014. During the years ended December 31, 2015 and 2014, 500,000 and 809,999 warrants expired, respectively. 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. Warrants Outstanding as of December 31, Warrants Expired During the Year Ended December 31, Warrants Expired During the Year Ended December 31, Holder Exercise Price per Share Expiration Date 2015 2014 2015 2014 Alliance Advisors LLC $ 1.75 7/20/2014 - - - 25,000 Bridge Bank $ 2.31 7/7/2017 31,573 29,115 - - Warrants issued to investors in connection with the Lumera Merger $ 6.08 1/16/2014 - - - 284,999 Silicon Valley Bank $ 0.73 10/5/2017 4,125 4,125 - - Silicon Valley Bank $ 4.00 4/23/2017 125,000 125,000 - - DBSI Liquidating Trust $ 2.60 4/8/2014 - - - 500,000 DBSI Liquidating Trust $ 3.00 4/8/2015 - 500,000 500,000 - 160,698 658,240 500,000 809,999 Equity Incentive Plan As of December 31, 2015 and 2014, there were 7,918,584 options and 8,801,160 options outstanding under all stock option plans. As of December 31, 2015 and 2014, there were 4,361,833 and 1,915,858 RSUs outstanding under the 2008 Equity Incentive Plan. 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, 2015, the stockholders had approved 18,280,238 shares for future issuance. As of December 31, 2015, 11,847,463 options to purchase common stock and RSUs were outstanding and 1,489,996 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 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 December 31, 2015, options to purchase a total of 375,763 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 December 31, 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. Stock-based Compensation Expense The following table summarizes the Company’s stock-based compensation expense for fiscal years 2015 and 2014 (in thousands): Years ended December 31, 2015 2014 Cost of revenue $ 387 $ 336 Research and development expense 1,072 1,100 Selling, general and administrative expense 2,389 2,789 Restructuring expense - 9 $ 3,848 $ 4,234 Stock-based compensation expense capitalized to inventory was immaterial for the years ended December 31, 2015 and 2014. For the year ended December 31, 2014, the $4.2 million of stock-based compensation expense included $9,000 in restructuring expense to accelerate the vesting of stock options (see Note 8 - Restructuring). During the year ended December 31, 2014, the Company granted options to purchase 25,000 shares of common stock, with an estimated total grant-date fair value of $28,000, or $1.10 per share During the year ended December 31, 2015, the Company granted 4,611,355 RSUs with a grant-date fair value of $7.3 million, or $1.58 per share. During the year ended December 31, 2014, the Company granted 1,954,085 RSUs with a grant-date fair value of $3.3 million, or $1.67 per share. As of December 31, 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 $245,000 and $6.2 million, respectively. Unrecognized compensation will be amortized on a straight-line basis over a weighted-average period of approximately 0.83 years for stock options and approximately 2.86 years for RSUs. The Company generally estimates the fair value of stock options granted using a Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, including the options expected life and the price volatility of the Company’s underlying stock. Actual volatility, expected lives, interest rates and forfeitures may be different from the Company’s assumptions, which would result in an actual value of the options being different from estimated. This fair value of stock option grants is amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The majority of the stock options that the Company grants to its employees provide for vesting over a specified period of time, normally a four-year period, with no other conditions to vesting. However, the Company may also grant stock options for which vesting occurs not only on the basis of elapsed time, but also on the basis of specified Company performance criteria being satisfied. In this case, the Company makes a determination regarding the probability of the performance criteria being achieved and uses a Black-Scholes option-pricing model to value the options incorporating management’s assumptions for the expected holding period, risk-free interest rate, stock price volatility and dividend yield. Compensation expense is recognized ratably over the vesting period, if it is expected that the performance criteria will be met. 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: Years Ended December 31, 2015 2014 Options Weighted-average Exercise Price Weighted-average Remaining Contractual Term, in Years Aggregate Intrinsic Value, in Thousands Options Weighted- average Exercise Price Weighted-average Remaining Contractual Term, in Years Aggregate Intrinsic Value, in Thousands Outstanding, beginning of year 8,801,160 $ 2.35 10,306,671 $ 2.34 Granted - $ - 25,000 $ 1.59 Exercised (226,464 ) $ 1.66 $ 133 (225,678 ) $ 1.02 $ 84 Cancelled and forfeited (656,112 ) $ 2.96 (1,304,833 ) $ 2.47 Balance, end of year 7,918,584 $ 2.32 4.82 $ 7,422 8,801,160 $ 2.35 5.91 $ 483 Vested and exercisable and expected to vest, end of year 7,911,882 $ 2.32 4.82 $ 7,414 8,636,840 $ 2.35 5.88 $ 471 Vested and exercisable, end of year 7,657,263 $ 2.34 4.75 $ 7,073 7,738,685 $ 2.38 5.70 $ 393 The aggregate intrinsic value reflects the difference between the exercise price of the underlying stock options and the Company’s closing share price of $3.04 as of December 31, 2015. The following table summarizes information about options outstanding and exercisable under the Company’s equity incentive plans as of December 31, 2015: Options Outstanding Options Exercisable Number of Shares Outstanding Weighted- average Remaining Contractual Life, in Years Weighted- average Exercise Price Exercisable Weighted- average Exercise Price $ 0.73 - $1.30 2,073,143 3.53 $ 0.98 1,934,152 $ 0.99 $ 1.57 - $2.02 987,774 4.46 $ 1.92 983,058 $ 1.92 $ 2.30 - $2.65 2,869,030 5.20 $ 2.52 2,853,790 $ 2.52 $ 2.70 - $4.00 1,931,446 5.94 $ 2.81 1,829,072 $ 2.81 $ 18.16 - $57.44 57,191 1.26 $ 31.15 57,191 $ 31.15 7,918,584 4.82 $ 2.32 7,657,263 $ 2.34 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 one 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: Years Ended December 31, 2015 2014 Number of Shares Weighted- Average Grant Date Fair Value Weighted- average Remaining Vesting Term, in Years Aggregate Intrinsic Value, in Thousands Number of Shares Weighted- Average Grant Date Fair Value Weighted- average Remaining Vesting Term, in Years Aggregate Intrinsic Value, in Thousands Outstanding, January 1 1,915,858 $ 1.55 3.11 $ 1,990 1,313,801 $ 1.19 1.85 $ 2,010 Granted 4,611,355 1.58 1,954,085 1.67 Released (1,915,992 ) 1.34 (1,176,993 ) 1.35 Forfeited/expired (249,388 ) 1.67 (175,035 ) 1.49 Outstanding, December 31 4,361,833 $ 1.64 2.86 $ 13,260 1,915,858 $ 1.55 3.11 $ 1,990 The majority of the RSUs that vested in the year ended December 31, 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 year ended December 31, 2015, 1,915,992 shares of RSUs vested with an intrinsic value of approximately $3,668,000. The Company withheld 676,145 shares to satisfy approximately $1,287,000 of employees’ minimum tax obligation on the vested RSUs. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2015 | |
BENEFIT PLANS [Abstract] | |
BENEFIT PLANS | NOTE 8—BENEFIT PLANS In connection with the Company’s Swiss subsidiary, the Company maintains a pension plan covering minimum requirements according to Swiss law. It has set up the occupational benefits by means of an affiliation to a collective foundation, the Swisscanto Collective Foundation. Funding Policy The Company’s practice is to fund the pension plan in an amount at least sufficient to meet the minimum requirements of Swiss law. Benefit Obligations and Plan Assets The following tables summarize changes in the benefit obligation, the plan assets and the funded status of the pension benefit plan as well as the components of net periodic benefit costs, including key assumptions (in thousands). Years ended December 31, Years ended December 31, 2015 2014 Change in projected benefit obligation: Beginning benefit obligation $ 822 $ 648 Service cost 62 29 Interest cost 12 15 Plan participants contributions 23 24 Foreign exchange adjustments (1 ) (84 ) Actuarial loss (gain) (28 ) 190 Transfer in/(out) (109 ) - Ending benefit obligation $ 781 $ 822 Change in plan assets: Beginning fair value of plan assets $ 496 $ 508 Employer contributions 23 24 Plan participants' contributions 23 24 Foreign exchange adjustments 1 (54 ) Expected return on plan assets (2 ) (6 ) Transfer in/(out) (109 ) - Ending fair value of plan assets $ 432 $ 496 Benefits paid $ - $ - The following table summarizes the funding status as of December 31, 2015 and 2014 (in thousands): Years ended December 31, 2015 2014 Projected benefit obligation $ (781 ) $ (822 ) Fair value of plan assets 432 496 Funded status of the plan at the end of the year, recorded as a long-term liability $ (349 ) $ (326 ) The total net periodic pension cost for the year ending December 31, 2016 is expected to be approximately $61,000. The following are the components of estimated net periodic pension cost in 2016 (in thousands): Year ending December 31, 2016 Service cost (net) $ 58 Interest cost 8 Expected return on plan assets (5 ) Net periodic benefit cost $ 61 Assumptions Weighted-average assumptions used to determine benefit obligations as of December 31, 2015 for the plan were a discount rate of 1.00%, a rate of compensation increase of 2.00%, and an expected return on assets of 1.00%. The GigOptix-Helix Plan is reinsured with the Helvetia Swiss Life Insurance Company via the Swisscanto Collective Foundation. The expected return on assets is derived as follows: Swiss pension law requires that the insurance company pay an interest rate of at least 1.25% per annum on legal minimum old-age savings accounts. Weighted-average assumptions used to determine costs for the plan as of December 31, 2014 were a discount rate of 1.50%, rate of compensation increase of 2.00%, and expected return on assets of 1.50%. Net Periodic Benefit Cost The net periodic benefit cost for the plan included the following components (in thousands): Years ended December 31, 2015 2014 Service cost (net) $ 62 $ 29 Interest cost 12 15 Net periodic benefit cost $ 74 $ 44 Plan Assets The benefits are fully insured. There are no retirees and the plan assets are equal to the sum of the old-age savings and of various other accounts within the affiliation contract. The allocation of the assets of the plan at the measurement dates were in cash, bonds, stocks, mutual funds, hedge funds, and commodities. The Company is required by Swiss law to contribute to retirement funds for the employees of its Swiss subsidiary. Funds are managed by third parties according to statutory guidelines. Cash equivalents may be valued using quoted prices in markets that are not active, resulting in a Level 2 fair value measurement within the hierarchy set forth in the accounting guidance for fair value measurements. Contributions The Company anticipates contributions to the plan of approximately $22,000 in the year ending December 31, 2016. Actual contributions may differ from expected contributions due to various factors, including performance of plan assets, interest rates and potential legislative changes. The Company is not able to estimate expected contributions beyond fiscal year 2016. Estimated Future Benefit Payments The Company does not expect benefit payments through 2024. Israel Severance Plan liability Under Israeli law, the Company is required to make severance payments to its retired or dismissed Israeli employees and Israeli employees leaving its employment in certain other circumstances. The Company’s severance pay liability to its Israeli employees is calculated based on the salary of each employee multiplied by the number of years of such employee’s employment and is presented in other long-term liabilities on the consolidated balance sheets, as if it was payable at each balance sheet date on an undiscounted basis. This liability is partially funded by the purchase of insurance policies in the name of the employees. The surrender value of the insurance policies of $10,000 is presented in other long-term assets on the consolidated balance sheets. Severance pay expense for the year ended December 31, 2015 was $0. As of December 31, 2015, accrued severance liability and severance assets were $12,000 and $10,000, respectively. GigOptix 401(k) Plan The Company has a 401(k) retirement plan which was adopted by GigOptix, LLC as of January 4, 2008. In December 2011, the GigOptix 401k plan merged into the Endwave 401k plan. This plan is intended to be a qualified retirement plan under the Internal Revenue Code. It is a defined contribution as opposed to a defined benefit plan. The Company made $71,000 and $65,000 matching contributions during fiscal 2015 and 2014, respectively. GigOptix Terasquare Korea Defined Contribution Plan The Company adopted a contribution pension plan for its Korean employees, where the Company pays fixed contributions to each employee who participates in the plan each year. The Company has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. The total contribution made for the year 2015 since the acquisition of Terasquare on September 30, 2015 was $12,000. |
RESTRUCTURING
RESTRUCTURING | 12 Months Ended |
Dec. 31, 2015 | |
RESTRUCTURING [Abstract] | |
RESTRUCTURING | NOTE 9—RESTRUCTURING During the second 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. During the third quarter of 2014, the Company The following is a summary of the restructuring activity (in thousands): 2014 Beginning balance $ 30 Charges 343 Uses and adjustments (373 ) Ending balance $ - As of December 31, 2015 and 2014, the Company had no balance in accrued restructuring. |
INVESTMENT IN UNCONSOLIDATED AF
INVESTMENT IN UNCONSOLIDATED AFFILIATE | 12 Months Ended |
Dec. 31, 2015 | |
INVESTMENT IN UNCONSOLIDATED AFFILIATE [Abstract] | |
INVESTMENT IN UNCONSOLIDATED AFFILIATE | NOTE 10— 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 its inventory related to the TM platform and the complete production line equipment that previously resided at its Bothell, Washington, facility to CPqD, for use on 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 to BrP’s Amended Articles of Association which resulted in a $459,000 investment in BrP. For the years ended December 31, 2015 and 2014, the Company’s allocated portion of BrP’s results was a loss of $3,000 and $456,000, respectively. 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, 2015. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 11—INCOME TAXES The components of income (loss) before provision for income taxes are as follows (in thousands): Years ended December 31, 2015 2014 United States $ 1,189 $ (5,266 ) International 130 (45 ) Income (loss) before provision for income taxes $ 1,319 $ (5,311 ) Components of provision for income taxes are as follows (in thousands): Years ended December 31, 2015 2014 Current United States $ 20 $ 41 International 37 - State 10 13 Total 67 54 Deferred United States - - International - - Total - - Provision for income taxes $ 67 $ 54 Provision for income taxes differs from the amount computed by applying the statutory United States federal income tax rate to gain (loss) before taxes as follows: Years ended December 31, 2015 2014 Income tax at the federal statutory rate 34.00 % (34.00 )% State tax, net of federal benefit 0.75 % 0.23 % Foreign tax rate differential (0.51 )% 0.27 % Permanent items and other 1.48 % 0.69 % Change in valuation allowance (30.73 )% 33.75 % Effective tax rate 4.99 % 0.94 % The components of the net deferred tax assets and liabilities are as follows (in thousands): December 31, 2015 2014 Deferred tax asset (liability), net Net operating losses $ 17,577 $ 20,134 Tax credits 3,051 2,915 Accrued and reserves 2,575 2,063 Foreign deferreds - 3 Fixed assets 824 890 Other 2,222 2,224 Total deferred tax asset 26,249 28,229 Valuation allowance (25,977 ) (27,707 ) Net deferred tax asset 272 522 Intangible assets (590 ) (522 ) Deferred tax liability (590 ) (522 ) Net deferred tax liability $ (318 ) $ - As of December 31, 2015, the deferred tax liability is included in other long term liabilities on the consolidated balance sheet. The Company has a full valuation allowance on deferred tax assets in excess of deferred tax liabilities. Because of its limited operating history and cumulative losses, management believes it is more likely than not that the remaining deferred tax assets will not be realized. The Company’s valuation allowance decreased by approximately $1.9 million and increased by approximately $120,000 during the years ended December 31, 2015 and December 31, 2014, respectively. The Company has approximately $40.7 million of federal net operating loss (“NOL”) carryforwards as of December 31, 2015. The NOLs expire through the year 2027. The Company has approximately $19.9 million of state NOL carryforwards as of December 31, 2015. The NOLs expire through 2028. The Company has approximately $3.7 million of federal research and development ("R&D") tax credit carryforwards as of December 31, 2015. The federal tax credit carryforwards expire through 2035. The Company has approximately $3.6 million of state R&D tax credit carryforwards as of December 31, 2015. The state R&D tax credits do not expire. Utilization of a portion of the NOL and credit carryforwards are subject to an annual limitation due to the ownership change provision of the IRC of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of NOLs and credits before utilization. The Company also has approximately $13.3 million of NOL carryforwards in Israel related to its acquisition of ChipX. These losses in that jurisdiction can be carried forward indefinitely. Any interest and penalties incurred on the settlement of outstanding tax positions would be recorded as a component of income tax expense. The Company recorded $14,000 and $12,000 of interest and penalty expenses during the years ended December 31, 2015 and 2014, respectively. The Company’s unrecognized tax benefits as of December 31, 2015 relate to various domestic and foreign jurisdictions. As of December 31, 2015, the Company had total gross unrecognized tax benefits of $3.1 million, which if recognized would affect the effective tax rate. As of December 31, 2015 and 2014, the amount of long-term income taxes payable for unrecognized tax benefits, including accrued interest, was $434,000 and $415,000, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Total Balance as of December 31, 2013 $ 2,765 Increases related to current year tax positions 223 Increases related to prior year tax positions 16 Decreases related to prior year tax positions - Balance as of December 31, 2014 3,004 Increases related to current year tax positions 181 Increases related to prior year tax positions - Decreases related to prior year tax positions (94 ) Balance as of December 31, 2015 $ 3,091 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, Korea, Japan, and Israel. The Company’s fiscal years through 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 | 12 Months Ended |
Dec. 31, 2015 | |
NET INCOME (LOSS) PER SHARE [Abstract] | |
NET INCOME (LOSS) PER SHARE | NOTE 12—NET INCOME (LOSS) PER SHARE The computations for basic and diluted net income (loss) per share are as follows (in thousands, except per share data): Years ended December 31, 2015 2014 Net income (loss) $ 1,249 $ (5,821 ) Weighted average common shares outstanding: Basic 36,624 31,851 Effect of dilutive securities: Stock options 876 - Restricted stock units 612 - Warrants 2 - Diluted 38,114 31,851 Basic net income (loss) per share $ 0.03 $ (0.18 ) Diluted net income (loss) per share $ 0.03 $ (0.18 ) 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: December 31, 2015 2014 Stock options and RSUs 3,986,961 10,717,018 Common stock warrants 156,573 658,240 Total 4,143,534 11,375,258 |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2015 | |
SEGMENT AND GEOGRAPHIC INFORMATION [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | NOTE 13—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): Years ended December 31, 2015 2014 North America $ 13,468 $ 9,637 Asia 14,125 10,363 Europe 12,143 12,511 Other 658 436 $ 40,394 $ 32,947 The Company determines geographic location of its revenue based upon the destination of shipments of its products. During fiscal year 2015, the United States, Italy, Hong Kong and Taiwan accounted for 30%, 25%, 18% and 11% of revenue, respectively. During fiscal year 2014, Italy and the United States accounted for 33% and 26% of revenue, respectively. No other countries accounted for more than 10% of the Company’s consolidated revenue during the periods presented. The following table summarizes revenue by product line (in thousands): Years ended December 31, 2015 2014 HSC $ 28,081 $ 22,280 Industrial 12,313 10,667 Total revenue $ 40,394 $ 32,947 The following table summarizes long-lived assets by country (in thousands): December 31, 2015 2014 United States $ 2,680 $ 1,687 Switzerland 435 229 Asia 18 - $ 3,133 $ 1,916 Long-lived assets, comprising property and equipment, are reported based on the location of the assets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14—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. Aggregate non-cancelable future minimum lease 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 2016 $ 3 $ 660 2017 3 169 2018 - 73 2019 - 73 2020 and beyond - 61 Total minimum lease payments 6 $ 1,036 Less: Amount representing interest - Total capital lease obligations 6 Less: current portion (3 ) Long-term portion of capital lease obligations $ 3 The gross and net book value of the fixed assets purchased under capital lease was as follows (in thousands): As of the years December 31, 2015 2014 Acquired cost $ 1,666 $ 1,666 Accumulated amortization (1,660 ) (1,656 ) Net book value $ 6 $ 10 The amortization of fixed assets acquired under capital lease is included in depreciation expense. Contingencies Tax Contingencies The Company’s income tax calculations are based on application of the respective U.S. Federal, state or foreign tax law. Its tax filings, however, are subject to audit by the respective tax authorities. Accordingly, the Company recognizes tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due. 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 it believes a loss is probable and can be reasonably estimated, it accrues the estimated loss in its consolidated financial statements. Where the outcome of these matters is not determinable, it does not make a provision in its financial statements until the loss, if any, is probable and can be reasonable estimated or the outcome becomes known. Product Warranties The Company’s products typically carry a standard warranty period of approximately one year. 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. The table below summarizes the movement in the warranty accrual, which is included as a component of other current liabilities, for the years ended December 31, 2015 and 2014 (in thousands): December 31, 2015 2014 Balance at January 1 $ 334 $ 330 Warranties accrued 452 492 Warranties settled (461 ) (488 ) Balance at December 31 $ 325 $ 334 |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2015 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 15—RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard clarifying the principles for recognizing revenue by amending the FASB Accounting Standards Codification and creating a new Topic 606, Revenue from Contracts with Customers. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments”. This update eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Acquirers would now recognize measurement-period adjustments during the period in which they determine the amount of the adjustment. This update is effective for annual and interim reporting periods beginning after December 15, 2015, including interim periods within those fiscal years, and should be applied prospectively to adjustments for provisional amounts that occur after the effective date with early adoption permitted for financial statements that have not been issued. The Company is currently evaluating the effect of the standard on its ongoing financial reporting. In November 2015, The Company adopted this standard beginning in 2015. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16—SUBSEQUENT EVENTS On January 25, 2016, the Company invested $1.2 million to own a minority stake in a company called Anagog Ltd. (“Anagog”), the developer of the world’s largest crowdsourced parking network. Anagog perfects the mobility status algorithms that allow for advanced on-phone machine learning capabilities for the best user experience with ultra-low battery consumption and a high level of privacy protection. |
ORGANIZATION AND BASIS OF PRE24
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
ORGANIZATION AND BASIS OF PRESENTATION [Abstract] | |
Organization | Organization GigOptix Inc. (“GigOptix” or the “Company”) The business comprises 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, occasionally generating some engineering project revenues through the development stage, and where the largest revenue is generated from future device product shipment and sales through these customers and general market availability. The HSC product line offers a broad portfolio of high performance semiconductor devices and multi-chip-modules (“ 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 subsidiary, GigOptix GmbH; however, as of December 31, 2015, it is 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 communications networks. This joint venture is engaged in research and development of Silicon-Photonics (“SiPh”) advanced electro-optical products. During the second quarter of 2014, the Company transferred its inventory related to the Thin Film Polymer on Silicon TM ” platform and the production line equipment for use by BrP (see Note 9). In June 2014, the Company signed a definitive agreement to acquire, for cash, only by way of assuming specified liabilities, substantially all of the assets of Tahoe RF Semiconductor, Inc. (“Tahoe RF”), a provider of RF/analog RFICs, intellectual property and fully integrated systems and subsystems on a chip. The acquisition closed on June 30, 2014, which was the first day of the Company’s third quarter of fiscal 2014. On September 30, 2015, the Company completed its acquisition of all of the outstanding shares of Terasquare Co., Ltd. (“Terasquare”) from its former stockholders of Terasquare. Terasquare has low power, CMOS high speed communication interface semiconductors for 100Gbps Ethernet, Fiber Channel, and Enhanced Data Rate (“EDR”) Infiniband applications. Its quad channel clock data recovery (“CDR”) technology and products for 100GbE data communication applications are applicable to 100Gbps Ethernet (QSFP28, CFP2, CFP4), OTU-4, 32G Fiber Channel, and EDR Infiniband. The aggregate purchase price for all of the shares of the stock of Terasquare was $4.4 million, compromised solely of cash, subject to certain adjustments. The Company furnished the purchase price to the former Terasquare stockholders from cash on hand that it had raised in a previously disclosed follow-on public offering of its common stock conducted in August 2015 (Note 7). In addition, the Company paid or assumed debt liabilities of Terasquare in the amount of $1.1 million, |
Basis of Presentation | Basis of Presentation The Company’s fiscal year ends on December 31. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to allowances for doubtful accounts, reserves for stock rotation rights, warranty accrual, inventory write-downs, valuation of long-lived assets, including property and equipment and identified intangible assets and goodwill, valuation of deferred taxes and contingencies. In addition, the Company uses assumptions when employing the Black-Scholes option-pricing model to calculate the fair value of stock options granted and to estimate the carrying value of its warrant liability. The Company bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results could differ from these estimates. |
Reclassifications | Reclassifications Certain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation. In the fourth quarter of 2015 the Company concluded that it was appropriate to classify certain accruals of trade payable items as accounts payable instead of other accrued liabilities. The reclassification has no effect on previously reported consolidated statements of operations or accumulated deficit for any period and does not affect previously reported cash flows from operating, investing or financing activities in the consolidated statements of cash flows. For comparability purposes, $349,000 of other current liabilities was reclassified to accounts payable as of December 31, 2014. |
Certain Significant Risks and Uncertainties | Certain Significant Risks and Uncertainties The Company operates in a dynamic industry and, accordingly, its business can be affected by a variety of factors. For example, changes in any of the following areas could have a negative effect in terms of its future financial position, results of operations or cash flows: a downturn in the overall semiconductor industry or communications semiconductor market; regulatory changes; fundamental changes in the technology underlying telecom products or incorporated in customers’ products; market acceptance of its products under development; litigation or other claims against the Company; litigation or other claims made by the Company; the hiring, training and retention of key employees; integration of businesses acquired; successful and timely completion of product development efforts; and new product introductions by competitors. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, and other accrued liabilities. The Company regularly reviews its investment portfolio to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether a loss is temporary include: the length of time and extent to which fair value has been lower than the cost basis; the financial condition, credit quality and near-term prospects of the investee; and whether it is more likely than not that the Company will be required to sell the security prior to any anticipated recovery in fair value. When there is no readily available market data, fair value estimates may be made by the Company, which may not necessarily represent the amounts that could be realized in a current or future sale of these assets. |
Revenue Recognition | Revenue Recognition Revenue from sales of optical drivers and receivers, multi-chip modulators, and other products is recognized when persuasive evidence of a sales arrangement exists, transfer of title occurs, the sales price is fixed or determinable and collection of the resulting receivable is reasonably assured. Reserves are made for warranties at the time revenue is recorded. See Note 14—Commitments and Contingencies for further detail related to the warranty reserve. Customer purchase orders are generally used to determine the existence of an arrangement. Transfer of title and risk of ownership occur based on defined terms in customer purchase orders, and generally pass to the customer upon shipment, at which point goods are delivered to a carrier. There are no formal customer acceptance terms or further obligations, outside of standard product warranty. The Company assesses whether the sales price is fixed or determinable based on the payment terms associated with the transaction. Collectibility is assessed based primarily on the credit worthiness of the customer as determined through ongoing credit evaluations of the customer’s financial condition, as well as, consideration of the customer’s payment history. The Company records revenue from non-recurring engineering projects associated with product development that the Company enters into with certain customers. In general, these projects are associated with complex technology development, and as such the Company does not have certainty about its ability to achieve the program milestones. Achievement of the milestone is dependent on the Company’s performance and is typically accepted by the customer. The payment associated with achieving the milestone is generally commensurate with the Company’s effort or the value of the deliverable and is nonrefundable. Therefore, the Company records the expenses related to these projects in the periods incurred and recognizes revenue only when the Company has earned the revenue and achieved the development milestones. Revenue from these projects is typically recorded at 100% gross margin because the costs associated with these projects are expensed as incurred and generally included in research and development expense. These efforts generally benefit the Company’s overall product development programs beyond the specific project requested by our customer. The The |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company makes ongoing assumptions relating to the collectibility of its accounts receivable in its calculation of the allowance for doubtful accounts. In determining the amount of the allowance, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations and assesses current economic trends affecting its customers that might impact the level of credit losses in the future and result in different rates of bad debts than previously seen. The Company also considers its historical level of credit losses. As of December 31, 2015, the Company’s accounts receivable balance was $10.6 million, which was net of an allowance for doubtful accounts of $63,000. As of December 31, 2014, the Company’s accounts receivable balance was $8.0 million, which was net of an allowance for doubtful accounts of $48,000. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained at various financial institutions. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company maintains cash and cash equivalents with various financial institutions that management believes to be of high credit quality. At any time, amounts held at any single financial institution may exceed federally insured limits. The Company believes that the concentration of credit risk in its accounts receivable is substantially mitigated by its credit evaluation process, relatively short collection terms and the high level of credit worthiness of its customers. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary but generally requires no collateral. As of December 31, 2015, five customers accounted for 20%, 19%, 13%, 12% and 11% of total accounts receivable. As of December 31, 2014, two customers accounted for 20% and 16% of total accounts receivable. For the year ended December 31, 2015, four customers accounted for 23%, 16%, 11% and 10% of total revenue. For the year ended December 31, 2014, one customer accounted for 25% of total revenue. |
Concentration of Supply Risk | Concentration of Supply Risk The Company relies on third parties to manufacture its products, and depends on them for the supply and quality of its products. Quality or performance failures of the Company’s products or changes in its manufacturers’ financial or business condition could disrupt the Company’s ability to supply quality products to its customers and thereby have a material and adverse effect on its business and operating results. Some of the components and technologies used in the Company’s products are purchased and licensed from a single source or a limited number of sources. The loss of any of these suppliers may cause the Company to incur additional transition costs, result in delays in the manufacturing and delivery of its products, or cause it to carry excess or obsolete inventory or redesign its products. The Company relies on a third party for the fulfillment of its customer orders, and the failure of this third party to perform could have an adverse effect upon the Company’s reputation and its ability to distribute its products, which could adversely affect the Company’s business. |
Inventories | Inventories Inventories are stated at the lower of standard cost, which approximates actual cost on a first-in, first-out basis, or market (net realizable value). Cost includes labor, material and overhead costs. Determining fair market value of inventories involves numerous judgments, including projecting average selling prices and sales volumes for future periods and costs to complete products in work in process inventories. As a result of this analysis, when fair market values are below costs, the Company records a charge to cost of revenue in advance of when the inventory is scrapped or sold. The Company evaluates its ending inventories for excess quantities and obsolescence on a quarterly basis. This evaluation includes analysis of historical and forecasted sales levels by product against inventories on-hand. Inventories on-hand in excess of estimated future demand are reviewed by management to determine if a write-down is required. In addition, the Company writes-off inventories that are considered obsolete. Obsolescence is determined from several factors, including competitiveness of product offerings, market conditions and product life cycles when determining obsolescence. Excess and obsolete inventories are charged to cost of revenue and a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. The Company’s inventories include high-technology parts that may be subject to rapid technological obsolescence and which are sold in a highly competitive industry. If actual product demand or selling prices are less favorable than forecasted amounts, the Company may be required to take additional inventory write-downs. |
Property and Equipment, net | Property and Equipment, net Property and equipment, including leasehold improvements, are recorded at cost and depreciated using the straight-line method over their estimated useful lives, ranging from one to seven years. Leasehold improvements and assets acquired under capital leases are depreciated over the shorter of their estimated useful lives or the remaining lease term of the respective assets. Repairs and maintenance costs are charged to expenses as incurred. |
Long-lived Assets and Intangible Assets, net | Long-lived Assets and Intangible Assets, net Long-lived assets include equipment, furniture and fixtures, licenses, leasehold improvements, semiconductor masks used in production and intangible assets. When events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Company tests for recoverability by comparing the estimate of undiscounted cash flows to be generated by the assets against the assets’ carrying amount. If the carrying value exceeds the estimated future cash flows, the assets are considered to be impaired. The amount of impairment equals the difference between the carrying amount of the assets and their fair value. Factors the Company considers important that could trigger an impairment review include continued operating losses, significant negative industry trends, significant underutilization of the assets and significant changes in how it plans to use the assets. Finite-lived intangible assets resulting from business acquisitions or technology licenses are amortized on a straight-line basis over their estimated economic lives of six to seven years for existing technology, acquired in business combinations; sixteen years for patents acquired in business combinations, based on the term of the patent or the estimated useful life, whichever is shorter; one year for order backlog, acquired in business combinations; ten years for trade name, acquired in business combinations; and six to eight years for customer relationships, acquired in business combinations. In-process research and development is recorded at fair value as of the date of acquisition as an indefinite-lived intangible asset until the completion or abandonment of the associated research and development efforts or impairment. Upon completion of development, acquired in-process research and development assets are transferred to finite-lived intangible assets and amortized over their useful lives. The Company reviews indefinite-lived intangible assets for impairment on an annual basis in conjunction with goodwill or whenever events or changes in circumstances indicate the carrying value may not be recoverable. |
Goodwill | Goodwill Goodwill is recorded when the purchase price of an acquisition exceeds the fair value of the net purchased tangible and intangible assets acquired and is carried at cost. Goodwill is not amortized, but is reviewed annually for impairment. The Company performs its annual goodwill impairment analysis in the fourth quarter of each year or more frequently if it believes indicators of impairment exist. Factors that it considers important which could trigger an impairment review include the following: · significant underperformance relative to historical or projected future operating results; · significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; · significant negative industry or economic trends; and · significant decline in the Company’s market capitalization. When evaluating goodwill for impairment, the Company may initially perform a qualitative assessment which includes a review and analysis of certain quantitative factors to estimate if a reporting units’ fair value significantly exceeds its carrying value. When the estimate of a reporting unit’s fair value appears more likely than not to be less than its carrying value based on this qualitative assessment, the Company continues to the first step of a two-step impairment test. The first step requires a comparison of the fair value of the reporting unit to its net book value, including goodwill. A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair values of the reporting unit’s net assets, other than goodwill, and the fair value of the reporting unit, and, if the difference is less than the net book value of goodwill, an impairment charge is recorded. In the event that the Company determines that the value of goodwill has become impaired, it will record a charge for the amount of impairment during the fiscal quarter in which the determination is made. The Company operates in one reporting unit. The Company conducted its 2015 annual goodwill impairment analysis in the fourth quarter of 2015 and no goodwill impairment was indicated. |
Restricted Cash | Restricted Cash Restricted cash as of December 31, 2015 was $330,000 which includes $278,000 in government subsidy funding for which is primarily subject to withdrawal restrictions to government-sponsored research and development projects and other activities, and a $53,000 security deposit held in an escrow account related to the Company’s facility lease in Zurich, Switzerland. Restricted cash as of December 31, 2014 was $53,000 which is a security deposit held in an escrow account related to the Company’s facility lease in Zurich, Switzerland. |
Pension Liabilities | Pension Liabilities The Company maintains a defined benefit pension plan covering minimum requirements according to Swiss law for its Zurich, Switzerland employees. The Company recognizes the funded status of its defined benefit pension plan on its consolidated balance sheets and changes in the funded status are reflected in accumulated other comprehensive income, net of tax, a component of stockholders’ equity. Net periodic pension costs are calculated based upon a number of actuarial assumptions, including a discount rate for plan obligations, assumed rate of return on pension plan assets and assumed rate of compensation increases for plan employees. All of these assumptions are based upon management’s judgment, considering all known trends and uncertainties. Actual results that differ from these assumptions would impact the future expense recognition and cash funding requirements of its pension plans. |
Foreign Currency | Foreign Currency The financial position and results of operations of the Company’s foreign subsidiaries are measured using the local currency as their functional currency. Accordingly, all assets and liabilities for these subsidiaries are translated into U.S. dollars at the current exchange rates as of the respective balance sheet date. Revenue and expense items are translated at the average exchange rates prevailing during the period. Cumulative gains and losses from the translation of these subsidiaries’ financial statements are reported as a separate component of accumulated other comprehensive income, net of tax, a component of stockholders’ equity. The Company records foreign currency transaction gains and losses, realized and unrealized, in other income (expense), net in the consolidated statements of operations. The Company recorded approximately $32,000 of net transaction loss in 2015 and $47,000 of net transaction gain in 2014. |
Product Warranty | Product Warranty The Company’s products typically carry a standard warranty period of approximately one year which provides for the repair, rework or replacement of products (at its option) that fail to perform within stated specification. The Company provides for the estimated cost to repair or replace the product at the time of sale. The warranty accrual is estimated based on historical claims and assumes that it will replace products subject to claims. |
Shipping Costs | Shipping Costs The Company charges shipping costs to cost of revenue as incurred. |
Research and Development Expense | Research and Development Expense Research and development expenses are expensed as incurred. Research and development expense consists primarily of salaries and related expenses for research and development personnel, consulting and engineering design, non-capitalized tools and equipment, engineering related semiconductor masks, depreciation for equipment, engineering expenses paid to outside technology development suppliers, allocated facilities costs and expenses related to stock-based compensation. |
Advertising Expense | Advertising Expense Advertising costs are expensed as incurred. Advertising expenses, which are recorded in selling, general and administrative expenses, were approximately $29,000 for the year ended December 31, 2014. The Company had no advertising expenses for the year ended December 31, 2015. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation for employees is measured at the date of grant, based on the fair value of the award. For options, the Company amortizes the compensation costs on a straight-line basis over the requisite service period of the option, which is generally the option vesting term of four years. For restricted stock units (“RSUs”), the Company amortizes the compensation costs on a straight-line basis over the requisite service period of the RSU grant, which is generally the vesting term of one to four years. The benefits of tax deductions in excess of recognized compensation expense are reported as a financing cash flows on the consolidated statement of cash flows. All of the stock-based compensation is accounted for as an equity instrument. For RSUs, stock-based compensation is based on the fair value of the Company’s common stock at the grant date. For options, the Company uses the Black-Scholes option-pricing model to measure the fair value of its stock-based awards utilizing various assumptions with respect to expected holding period, risk-free interest rates, stock price volatility and dividend yield. Management estimates expected forfeitures and records the stock-based compensation expense only for those equity awards expected to vest. When estimating forfeitures, the Company considers voluntary termination behavior as well as an analysis of actual option forfeitures. Forfeitures are required to be estimated at the time of grant and revised if necessary in subsequent periods if actual forfeitures or vesting differ from those estimates. Such revisions could have a material effect on its operating results. The assumptions the Company uses in the valuation model are based on subjective future expectations combined with management judgment. If any of the assumptions used in the Black-Scholes option-pricing model changes significantly, stock-based compensation for future awards may differ materially compared to the awards granted previously. |
Warrants | Warrants Warrants issued as equity awards are recorded based on the estimated fair value of the awards at the grant date. The Company uses the Black-Scholes option-pricing model to measure the fair value of its equity warrant awards utilizing various assumptions with respect to expected holding period, risk-free interest rates, stock price volatility and dividend yield. Warrants with certain features, including down-round protection, are recorded as liability awards. These warrants are valued using a Black-Scholes option-pricing model which requires various assumptions with respect to expected holding period, risk-free interest rates, stock price volatility and dividend yield. The warrants are re-measured each reporting period, and the change in the fair value of the liability is recorded as other income (expense), net, on the consolidated statement of operations until the warrant is exercised or cancelled. |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per share is computed using the weighted average number of common shares outstanding. Diluted net income (loss) per share is computed using the weighted average number of common shares outstanding and potentially dilutive common shares outstanding during the periods. The dilutive effect of outstanding stock options, warrants, and restricted stock awards is reflected in diluted earnings per share by application of the treasury stock method. For purposes of the diluted earnings per share calculation, RSUs, stock options to purchase common stock and warrants to purchase common stock are considered to be dilutive securities. |
Income Taxes | Income Taxes The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The Company must assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not likely, the Company establishes a valuation allowance. Management judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against the net deferred tax assets. The Company recorded a full valuation allowance as of December 31, 2015 and 2014. Based on the available evidence, the Company believes, it is more likely than not that it will not be able to utilize its deferred tax assets in the future. The Company intends to maintain valuation allowances until sufficient evidence exists to support the reversal of such valuation allowances. The Company makes estimates and judgments about its future taxable income that are based on assumptions that are consistent with its plans. Should the actual amounts differ from the Company’s estimates, the carrying value of the Company’s deferred tax assets could be materially impacted. The Company recognizes in the financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company does not believe there are any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is comprised of two components: net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under US GAAP are recorded as an element of stockholders’ equity, but are excluded from net income (loss). Accumulated other comprehensive income in the accompanying consolidated balance sheets includes foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiaries and its changes in pension liabilities. Comprehensive income (loss) is presented net of income tax and the tax impact is immaterial. The components of accumulated other comprehensive income (loss) were as follows (in thousands): December 31, 2015 2014 Accumulated comprehensive income: Foreign currency translation adjustment, net of tax $ 330 $ 298 Change in pension liability in connection with actuarial gain, net of tax 2 (13 ) Total accumulated other comprehensive income $ 332 $ 285 |
ORGANIZATION AND BASIS OF PRE25
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
ORGANIZATION AND BASIS OF PRESENTATION [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | The components of accumulated other comprehensive income (loss) were as follows (in thousands): December 31, 2015 2014 Accumulated comprehensive income: Foreign currency translation adjustment, net of tax $ 330 $ 298 Change in pension liability in connection with actuarial gain, net of tax 2 (13 ) Total accumulated other comprehensive income $ 332 $ 285 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
BALANCE SHEET COMPONENTS [Abstract] | |
Accounts receivable, net | Accounts receivable, net, consisted of the following (in thousands): December 31, 2015 2014 Accounts receivable $ 10,659 $ 8,003 Allowance for doubtful accounts (63 ) (48 ) Total accounts receivable, net $ 10,596 $ 7,955 |
Property and equipment, net | Property and equipment, net consisted of the following (in thousands, except depreciable life): Life December 31, (In years) 2015 2014 Network and laboratory equipment 3 – 5 $ 13,520 $ 11,252 Computer software and equipment 2 – 3 4,207 3,877 Furniture and fixtures 3 – 7 165 165 Office equipment 3 – 5 142 131 Leasehold improvements 1 – 5 316 276 18,350 15,701 Accumulated depreciation and amortization (15,217 ) (13,785 ) Property and equipment, net $ 3,133 $ 1,916 |
Inventories | Inventories consisted of the following (in thousands): December 31, 2015 2014 Raw materials $ 2,379 $ 1,676 Work in process 2,710 1,421 Finished goods 1,791 2,042 Total inventory $ 6,880 $ 5,139 |
Other current liabilities | Other current liabilities consisted of the following (in thousands): December 31, 2015 2014 Amounts billed to the U.S. government in excess of approved rates $ 191 $ 191 Warranty liability 325 334 Customer deposits 342 599 Sales return reserve 490 412 Other 871 1,017 Total other current liabilities $ 2,219 $ 2,553 |
Other long-term liabilities | Other long term liabilities consisted of the following (in thousands): December 31, 2015 2014 Long term deferred income tax $ 318 $ - Long term income taxes payable for unrecognized tax benefits 434 415 Other 160 141 Total other long term liabilities $ 912 $ 556 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
FAIR VALUE MEASUREMENTS [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 December 31, 2015 and 2014 (in thousands): Fair Value Measurements Using Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2015: Assets: Cash equivalents: Money market funds $ 12,364 $ 12,364 $ 12,364 $ 12,364 $ - $ - Current liabilities: Liability warrants $ 39 $ 39 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 in the Black-Scholes option-pricing model: As of December 31, 2015 As of December 31, 2014 Stock price $ 3.04 $ 1.20 Exercise price $ 2.31 $ 2.51 Expected life 1.55 years 2.55 years Risk-free interest rate 0.86 % 1.10 % Volatility 62 % 69 % Fair value per share $ 1.23 $ 0.27 |
Warrants subject to liability accounting | The following table summarizes the warrants subject to liability accounting as of December 31, 2015 and 2014 (in thousands, except share and per share amounts) (see Note 6 – Stockholders’ Equity): Year Ended December 31, 2015 Year Ended December 31, 2014 Holder Original Warrants Adjusted Warrants Grant Date Expiration Date Price per Share Fair Value December 31, 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 31,573 4/7/2010 7/7/2017 $ 2.31 $ 39 $ 8 - $ 31 - $ (7 ) Credit Agreement |
Change in the fair value of level 3 liabilities | The change in the fair value of Level 3 liabilities is as follows (in thousands): Fair value as of December 31, 2013 $ 15 Exercise of warrants - Change in fair value (7 ) Fair value as of December 31, 2014 8 Exercise of warrants - Change in fair value 31 Fair value as of December 31, 2015 $ 39 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
BUSINESS COMBINATIONS [Abstract] | |
Schedule of purchase price allocation | The total purchase price of $4.4 million was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition as follows (in thousands): Tangible assets acquired: Cash and cash equivalents $ 22 Other current assets 55 Property and equipment 22 Restricted cash 67 Others assets 86 Liabilities assumed: Accounts payable (504 ) Accrued compensation (29 ) Other current liabilities (252 ) Other long term liabilities (317 ) Identifiable intangible assets acquired: Developed technology 2,744 IPR&D 383 Goodwill acquired: Goodwill 2,170 Total purchase price $ 4,447 |
Pro forma financial information | The following table presents the unaudited pro forma financial information for the combined entity of GigOptix and Terasquare, as if the acquisition had occurred at the beginning of fiscal 2014 after giving effect to certain purchase accounting adjustments (in thousands, except per share amounts): Years ended December 31, 2015 2014 Net revenue $ 40,394 $ 32,947 Net loss $ (671 ) $ (7,915 ) Net loss per share - basic and diluted $ (0.02 ) $ (0.25 ) |
INTANGIBLE ASSETS, NET AND GO29
INTANGIBLE ASSETS, NET AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INTANGIBLE ASSETS, NET AND GOODWILL [Abstract] | |
Intangible assets | Intangible assets, net consist of the following (in thousands): As of December 31, 2015 As of December 31, 2014 Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Definite-lived intangible assets: Customer relationships 6-8 $ 3,277 $ (2,542 ) $ 735 $ 3,277 $ (2,119 ) $ 1,158 Existing technology 6-7 6,527 (3,386 ) 3,141 3,783 (2,881 ) 902 Patents 5-16 457 (407 ) 50 457 (402 ) 55 Trade name 2-10 659 (438 ) 221 659 (380 ) 279 Total definite-lived intangible assets 10,920 (6,773 ) 4,147 8,176 (5,782 ) 2,394 Indefinite-lived Intangible assets: IPR&D indefinite 383 - 383 - - - Total intangible assets $ 11,303 $ (6,773 ) $ 4,530 $ 8,176 $ (5,782 ) $ 2,394 |
Newly acquired intangibles at acquisition | The amount of newly acquired intangibles at acquisition were comprised of the following (in thousands): Amount Life, in Years Developed technology $ 2,744 7 IPR&D 383 Indefinite Total $ 3,127 |
Amortization of intangible assets | During the year ended December 31, 2015 and 2014, amortization of intangible assets was as follows (in thousands): December 31, 2015 December 31, 2014 Cost of revenue $ 413 $ 413 Research and development expense 98 - Selling, general and administrative expense 480 480 $ 991 $ 893 |
Estimated future amortization expense | Estimated future amortization expense related to definite-lived intangible assets as of December 31, 2015 is as follows (in thousands): Years ending December 31, 2016 $ 1,257 2017 875 2018 451 2019 442 2020 394 Thereafter 728 Total $ 4,147 |
Changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill, net for the years ended December 31, 2014 and 2015 are as follows (in thousands): Amount Balance as of December 31, 2014 $ 10,306 Goodwill adjustment from Tahoe RF acquisition 89 Goodwill addition from Terasquare acquisition 2,170 Balance as of December 31, 2015 $ 12,565 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
STOCKHOLDERS' EQUITY [Abstract] | |
Schedule of Stockholders' equity note, warrants | These provisions are specific to each warrant agreement. Warrants Outstanding as of December 31, Warrants Expired During the Year Ended December 31, Warrants Expired During the Year Ended December 31, Holder Exercise Price per Share Expiration Date 2015 2014 2015 2014 Alliance Advisors LLC $ 1.75 7/20/2014 - - - 25,000 Bridge Bank $ 2.31 7/7/2017 31,573 29,115 - - Warrants issued to investors in connection with the Lumera Merger $ 6.08 1/16/2014 - - - 284,999 Silicon Valley Bank $ 0.73 10/5/2017 4,125 4,125 - - Silicon Valley Bank $ 4.00 4/23/2017 125,000 125,000 - - DBSI Liquidating Trust $ 2.60 4/8/2014 - - - 500,000 DBSI Liquidating Trust $ 3.00 4/8/2015 - 500,000 500,000 - 160,698 658,240 500,000 809,999 |
Schedule of stock-based compensation expense | The following table summarizes the Company’s stock-based compensation expense for fiscal years 2015 and 2014 (in thousands): Years ended December 31, 2015 2014 Cost of revenue $ 387 $ 336 Research and development expense 1,072 1,100 Selling, general and administrative expense 2,389 2,789 Restructuring expense - 9 $ 3,848 $ 4,234 |
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: Years Ended December 31, 2015 2014 Options Weighted-average Exercise Price Weighted-average Remaining Contractual Term, in Years Aggregate Intrinsic Value, in Thousands Options Weighted- average Exercise Price Weighted-average Remaining Contractual Term, in Years Aggregate Intrinsic Value, in Thousands Outstanding, beginning of year 8,801,160 $ 2.35 10,306,671 $ 2.34 Granted - $ - 25,000 $ 1.59 Exercised (226,464 ) $ 1.66 $ 133 (225,678 ) $ 1.02 $ 84 Cancelled and forfeited (656,112 ) $ 2.96 (1,304,833 ) $ 2.47 Balance, end of year 7,918,584 $ 2.32 4.82 $ 7,422 8,801,160 $ 2.35 5.91 $ 483 Vested and exercisable and expected to vest, end of year 7,911,882 $ 2.32 4.82 $ 7,414 8,636,840 $ 2.35 5.88 $ 471 Vested and exercisable, end of year 7,657,263 $ 2.34 4.75 $ 7,073 7,738,685 $ 2.38 5.70 $ 393 |
Summarizes information about options granted and outstanding under our equity incentive plans | The following table summarizes information about options outstanding and exercisable under the Company’s equity incentive plans as of December 31, 2015: Options Outstanding Options Exercisable Number of Shares Outstanding Weighted- average Remaining Contractual Life, in Years Weighted- average Exercise Price Exercisable Weighted- average Exercise Price $ 0.73 - $1.30 2,073,143 3.53 $ 0.98 1,934,152 $ 0.99 $ 1.57 - $2.02 987,774 4.46 $ 1.92 983,058 $ 1.92 $ 2.30 - $2.65 2,869,030 5.20 $ 2.52 2,853,790 $ 2.52 $ 2.70 - $4.00 1,931,446 5.94 $ 2.81 1,829,072 $ 2.81 $ 18.16 - $57.44 57,191 1.26 $ 31.15 57,191 $ 31.15 7,918,584 4.82 $ 2.32 7,657,263 $ 2.34 |
Summary of restricted stock unit activity | The following is a summary of RSU activity for the indicated periods: Years Ended December 31, 2015 2014 Number of Shares Weighted- Average Grant Date Fair Value Weighted- average Remaining Vesting Term, in Years Aggregate Intrinsic Value, in Thousands Number of Shares Weighted- Average Grant Date Fair Value Weighted- average Remaining Vesting Term, in Years Aggregate Intrinsic Value, in Thousands Outstanding, January 1 1,915,858 $ 1.55 3.11 $ 1,990 1,313,801 $ 1.19 1.85 $ 2,010 Granted 4,611,355 1.58 1,954,085 1.67 Released (1,915,992 ) 1.34 (1,176,993 ) 1.35 Forfeited/expired (249,388 ) 1.67 (175,035 ) 1.49 Outstanding, December 31 4,361,833 $ 1.64 2.86 $ 13,260 1,915,858 $ 1.55 3.11 $ 1,990 |
BENEFIT PLANS (Tables)
BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
BENEFIT PLANS [Abstract] | |
Schedule of changes in the benefit obligations and fair value of assets | The following tables summarize changes in the benefit obligation, the plan assets and the funded status of the pension benefit plan as well as the components of net periodic benefit costs, including key assumptions (in thousands). Years ended December 31, Years ended December 31, 2015 2014 Change in projected benefit obligation: Beginning benefit obligation $ 822 $ 648 Service cost 62 29 Interest cost 12 15 Plan participants contributions 23 24 Foreign exchange adjustments (1 ) (84 ) Actuarial loss (gain) (28 ) 190 Transfer in/(out) (109 ) - Ending benefit obligation $ 781 $ 822 Change in plan assets: Beginning fair value of plan assets $ 496 $ 508 Employer contributions 23 24 Plan participants' contributions 23 24 Foreign exchange adjustments 1 (54 ) Expected return on plan assets (2 ) (6 ) Transfer in/(out) (109 ) - Ending fair value of plan assets $ 432 $ 496 Benefits paid $ - $ - |
Schedule of funding status | The following table summarizes the funding status as of December 31, 2015 and 2014 (in thousands): Years ended December 31, 2015 2014 Projected benefit obligation $ (781 ) $ (822 ) Fair value of plan assets 432 496 Funded status of the plan at the end of the year, recorded as a long-term liability $ (349 ) $ (326 ) |
Schedule of net periodic benefit cost | The total net periodic pension cost for the year ending December 31, 2016 is expected to be approximately $61,000. The following are the components of estimated net periodic pension cost in 2016 (in thousands): Year ending December 31, 2016 Service cost (net) $ 58 Interest cost 8 Expected return on plan assets (5 ) Net periodic benefit cost $ 61 The net periodic benefit cost for the plan included the following components (in thousands): Years ended December 31, 2015 2014 Service cost (net) $ 62 $ 29 Interest cost 12 15 Net periodic benefit cost $ 74 $ 44 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
RESTRUCTURING [Abstract] | |
Summary of restructuring activity | The following is a summary of the restructuring activity (in thousands): 2014 Beginning balance $ 30 Charges 343 Uses and adjustments (373 ) Ending balance $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INCOME TAXES [Abstract] | |
Schedule of components of net income (loss) before income taxes | The components of income (loss) before provision for income taxes are as follows (in thousands): Years ended December 31, 2015 2014 United States $ 1,189 $ (5,266 ) International 130 (45 ) Income (loss) before provision for income taxes $ 1,319 $ (5,311 ) |
Schedule of components of provision for (benefit) from income taxes | Components of provision for income taxes are as follows (in thousands): Years ended December 31, 2015 2014 Current United States $ 20 $ 41 International 37 - State 10 13 Total 67 54 Deferred United States - - International - - Total - - Provision for income taxes $ 67 $ 54 |
Schedule of effective income tax rate reconciliation | Provision for income taxes differs from the amount computed by applying the statutory United States federal income tax rate to gain (loss) before taxes as follows: Years ended December 31, 2015 2014 Income tax at the federal statutory rate 34.00 % (34.00 )% State tax, net of federal benefit 0.75 % 0.23 % Foreign tax rate differential (0.51 )% 0.27 % Permanent items and other 1.48 % 0.69 % Change in valuation allowance (30.73 )% 33.75 % Effective tax rate 4.99 % 0.94 % |
Components of net deferred tax assets and liabilities | The components of the net deferred tax assets and liabilities are as follows (in thousands): December 31, 2015 2014 Deferred tax asset (liability), net Net operating losses $ 17,577 $ 20,134 Tax credits 3,051 2,915 Accrued and reserves 2,575 2,063 Foreign deferreds - 3 Fixed assets 824 890 Other 2,222 2,224 Total deferred tax asset 26,249 28,229 Valuation allowance (25,977 ) (27,707 ) Net deferred tax asset 272 522 Intangible assets (590 ) (522 ) Deferred tax liability (590 ) (522 ) Net deferred tax liability $ (318 ) $ - |
Schedule of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Total Balance as of December 31, 2013 $ 2,765 Increases related to current year tax positions 223 Increases related to prior year tax positions 16 Decreases related to prior year tax positions - Balance as of December 31, 2014 3,004 Increases related to current year tax positions 181 Increases related to prior year tax positions - Decreases related to prior year tax positions (94 ) Balance as of December 31, 2015 $ 3,091 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
NET INCOME (LOSS) PER SHARE [Abstract] | |
Computations for basic and diluted net income (loss) per share | The computations for basic and diluted net income (loss) per share are as follows (in thousands, except per share data): Years ended December 31, 2015 2014 Net income (loss) $ 1,249 $ (5,821 ) Weighted average common shares outstanding: Basic 36,624 31,851 Effect of dilutive securities: Stock options 876 - Restricted stock units 612 - Warrants 2 - Diluted 38,114 31,851 Basic net income (loss) per share $ 0.03 $ (0.18 ) Diluted net income (loss) per share $ 0.03 $ (0.18 ) |
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: December 31, 2015 2014 Stock options and RSUs 3,986,961 10,717,018 Common stock warrants 156,573 658,240 Total 4,143,534 11,375,258 |
SEGMENT AND GEOGRAPHIC INFORM35
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
SEGMENT AND GEOGRAPHIC INFORMATION [Abstract] | |
Revenue by geographic region | The following table summarizes revenue by geographic region (in thousands): Years ended December 31, 2015 2014 North America $ 13,468 $ 9,637 Asia 14,125 10,363 Europe 12,143 12,511 Other 658 436 $ 40,394 $ 32,947 |
Revenue by product line | The following table summarizes revenue by product line (in thousands): Years ended December 31, 2015 2014 HSC $ 28,081 $ 22,280 Industrial 12,313 10,667 Total revenue $ 40,394 $ 32,947 |
Long lived assets by country | The following table summarizes long-lived assets by country (in thousands): December 31, 2015 2014 United States $ 2,680 $ 1,687 Switzerland 435 229 Asia 18 - $ 3,133 $ 1,916 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Aggregate non-cancelable future minimum rental payments | Aggregate non-cancelable future minimum lease 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 2016 $ 3 $ 660 2017 3 169 2018 - 73 2019 - 73 2020 and beyond - 61 Total minimum lease payments 6 $ 1,036 Less: Amount representing interest - Total capital lease obligations 6 Less: current portion (3 ) Long-term portion of capital lease obligations $ 3 |
Gross and net book value of capital lease assets | The gross and net book value of the fixed assets purchased under capital lease was as follows (in thousands): As of the years December 31, 2015 2014 Acquired cost $ 1,666 $ 1,666 Accumulated amortization (1,660 ) (1,656 ) Net book value $ 6 $ 10 |
Summary of changes in warranty accrual | The table below summarizes the movement in the warranty accrual, which is included as a component of other current liabilities, for the years ended December 31, 2015 and 2014 (in thousands): December 31, 2015 2014 Balance at January 1 $ 334 $ 330 Warranties accrued 452 492 Warranties settled (461 ) (488 ) Balance at December 31 $ 325 $ 334 |
ORGANIZATION AND BASIS OF PRE37
ORGANIZATION AND BASIS OF PRESENTATION (Details) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)ProductLineCustomerOperatingUnit | Dec. 31, 2014USD ($)Customer | Feb. 28, 2014 |
Organization [Abstract] | ||||
Number of product lines | ProductLine | 2 | |||
Schedule of Investments [Line Items] | ||||
Restricted cash | $ 330,000 | $ 53,000 | ||
Reclassifications [Abstract] | ||||
Current liabilities reclassified to accounts payable | 349,000 | |||
Revenue Recognition [Line Items] | ||||
Percentage of gross margin at which revenue from development projects are recorded | 100.00% | |||
Period of stock rotation | 6 months | |||
Reserve for stock rotations | $ 490,000 | 412,000 | ||
Accounts Receivable and Allowance for Doubtful Accounts [Abstract] | ||||
Accounts receivable, net | 10,596,000 | 7,955,000 | ||
Allowance for doubtful accounts | $ 63,000 | 48,000 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Number of operating units | OperatingUnit | 1 | |||
Impairment of goodwill | $ 0 | 0 | ||
Restricted cash held in escrow account | 53,000 | 53,000 | ||
Foreign currency transaction gain (loss) | $ (32,000) | 47,000 | ||
Product Warranty [Abstract] | ||||
Warranty term | 1 year | |||
Advertising expense | $ 0 | 29,000 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total accumulated other comprehensive income | 332,000 | 285,000 | ||
Terasquare [Member] | ||||
Schedule of Investments [Line Items] | ||||
Aggregate purchase price for all of the shares of the stock | $ 4,400,000 | 4,400,000 | ||
Assumed liabilities | $ 1,100,000 | 1,100,000 | ||
Restricted cash | $ 278,000 | |||
CPqD [Member] | ||||
Schedule of Investments [Line Items] | ||||
Joint venture ownership percentage | 51.00% | 51.00% | ||
Foreign Currency Translation Adjustment, Net of Tax [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total accumulated other comprehensive income | $ 330,000 | 298,000 | ||
Change in Pension Liability in Connection with Actuarial Gain, Net of Tax [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total accumulated other comprehensive income | $ 2,000 | $ (13,000) | ||
Minimum [Member] | ||||
Revenue Recognition [Line Items] | ||||
Stock rotation privileges specified as percentage of net sales | 5.00% | |||
Maximum [Member] | ||||
Revenue Recognition [Line Items] | ||||
Stock rotation privileges specified as percentage of net sales | 10.00% | |||
Leasehold Improvements [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 1 year | |||
Leasehold Improvements [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 5 years | |||
Property and Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 1 year | |||
Property and Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 7 years | |||
GigOptix [Member] | ||||
Schedule of Investments [Line Items] | ||||
Joint venture ownership percentage | 49.00% | 49.00% | ||
Existing Technology [Member] | Terasquare [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible asset useful life | 7 years | |||
Existing Technology [Member] | Minimum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible asset useful life | 6 years | |||
Existing Technology [Member] | Maximum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible asset useful life | 7 years | |||
Patents [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible asset useful life | 16 years | |||
Order Backlog [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible asset useful life | 1 year | |||
Trade Names [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible asset useful life | 10 years | |||
Customer Relationships [Member] | Minimum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible asset useful life | 6 years | |||
Customer Relationships [Member] | Maximum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible asset useful life | 8 years | |||
Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of customers | Customer | 5 | 2 | ||
Accounts Receivable [Member] | Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 20.00% | 20.00% | ||
Accounts Receivable [Member] | Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 19.00% | 16.00% | ||
Accounts Receivable [Member] | Customer Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13.00% | |||
Accounts Receivable [Member] | Customer Four [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 12.00% | |||
Accounts Receivable [Member] | Customer Five [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11.00% | |||
Total Revenue [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of customers | Customer | 4 | 1 | ||
Total Revenue [Member] | Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 23.00% | 25.00% | ||
Total Revenue [Member] | Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 16.00% | |||
Total Revenue [Member] | Customer Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11.00% | |||
Total Revenue [Member] | Customer Four [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10.00% | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting term | 4 years | |||
Restricted Stock [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting term | 1 year | |||
Restricted Stock [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting term | 4 years |
BALANCE SHEET COMPONENTS (Detai
BALANCE SHEET COMPONENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
BALANCE SHEET COMPONENTS [Abstract] | ||
Accounts receivable | $ 10,659,000 | $ 8,003,000 |
Allowance for doubtful accounts | (63,000) | (48,000) |
Accounts receivable, net | 10,596,000 | 7,955,000 |
Property and equipment [Line Items] | ||
Property and equipment, gross | 18,350,000 | 15,701,000 |
Accumulated depreciation and amortization | (15,217,000) | (13,785,000) |
Property and equipment, net | 3,133,000 | 1,916,000 |
Depreciation and amortization expense related to property and equipment | 1,500,000 | 2,100,000 |
Amortization of prepaid licenses | 1,100,000 | 707,000 |
Inventory, net [Abstract] | ||
Raw materials | 2,379,000 | 1,676,000 |
Work in process | 2,710,000 | 1,421,000 |
Finished goods | 1,791,000 | 2,042,000 |
Inventories | 6,880,000 | 5,139,000 |
Other current liabilities [Abstract] | ||
Amounts billed to the U.S. government in excess of approved rates | 191,000 | 191,000 |
Warrants liability | 325,000 | 334,000 |
Customer deposits | 342,000 | 599,000 |
Sales return reserve | 490,000 | 412,000 |
Other | 871,000 | 1,017,000 |
Other current liabilities | 2,219,000 | 2,553,000 |
Other long term liabilities [Abstract] | ||
Long term deferred income tax | 318,000 | 0 |
Long term income taxes payable for unrecognized tax benefits | 434,000 | 415,000 |
Other | 160,000 | 141,000 |
Total other long term liabilities | 912,000 | 556,000 |
Network and Laboratory Equipment [Member] | ||
Property and equipment [Line Items] | ||
Property and equipment, gross | $ 13,520,000 | 11,252,000 |
Network and Laboratory Equipment [Member] | Minimum [Member] | ||
Property and equipment [Line Items] | ||
Life | 3 years | |
Network and Laboratory Equipment [Member] | Maximum [Member] | ||
Property and equipment [Line Items] | ||
Life | 5 years | |
Computer Software and Equipment [Member] | ||
Property and equipment [Line Items] | ||
Property and equipment, gross | $ 4,207,000 | 3,877,000 |
Computer Software and Equipment [Member] | Minimum [Member] | ||
Property and equipment [Line Items] | ||
Life | 2 years | |
Computer Software and Equipment [Member] | Maximum [Member] | ||
Property and equipment [Line Items] | ||
Life | 3 years | |
Furniture and Fixtures [Member] | ||
Property and equipment [Line Items] | ||
Property and equipment, gross | $ 165,000 | 165,000 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property and equipment [Line Items] | ||
Life | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property and equipment [Line Items] | ||
Life | 7 years | |
Office Equipment [Member] | ||
Property and equipment [Line Items] | ||
Property and equipment, gross | $ 142,000 | 131,000 |
Office Equipment [Member] | Minimum [Member] | ||
Property and equipment [Line Items] | ||
Life | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property and equipment [Line Items] | ||
Life | 5 years | |
Leasehold Improvements [Member] | ||
Property and equipment [Line Items] | ||
Property and equipment, gross | $ 316,000 | $ 276,000 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property and equipment [Line Items] | ||
Life | 1 year | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property and equipment [Line Items] | ||
Life | 5 years |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 10, 2015 | Dec. 24, 2013 | Jul. 07, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 16, 2014 |
Class of Warrant or Right [Line Items] | ||||||||
Additional equity shares issued (in shares) | 10,643,000 | 9,573,750 | 2,760,000 | |||||
Share price of additional equity offering (in dollars per share) | $ 1.70 | $ 1.42 | $ 1.75 | $ 3.04 | ||||
Fair value assumptions [Abstract] | ||||||||
Stock price (in dollars per share) | 3.04 | $ 1.20 | ||||||
Exercise price (in dollars per share) | 2.31 | 2.51 | ||||||
Expected life | 1 year 6 months 18 days | 2 years 6 months 18 days | ||||||
Risk-free interest rate | 0.86% | 1.10% | ||||||
Volatility | 62.00% | 69.00% | ||||||
Fair value per share (in dollars per share) | $ 1.23 | $ 0.27 | ||||||
Warrants subject to liability accounting [Abstract] | ||||||||
Adjusted warrants (in shares) | 160,698 | 658,240 | ||||||
Price per share (in dollars per share) | $ 5.25 | $ 8.50 | ||||||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||||||||
Cash equivalents [Abstract] | ||||||||
Cash equivalents | $ 12,364 | $ 12,360 | ||||||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ||||||||
Cash equivalents [Abstract] | ||||||||
Cash equivalents | 12,364 | 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 | ||||||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Cash equivalents [Abstract] | ||||||||
Cash equivalents | 0 | 0 | ||||||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member] | ||||||||
Cash equivalents [Abstract] | ||||||||
Cash equivalents | 0 | 0 | ||||||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Liability Warrants [Member] | ||||||||
Current liabilities [Abstract] | ||||||||
Liability warrants | 0 | 0 | ||||||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Cash equivalents [Abstract] | ||||||||
Cash equivalents | 0 | 0 | ||||||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member] | ||||||||
Cash equivalents [Abstract] | ||||||||
Cash equivalents | 0 | 0 | ||||||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Liability Warrants [Member] | ||||||||
Current liabilities [Abstract] | ||||||||
Liability warrants | 39 | 8 | ||||||
Carrying Value [Member] | Recurring [Member] | ||||||||
Cash equivalents [Abstract] | ||||||||
Cash equivalents | 12,364 | 12,360 | ||||||
Carrying Value [Member] | Recurring [Member] | Money Market Funds [Member] | ||||||||
Cash equivalents [Abstract] | ||||||||
Cash equivalents | 12,364 | 12,360 | ||||||
Carrying Value [Member] | Recurring [Member] | Liability Warrants [Member] | ||||||||
Current liabilities [Abstract] | ||||||||
Liability warrants | 39 | 8 | ||||||
Liability Warrants [Member] | ||||||||
Warrants subject to liability accounting [Abstract] | ||||||||
Fair value | $ 39 | $ 15 | $ 39 | $ 8 | ||||
Exercise of warrants | 0 | 0 | ||||||
Change in fair value | 31 | (7) | ||||||
Change in fair value of Level 3 liability warrants [Roll Forward] | ||||||||
Fair value, beginning of period | 8 | 15 | ||||||
Exercise of warrants | 0 | 0 | ||||||
Change in fair value | 31 | (7) | ||||||
Fair value, end of period | $ 39 | 8 | ||||||
Bridge Bank Warrant [Member] | ||||||||
Warrants subject to liability accounting [Abstract] | ||||||||
Holder | Bridge Bank | |||||||
Original warrants (in shares) | 20,000 | |||||||
Adjusted warrants (in shares) | 31,573 | 29,115 | ||||||
Grant date | Apr. 7, 2010 | |||||||
Expiration date | Jul. 7, 2017 | |||||||
Price per share (in dollars per share) | $ 2.31 | |||||||
Fair value | $ 39 | 8 | $ 39 | $ 8 | ||||
Exercise of warrants | 0 | 0 | ||||||
Change in fair value | $ 31 | (7) | ||||||
Related agreement | Credit Agreement | |||||||
Change in fair value of Level 3 liability warrants [Roll Forward] | ||||||||
Fair value, beginning of period | $ 8 | |||||||
Exercise of warrants | 0 | 0 | ||||||
Change in fair value | 31 | (7) | ||||||
Fair value, end of period | $ 39 | $ 8 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 29, 2015USD ($) | Dec. 31, 2015USD ($)Employee$ / shares | Dec. 31, 2014USD ($)Employee$ / shares | Sep. 30, 2015USD ($) | |
Goodwill acquired [Abstract] | ||||
Goodwill | $ 12,565,000 | $ 10,306,000 | ||
Business acquisition, proforma financial information [Abstract] | ||||
Net revenue | 40,394,000 | 32,947,000 | ||
Net loss | $ (671,000) | $ (7,915,000) | ||
Net loss per share - basic and diluted (in dollars per share) | $ / shares | $ (0.02) | $ (0.25) | ||
Other Current Liabilities [Member] | ||||
Business acquisition, proforma financial information [Abstract] | ||||
Accrued bonuses noncurrent | $ 75,000 | |||
Other Long-Term Liabilities [Member] | ||||
Business acquisition, proforma financial information [Abstract] | ||||
Accrued bonuses noncurrent | 89,000 | |||
Tahoe RF [Member] | ||||
Goodwill acquired [Abstract] | ||||
Goodwill | $ 535,000 | |||
Business acquisition, proforma financial information [Abstract] | ||||
Liabilities incurred | $ 446,000 | |||
Number of employees added as part of acquisition | Employee | 10 | |||
Liabilities incurred maximum | 254,000 | $ 254,000 | ||
Retention bonus payable, during the period July 2016 through July 2020 | $ 70,000 | |||
Liabilities assumed - current | $ 20,000 | |||
Tax and legal expenses | 89,000 | |||
Bonus payable to employees | $ 128,000 | |||
Number of employees remaining and payable retention bonus | Employee | 8 | |||
Terasquare [Member] | ||||
Business Acquisition [Line Items] | ||||
Assumed liabilities | $ 1,100,000 | $ 1,100,000 | ||
Tangible assets acquired [Abstract] | ||||
Cash and cash equivalents | 22,000 | |||
Other current assets | 55,000 | |||
Property and equipment | 22,000 | |||
Restricted cash | 67,000 | |||
Other assets | 86,000 | |||
Liabilities assumed [Abstract] | ||||
Accounts payable | (504,000) | |||
Accrued compensation | (29,000) | |||
Other current liabilities | (252,000) | |||
Other long-term liabilities | (317,000) | |||
Goodwill acquired [Abstract] | ||||
Goodwill | 2,170,000 | |||
Total purchase price | 4,447,000 | |||
Terasquare [Member] | Developed Technology [Member] | ||||
Identifiable intangible assets acquired [Abstract] | ||||
Intangible assets | 2,744,000 | |||
Terasquare [Member] | IPR&D [Member] | ||||
Identifiable intangible assets acquired [Abstract] | ||||
Intangible assets | $ 383,000 |
INTANGIBLE ASSETS, NET AND GO41
INTANGIBLE ASSETS, NET AND GOODWILL (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Gross | $ 10,920 | $ 8,176 | |
Definite-lived intangible assets, Accumulated Amortization | (6,773) | (5,782) | |
Definite-lived intangible assets, Net | 4,147 | 2,394 | |
Amortization of intangible assets | 991 | 893 | |
Intangible Assets, Net [Abstract] | |||
Total intangible assets, Gross | 11,303 | 8,176 | |
Definite-lived intangible assets, Accumulated Amortization | (6,773) | (5,782) | |
Total intangible assets, Net | 4,530 | 2,394 | |
Cost of Revenue [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Amortization of intangible assets | 413 | 413 | |
Research and Development Expense [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Amortization of intangible assets | 98 | 0 | |
Selling, General and Administrative Expenses [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Amortization of intangible assets | 480 | 480 | |
Customer Relationships [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Gross | 3,277 | 3,277 | |
Definite-lived intangible assets, Accumulated Amortization | (2,542) | (2,119) | |
Definite-lived intangible assets, Net | 735 | 1,158 | |
Intangible Assets, Net [Abstract] | |||
Definite-lived intangible assets, Accumulated Amortization | (2,542) | (2,119) | |
Existing Technology [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Gross | 6,527 | 3,783 | |
Definite-lived intangible assets, Accumulated Amortization | (3,386) | (2,881) | |
Definite-lived intangible assets, Net | 3,141 | 902 | |
Intangible Assets, Net [Abstract] | |||
Definite-lived intangible assets, Accumulated Amortization | (3,386) | (2,881) | |
Patents [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Gross | 457 | 457 | |
Definite-lived intangible assets, Accumulated Amortization | (407) | (402) | |
Definite-lived intangible assets, Net | 50 | 55 | |
Intangible Assets, Net [Abstract] | |||
Definite-lived intangible assets, Accumulated Amortization | $ (407) | (402) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired, Life | 16 years | ||
Trade Name [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Gross | $ 659 | 659 | |
Definite-lived intangible assets, Accumulated Amortization | (438) | (380) | |
Definite-lived intangible assets, Net | 221 | 279 | |
Intangible Assets, Net [Abstract] | |||
Definite-lived intangible assets, Accumulated Amortization | $ (438) | (380) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired, Life | 10 years | ||
Minimum [Member] | Customer Relationships [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Life | 6 years | ||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired, Life | 6 years | ||
Minimum [Member] | Existing Technology [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Life | 6 years | ||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired, Life | 6 years | ||
Minimum [Member] | Patents [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Life | 5 years | ||
Minimum [Member] | Trade Name [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Life | 2 years | ||
Maximum [Member] | Customer Relationships [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Life | 8 years | ||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired, Life | 8 years | ||
Maximum [Member] | Existing Technology [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Life | 7 years | ||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired, Life | 7 years | ||
Maximum [Member] | Patents [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Life | 16 years | ||
Maximum [Member] | Trade Name [Member] | |||
Definite-lived intangible assets [Abstract] | |||
Definite-lived intangible assets, Life | 10 years | ||
IPR&D [Member] | |||
Indefinite-lived Intangible assets [Abstract] | |||
Indefinite-lived Intangible assets | $ 383 | $ 0 | |
Terasquare [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired, Amount | $ 3,127 | ||
Terasquare [Member] | Existing Technology [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired, Amount | $ 2,744 | ||
Finite-lived intangible assets acquired, Life | 7 years | ||
Terasquare [Member] | IPR&D [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired, Amount | $ 383 |
INTANGIBLE ASSETS, NET AND GO42
INTANGIBLE ASSETS, NET AND GOODWILL, Schedule of Acquired Finite-Lived Intangible Asset by Major Class (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Future amortization expense [Abstract] | |||
2,016 | $ 1,257,000 | ||
2,017 | 875,000 | ||
2,018 | 451,000 | ||
2,019 | 442,000 | ||
2,020 | 394,000 | ||
Thereafter | 728,000 | ||
Total | 4,147,000 | $ 2,394,000 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning balance | 10,306,000 | ||
Goodwill, Ending balance | 12,565,000 | 10,306,000 | |
Business Combination, Additional Disclosures [Abstract] | |||
Impairment of goodwill | 0 | $ 0 | |
Tahoe RF [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill acquired due to acquisition | 89,000 | ||
Terasquare [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill acquired due to acquisition | 2,170,000 | ||
Goodwill, Ending balance | $ 2,170,000 | ||
Business Combination, Additional Disclosures [Abstract] | |||
Total purchase price | 4,400,000 | 4,400,000 | |
Assumed liabilities | $ 1,100,000 | $ 1,100,000 |
CREDIT FACILITIES (Details)
CREDIT FACILITIES (Details) - Line of Credit - Silicon Valley Bank [Member] - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | |
May. 07, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 7 | ||
Borrowing base percentage used for maximum borrowing capacity | 80.00% | ||
Debt instrument, increase in default interest rate | 5.00% | 3.00% | |
Loan agreement expiration date | May 6, 2016 | ||
Amount outstanding | $ 0 | $ 0 | |
Prime Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, applicable interest rate | 0.60% | 0.40% |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | Sep. 10, 2015 | Aug. 21, 2015 | Dec. 24, 2013 | Jul. 07, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 16, 2014 | Nov. 30, 2014 | Jan. 06, 2012 | Dec. 31, 2008 |
Public Offering [Abstract] | ||||||||||
Equity shares issued (in shares) | 10,643,000 | 9,573,750 | 2,760,000 | |||||||
Public offering price per share (in dollars per share) | $ 1.70 | $ 1.42 | $ 1.75 | $ 3.04 | ||||||
Proceeds from public offering of stock, net | $ 16,500,000 | $ 16,450,000 | $ 0 | |||||||
Proceeds from public offering of stock, gross | 16,900,000 | |||||||||
Legal, accounting, registration and other transaction costs related to the public offering | $ 420,000 | |||||||||
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 | 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 | 1.00% | |||||||||
Preferred stock, voting rights | Each share of preferred stock has voting rights equal to one thousand shares of common stock | |||||||||
Public Offering [Member] | ||||||||||
Public Offering [Abstract] | ||||||||||
Equity shares issued (in shares) | 9,218,000 | |||||||||
Public offering price per share (in dollars per share) | $ 1.70 | |||||||||
Common and preferred stock [Abstract] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||||||
Secondary Public Offering [Member] | ||||||||||
Public Offering [Abstract] | ||||||||||
Equity shares issued (in shares) | 282,000 | |||||||||
Public offering price per share (in dollars per share) | $ 1.70 | |||||||||
Overallotment [Member] | ||||||||||
Public Offering [Abstract] | ||||||||||
Equity shares issued (in shares) | 1,425,000 | |||||||||
Period for grant option to purchase common stock | 30 days | |||||||||
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 | |||||||||
Common and preferred stock [Abstract] | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 |
STOCKHOLDERS' EQUITY, Warrants
STOCKHOLDERS' EQUITY, Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 16, 2014 | |
Class of Warrant or Right [Line Items] | |||
Exercise price per share (in dollars per share) | $ 5.25 | $ 8.50 | |
Warrants outstanding (in shares) | 160,698 | 658,240 | |
Number of warrants expired (in shares) | 500,000 | 809,999 | |
Alliance Advisors LLC [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per share (in dollars per share) | $ 1.75 | ||
Expiration Date | Jul. 20, 2014 | ||
Warrants outstanding (in shares) | 0 | 0 | |
Number of warrants expired (in shares) | 0 | 25,000 | |
Bridge Bank [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per share (in dollars per share) | $ 2.31 | ||
Expiration Date | Jul. 7, 2017 | ||
Warrants outstanding (in shares) | 31,573 | 29,115 | |
Number of warrants expired (in shares) | 0 | 0 | |
Warrants Issued to Investors in Connection with the Lumera Merger II [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per share (in dollars per share) | $ 6.08 | ||
Expiration Date | Jan. 16, 2014 | ||
Warrants outstanding (in shares) | 0 | 0 | |
Number of warrants expired (in shares) | 0 | 284,999 | |
Silicon Valley Bank I [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per share (in dollars per share) | $ 0.73 | ||
Expiration Date | Oct. 5, 2017 | ||
Warrants outstanding (in shares) | 4,125 | 4,125 | |
Number of warrants expired (in shares) | 0 | 0 | |
Silicon Valley Bank II [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per share (in dollars per share) | $ 4 | ||
Expiration Date | Apr. 23, 2017 | ||
Warrants outstanding (in shares) | 125,000 | 125,000 | |
Number of warrants expired (in shares) | 0 | 0 | |
DBSI Liquidating Trust I [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per share (in dollars per share) | $ 2.60 | ||
Expiration Date | Apr. 8, 2014 | ||
Warrants outstanding (in shares) | 0 | 0 | |
Number of warrants expired (in shares) | 0 | 500,000 | |
DBSI Liquidating Trust II [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per share (in dollars per share) | $ 3 | ||
Expiration Date | Apr. 8, 2015 | ||
Warrants outstanding (in shares) | 0 | 500,000 | |
Number of warrants expired (in shares) | 500,000 | 0 |
STOCKHOLDERS' EQUITY, Allocatio
STOCKHOLDERS' EQUITY, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock based compensation expense | $ 3,848 | $ 4,234 |
Cost of Revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock based compensation expense | 387 | 336 |
Research and Development Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock based compensation expense | 1,072 | 1,100 |
Selling, General and Administrative Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock based compensation expense | 2,389 | 2,789 |
Restructuring Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock based compensation expense | $ 0 | $ 9 |
STOCKHOLDERS' EQUITY, Share-bas
STOCKHOLDERS' EQUITY, Share-based Compensation Arrangements by Share-based Payment Award (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 10, 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) | 160,698 | 658,240 | |||||
Stock price (in dollars per share) | $ 3.04 | $ 1.70 | $ 1.42 | $ 1.75 | |||
Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Unrecognized compensation expense | $ 245,000 | ||||||
Weighted average period of recognition for unrecognized compensation cost | 9 months 29 days | ||||||
Stock options activity, number of shares [Roll Forward] | |||||||
Outstanding, beginning of year (in shares) | 8,801,160 | 10,306,671 | |||||
Granted (in shares) | 0 | 25,000 | |||||
Exercised (in shares) | (226,464) | (225,678) | |||||
Cancelled and forfeited (in shares) | (656,112) | (1,304,833) | |||||
Outstanding, ending balance (in shares) | 7,918,584 | 8,801,160 | 10,306,671 | ||||
Vested and exercisable and expected to vest (in shares) | 7,911,882 | 8,636,840 | |||||
Vested and exercisable (in shares) | 7,657,263 | 7,738,685 | |||||
Stock option activity, weighted-average exercise price [Roll Forward] | |||||||
Weighted average exercise price, beginning balance (in dollars per shares) | $ 2.35 | $ 2.34 | |||||
Weighted average exercise price, granted (in dollars per shares) | 0 | 1.59 | |||||
Weighted average exercise price, exercised (in dollars per shares) | 1.66 | 1.02 | |||||
Weighted average exercise price, forfeited/expired (in dollars per shares) | 2.96 | 2.47 | |||||
Weighted average exercise price, ending balance (in dollars per shares) | 2.32 | 2.35 | $ 2.34 | ||||
Weighted average exercise price, vested and expected to vest (in dollars per share) | 2.32 | 2.35 | |||||
Weighted average exercise price, exercisable (in dollars per share) | $ 2.34 | $ 2.38 | |||||
Weighted average remaining contractual term [Abstract] | |||||||
Weighted average remaining contractual term, ending balance | 4 years 9 months 25 days | 5 years 10 months 28 days | |||||
Weighted average remaining contractual term, expected to vest | 4 years 9 months 25 days | 5 years 10 months 17 days | |||||
Weighted average remaining contractual term, exercisable | 4 years 9 months | 5 years 8 months 12 days | |||||
Aggregate Intrinsic Value [Abstract] | |||||||
Aggregate intrinsic value, exercised | $ 133,000 | $ 84,000 | |||||
Aggregate intrinsic value, outstanding | 7,422,000 | 483,000 | |||||
Aggregate intrinsic value, vested and expected to vest | 7,414,000 | 471,000 | |||||
Aggregate intrinsic value, exercisable | $ 7,073,000 | 393,000 | |||||
Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total grant-date fair value | $ 28,000 | ||||||
Stock options activity, number of shares [Roll Forward] | |||||||
Granted (in shares) | 0 | 25,000 | |||||
Restricted stock activity, Weighted Average Grant Date Fair Value [Roll Forward] | |||||||
Granted (in dollars per share) | $ 1.10 | ||||||
Restricted Stock [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Restricted Stock [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total grant-date fair value | $ 7,300,000 | $ 3,300,000 | |||||
Unrecognized compensation expense | $ 6,200,000 | ||||||
Weighted average period of recognition for unrecognized compensation cost | 2 years 10 months 10 days | ||||||
Stock options activity, number of shares [Roll Forward] | |||||||
Granted (in shares) | 4,611,355 | 1,954,085 | |||||
Restricted stock activity, number of shares [Roll Forward] | |||||||
Outstanding, beginning of period (in shares) | 1,915,858 | 1,313,801 | |||||
Granted (in shares) | 4,611,355 | 1,954,085 | |||||
Released (in shares) | (1,915,992) | (1,176,993) | |||||
Forfeited/expired (in shares) | (249,388) | (175,035) | |||||
Outstanding, end of period (in shares) | 4,361,833 | 1,915,858 | 1,313,801 | ||||
Restricted stock activity, Weighted Average Grant Date Fair Value [Roll Forward] | |||||||
Outstanding, beginning of period (in dollars per share) | $ 1.55 | $ 1.19 | |||||
Granted (in dollars per share) | 1.58 | 1.67 | |||||
Released (in dollars per share) | 1.34 | 1.35 | |||||
Forfeited/expired (in dollars per share) | 1.67 | 1.49 | |||||
Outstanding, end of period (in dollars per share) | $ 1.64 | $ 1.55 | $ 1.19 | ||||
Restricted stock activity, Weighted-average Remaining Contractual Term, Years [Abstract] | |||||||
Weighted-average Remaining Vesting Term | 2 years 10 months 10 days | 3 years 1 month 10 days | 1 year 10 months 6 days | ||||
Restricted stock activity, Aggregate Intrinsic Value [Roll Forward] | |||||||
Aggregate intrinsic value outstanding beginning balance | $ 1,990,000 | $ 2,010,000 | |||||
Aggregate intrinsic value outstanding ending balance | 13,260,000 | $ 1,990,000 | $ 2,010,000 | ||||
Aggregate intrinsic value of vested and expected to vest awards | $ 3,668,000 | ||||||
Shares withheld to satisfy minimum tax obligation (in shares) | 676,145 | ||||||
Amount withheld to satisfy minimum tax obligation | $ 1,287,000 | ||||||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
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 | ||||||
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) | 375,763 | ||||||
2007 Equity Incentive Plan [Member] | Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants outstanding (in shares) | 4,125 | ||||||
2008 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | 18,280,238 | 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 | 5.00% | ||||||
Automatic increase in number of shares reserved for future issuance (in shares) | 1,655,604 | ||||||
2008 Equity Incentive Plan [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | 21,000,000 | ||||||
2008 Equity Incentive Plan [Member] | Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options and restricted stock units outstanding (in shares) | 11,847,463 | ||||||
Vesting period | 4 years | ||||||
Cliff vesting per year | 25.00% | ||||||
Life from date of grant | 10 years | ||||||
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 | 100.00% | ||||||
2008 Equity Incentive Plan [Member] | Restricted Stock [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
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) | 1,489,996 | ||||||
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 | 9 months | ||||||
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] | 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 | 110.00% | ||||||
Lumera 2000 and 2004 Stock Option Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Merger conversion ratio | 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 |
STOCKHOLDERS' EQUITY, Shares Au
STOCKHOLDERS' EQUITY, Shares Authorized under Stock Option Plans, by Exercise Price Range (Details) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Range $0.73 - $1.30 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ 0.73 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 1.30 |
Options Outstanding, Number of Shares Outstanding (in shares) | shares | 2,073,143 |
Options Outstanding ,Weighted Average Remaining Contractual Life (in years) | 3 years 6 months 11 days |
Options Outstanding ,Weighted Average Exercise Price (in dollars per share) | $ 0.98 |
Options Exercisable, Number of Shares Exercisable (in shares) | shares | 1,934,152 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 0.99 |
Range $1.57 - $2.02 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 1.57 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 2.02 |
Options Outstanding, Number of Shares Outstanding (in shares) | shares | 987,774 |
Options Outstanding ,Weighted Average Remaining Contractual Life (in years) | 4 years 5 months 16 days |
Options Outstanding ,Weighted Average Exercise Price (in dollars per share) | $ 1.92 |
Options Exercisable, Number of Shares Exercisable (in shares) | shares | 983,058 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 1.92 |
Range $2.30 - $2.65 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 2.30 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 2.65 |
Options Outstanding, Number of Shares Outstanding (in shares) | shares | 2,869,030 |
Options Outstanding ,Weighted Average Remaining Contractual Life (in years) | 5 years 2 months 12 days |
Options Outstanding ,Weighted Average Exercise Price (in dollars per share) | $ 2.52 |
Options Exercisable, Number of Shares Exercisable (in shares) | shares | 2,853,790 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 2.52 |
Range $2.70 - $4.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 2.70 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 4 |
Options Outstanding, Number of Shares Outstanding (in shares) | shares | 1,931,446 |
Options Outstanding ,Weighted Average Remaining Contractual Life (in years) | 5 years 11 months 8 days |
Options Outstanding ,Weighted Average Exercise Price (in dollars per share) | $ 2.81 |
Options Exercisable, Number of Shares Exercisable (in shares) | shares | 1,829,072 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 2.81 |
Range $18.16 - $57.44 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 18.16 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 57.44 |
Options Outstanding, Number of Shares Outstanding (in shares) | shares | 57,191 |
Options Outstanding ,Weighted Average Remaining Contractual Life (in years) | 1 year 3 months 4 days |
Options Outstanding ,Weighted Average Exercise Price (in dollars per share) | $ 31.15 |
Options Exercisable, Number of Shares Exercisable (in shares) | shares | 57,191 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 31.15 |
Range $0.73 - $57.44 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Options Outstanding, Number of Shares Outstanding (in shares) | shares | 7,918,584 |
Options Outstanding ,Weighted Average Remaining Contractual Life (in years) | 4 years 9 months 25 days |
Options Outstanding ,Weighted Average Exercise Price (in dollars per share) | $ 2.32 |
Options Exercisable, Number of Shares Exercisable (in shares) | shares | 7,657,263 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 2.34 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Change in projected benefit obligation [Roll Forward] | ||||
Beginning benefit obligation | $ 822,000 | $ 648,000 | ||
Service cost | 62,000 | 29,000 | ||
Interest cost | 12,000 | 15,000 | ||
Plan participants contributions | 23,000 | 24,000 | ||
Foreign exchange adjustments | (1,000) | (84,000) | ||
Actuarial loss (gain) | (28,000) | 190,000 | ||
Transfer in/(out) | (109,000) | 0 | ||
Ending benefit obligation | 781,000 | 822,000 | ||
Change in plan assets [Roll Forward] | ||||
Beginning fair value of plan assets | 496,000 | 508,000 | ||
Employer contributions | 23,000 | 24,000 | ||
Plan participants contributions | 23,000 | 24,000 | ||
Foreign exchange adjustments | 1,000 | (54,000) | ||
Expected return on plan assets | (2,000) | (6,000) | ||
Transfer in/(out) | (109,000) | 0 | ||
Ending fair value of plan assets | 432,000 | 496,000 | ||
Benefits paid | 0 | 0 | ||
Funded status of plan [Abstract] | ||||
Projected benefit obligation | (822,000) | (648,000) | $ (781,000) | $ (822,000) |
Fair value of plan assets | 496,000 | $ 508,000 | 432,000 | 496,000 |
Funded status of the plan at the end of the year, recorded as a long-term liability | $ (349,000) | $ (326,000) | ||
Defined benefit plan expected net periodic pension cost in next fiscal year | 61,000 | |||
Expected net periodic benefit cost [Abstract] | ||||
Service cost (net) | 58,000 | |||
Interest cost | 8,000 | |||
Expected return on plan assets | (5,000) | |||
Net periodic benefit cost | $ 61,000 | |||
Benefit obligation discount rate | 1.00% | |||
Benefit obligation rate of compensation increase | 2.00% | |||
Benefit obligation expected return on assets | 1.00% | |||
Minimum interest rate on old age savings accounts as per Swiss pension law | 1.25% | |||
Benefit cost discount rate | 1.50% | |||
Benefit cost rate of compensation increase | 2.00% | |||
Benefit cost expected return on assets | 1.50% | |||
Net periodic benefit cost [Abstract] | ||||
Service cost (net) | $ 62,000 | $ 29,000 | ||
Interest cost | 12,000 | 15,000 | ||
Net periodic benefit cost | 74,000 | 44,000 | ||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer anticipated contributions to the plan in next fiscal year | 22,000 | |||
Defined Contribution Plan Disclosure [Line Items] | ||||
Matching contribution by company | 71,000 | $ 65,000 | ||
Terasquare Korea Defined Contribution Plan [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Matching contribution by company | 12,000 | |||
Israel Restructuring Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Cash surrender value of life insurance | $ 10,000 | |||
Employee severance costs | $ 0 | |||
Severance liability | 12,000 | |||
Severance assets | $ 10,000 |
RESTRUCTURING (Details)
RESTRUCTURING (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 28, 2014 | Jun. 29, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0 | $ 343,000 | ||
Summary of restructuring activity [Roll forward] | ||||
Beginning balance | 0 | 30,000 | ||
Charges | 343,000 | |||
Uses and adjustments | (373,000) | |||
Ending balance | 0 | |||
Bothell Washington Facility [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 36,000 | $ 307,000 | $ 0 | $ 0 |
Other Restructuring [Member] | Bothell Washington Facility [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 43,000 | |||
Facility Closing [Member] | Bothell Washington Facility [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 210,000 | |||
Employee Severance [Member] | Bothell Washington Facility [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 45,000 | |||
RSUs [Member] | Bothell Washington Facility [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 9,000 |
INVESTMENT IN UNCONSOLIDATED 51
INVESTMENT IN UNCONSOLIDATED AFFILIATE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 28, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 28, 2014 | |
Schedule of Investments [Line Items] | ||||
Inventory | $ 6,880,000 | $ 5,139,000 | ||
Property and equipment | 3,133,000 | 1,916,000 | ||
Loss attributable to affiliate | $ 3,000 | 456,000 | ||
CPqD [Member] | ||||
Schedule of Investments [Line Items] | ||||
Joint venture ownership percentage | 51.00% | 51.00% | ||
BrP [Member] | ||||
Schedule of Investments [Line Items] | ||||
Inventory | $ 245,000 | |||
Property and equipment | 211,000 | |||
Additional capital contribution | $ 3,000 | |||
Investment in affiliate | $ 459,000 | |||
Loss attributable to affiliate | (3,000) | $ (456,000) | ||
Written down value in investment in unconsolidated affiliate | $ 0 | |||
GigOptix, Inc. [Member] | ||||
Schedule of Investments [Line Items] | ||||
Joint venture ownership percentage | 49.00% | 49.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Components of net loss before income taxes [Abstract] | ||
United States | $ 1,189,000 | $ (5,266,000) |
International | 130,000 | (45,000) |
Income (loss) before provision for income taxes | 1,319,000 | (5,311,000) |
Current [Abstract] | ||
United States | 20,000 | 41,000 |
International | 37,000 | 0 |
State | 10,000 | 13,000 |
Total | 67,000 | 54,000 |
Deferred [Abstract] | ||
United States | 0 | 0 |
International | 0 | 0 |
Total | 0 | 0 |
Provision for income taxes | $ 67,000 | $ 54,000 |
Effective income tax rate reconciliation [Abstract] | ||
Income tax at the federal statutory rate | 34.00% | (34.00%) |
State tax, net of federal benefit | 0.75% | 0.23% |
Foreign tax rate differential | (0.51%) | 0.27% |
Permanent items and other | 1.48% | 0.69% |
Change in valuation allowance | (30.73%) | 33.75% |
Effective tax rate | 4.99% | 0.94% |
Deferred tax asset (liability), net [Abstract] | ||
Net operating losses | $ 17,577,000 | $ 20,134,000 |
Tax credits | 3,051,000 | 2,915,000 |
Accrued and reserves | 2,575,000 | 2,063,000 |
Foreign deferreds | 0 | 3,000 |
Fixed assets | 824,000 | 890,000 |
Other | 2,222,000 | 2,224,000 |
Total deferred tax asset | 26,249,000 | 28,229,000 |
Valuation allowance | (25,977,000) | (27,707,000) |
Net deferred tax asset | 272,000 | 522,000 |
Intangible assets | (590,000) | (522,000) |
Deferred tax liability | (590,000) | (522,000) |
Net deferred tax liability | (318,000) | 0 |
Valuation allowance change in amount | (1,900,000) | 120,000 |
Income Tax Uncertainties [Abstract] | ||
Accrued interest or penalties | 14,000 | 12,000 |
Unrecognized tax benefits that would impact effective tax rate | 3,100,000 | |
Income taxes payable | 434,000 | 415,000 |
Reconciliation amount of unrecognized tax benefits [Roll Forward] | ||
Balance at the Beginning | 3,004,000 | 2,765,000 |
Increases related to current year tax positions | 181,000 | 223,000 |
Increases related to prior year tax positions | 0 | 16,000 |
Decreases related to prior year tax positions | (94,000) | 0 |
Balance at the Ending | 3,091,000 | $ 3,004,000 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 40,700,000 | |
Operating loss carryforwards expiration dates | Dec. 31, 2027 | |
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward | $ 3,700,000 | |
Tax credit carryforward expiration dates | Dec. 31, 2035 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 19,900,000 | |
Operating loss carryforwards expiration dates | Dec. 31, 2028 | |
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward | $ 3,600,000 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 13,300,000 |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
NET INCOME (LOSS) PER SHARE [Abstract] | ||
Net income (loss) | $ 1,249 | $ (5,821) |
Weighted average common shares outstanding [Abstract] | ||
Basic (in shares) | 36,624,000 | 31,851,000 |
Effect of dilutive securities [Abstract] | ||
Stock options (in shares) | 876,000 | 0 |
Restricted stock units (in shares) | 612,000 | 0 |
Warrants (in shares) | 2,000 | 0 |
Diluted (in shares) | 38,114,000 | 31,851,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.03 | $ (0.18) |
Diluted net income (loss) per share (in dollars per share) | $ 0.03 | $ (0.18) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding anti-dilutive securities (in shares) | 4,143,534 | 11,375,258 |
Stock Options and RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding anti-dilutive securities (in shares) | 3,986,961 | 10,717,018 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding anti-dilutive securities (in shares) | 156,573 | 658,240 |
SEGMENT AND GEOGRAPHIC INFORM54
SEGMENT AND GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 40,394 | $ 32,947 |
Long-lived assets | 3,133 | 1,916 |
HSC [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 28,081 | 22,280 |
Industrial (ASIC) [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 12,313 | $ 10,667 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic region | 30.00% | 26.00% |
Italy [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic region | 25.00% | 33.00% |
Hong Kong [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic region | 18.00% | |
Taiwan [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue by geographic region | 11.00% | |
Reportable Geographical Components [Member] | North America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 13,468 | $ 9,637 |
Reportable Geographical Components [Member] | Asia [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 14,125 | 10,363 |
Long-lived assets | 18 | 0 |
Reportable Geographical Components [Member] | Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 12,143 | 12,511 |
Reportable Geographical Components [Member] | Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 658 | 436 |
Reportable Geographical Components [Member] | United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 2,680 | 1,687 |
Reportable Geographical Components [Member] | Switzerland [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 435 | $ 229 |
COMMITMENTS AND CONTINGENCIES55
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
Facilities rent expense | $ 494,000 | $ 458,000 |
Aggregate non-cancelable future minimum rental payments under capital leases [Abstract] | ||
Capital leases, 2016 | 3,000 | |
Capital leases, 2017 | 3,000 | |
Capital leases, 2018 | 0 | |
Capital leases, 2019 | 0 | |
Capital leases, 2020 and beyond | 0 | |
Capital leases, total minimum lease payments | 6,000 | |
Less: Amount representing interest | 0 | |
Total capital lease obligations | 6,000 | |
Less: current portion | (3,000) | |
Long-term portion of capital lease obligations | 3,000 | |
Aggregate non-cancelable future minimum rental payments under operating leases [Abstract] | ||
Operating leases, 2016 | 660,000 | |
Operating leases, 2017 | 169,000 | |
Operating leases, 2018 | 73,000 | |
Operating Leases, 2019 | 73,000 | |
Operating Leases, 2020 and beyond | 61,000 | |
Operating leases, total minimum lease payments | 1,036,000 | |
Gross and net book value of capital lease assets [Abstract] | ||
Acquired cost | 1,666,000 | 1,666,000 |
Accumulated amortization | (1,660,000) | (1,656,000) |
Net book value | $ 6,000 | 10,000 |
Approximate period of product warranty | 1 year | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance at January 1 | $ 334,000 | 330,000 |
Warranties accrued | 452,000 | 492,000 |
Warranties settled | (461,000) | (488,000) |
Balance at December 31 | $ 325,000 | $ 334,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Jan. 25, 2016USD ($) |
Subsequent Events [Member] | |
Subsequent Event [Line Items] | |
Minority investment in Anagog | $ 1,200,000 |