Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 25, 2016 | Oct. 28, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GigPeak, Inc. | |
Entity Central Index Key | 1,432,150 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 67,737,381 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 25, 2016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 25, 2016 | Dec. 31, 2015 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 38,363 | $ 30,245 | |
Accounts receivable, net | 14,205 | 10,596 | |
Inventories | 11,199 | 6,880 | |
Prepaid and other current assets | 1,003 | 580 | |
Total current assets | 64,770 | 48,301 | |
Property and equipment, net | 3,730 | 3,133 | |
Intangible assets, net | 27,705 | 4,530 | |
Goodwill | 45,853 | 12,565 | |
Restricted cash | 197 | 330 | |
Other assets | 1,464 | 251 | |
Total assets | 143,719 | 69,110 | |
Current liabilities: | |||
Accounts payable | 8,675 | 3,659 | |
Accrued compensation | 3,457 | 1,782 | |
Notes payable, current | 2,905 | 0 | |
Other current liabilities | 3,083 | 2,219 | |
Total current liabilities | 18,120 | 7,660 | |
Pension liabilities | 357 | 349 | |
Notes payable, net of current portion | 10,555 | 0 | |
Other long-term liabilities | 4,018 | 912 | |
Total liabilities | 33,050 | 8,921 | |
Commitments and contingencies (Note 8) | |||
Stockholders' equity: | |||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of September 25, 2016 and December 31, 2015, respectively | 0 | 0 | |
Common stock, $0.001 par value; 100,000,000 shares authorized; 68,439,135 and 45,221,397 shares issued and outstanding as of September 25, 2016 and December 31, 2015, respectively | 68 | 45 | |
Additional paid-in capital | 212,735 | 163,036 | |
Treasury stock, at cost; 701,754 shares as of September 25, 2016 and December 31, 2015 | (2,209) | (2,209) | |
Accumulated other comprehensive income | 386 | 332 | |
Accumulated deficit | (100,311) | (101,015) | |
Total stockholders' equity | 110,669 | 60,189 | |
Total liabilities and stockholders' equity | $ 143,719 | $ 69,110 | |
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 25, 2016 | Dec. 31, 2015 | [1] |
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) | 68,439,135 | 45,221,397 | |
Common stock, outstanding (in shares) | 68,439,135 | 45,221,397 | |
Treasury stock, at cost (in shares) | 701,754 | 701,754 | |
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ||||
Revenue | $ 15,796 | $ 10,419 | $ 42,526 | $ 29,319 |
Cost of revenue | 5,148 | 3,762 | 14,024 | 11,040 |
Gross profit | 10,648 | 6,657 | 28,502 | 18,279 |
Operating expenses: | ||||
Research and development | 5,395 | 3,100 | 14,610 | 9,572 |
Selling, general and administrative | 4,360 | 2,468 | 12,528 | 7,680 |
Total operating expenses | 9,755 | 5,568 | 27,138 | 17,252 |
Income from operations | 893 | 1,089 | 1,364 | 1,027 |
Interest expense, net | (236) | (6) | (492) | (12) |
Other income (expense), net | 14 | (5) | (71) | (23) |
Income before provision for income taxes | 671 | 1,078 | 801 | 992 |
Provision for income taxes | 0 | 48 | 97 | 73 |
Income from consolidated companies | 671 | 1,030 | 704 | 919 |
Loss on equity investment | 0 | 0 | 0 | 3 |
Net income | $ 671 | $ 1,030 | $ 704 | $ 916 |
Net income per share-basic (in dollars per share) | $ 0.01 | $ 0.03 | $ 0.01 | $ 0.03 |
Net income per share-diluted (in dollars per share) | $ 0.01 | $ 0.03 | $ 0.01 | $ 0.03 |
Weighted average number of shares used in basic net income per share calculation (in shares) | 67,623 | 36,769 | 55,734 | 34,060 |
Weighted average number of shares used in diluted net income per share calculation (in shares) | 69,399 | 38,497 | 58,427 | 35,109 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) [Abstract] | ||||
Net income | $ 671 | $ 1,030 | $ 704 | $ 916 |
Other comprehensive income, net of tax | ||||
Foreign currency translation adjustment | 27 | 13 | 54 | 16 |
Other comprehensive income, net of tax | 27 | 13 | 54 | 16 |
Comprehensive income | $ 698 | $ 1,043 | $ 758 | $ 932 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 25, 2016 | Sep. 27, 2015 | ||
Cash flows from operating activities: | |||
Net income | $ 704 | $ 916 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 4,513 | 2,644 | |
Stock-based compensation | 3,454 | 3,132 | |
Change in fair value of warrants | (28) | 6 | |
Amortization of debt discount | 53 | 0 | |
Loss on equity investment | 0 | 3 | |
Provision for doubtful accounts | 36 | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (2,523) | (1,595) | |
Inventories | (2,847) | (1,681) | |
Prepaid and other current assets | (604) | (1,052) | |
Other assets | 10 | (19) | |
Accounts payable | 3,652 | (580) | |
Accrued compensation | 474 | 1,001 | |
Other current liabilities | (2,510) | (582) | |
Other long-term liabilities | (150) | 36 | |
Net cash provided by operating activities | 4,234 | 2,229 | |
Cash flows from investing activities: | |||
Acquisition, net of cash acquired | (35,443) | 0 | |
Purchase of long-term investment | (1,200) | 0 | |
Purchases of property and equipment | (1,655) | (1,398) | |
Change in restricted cash | 144 | 0 | |
Net cash used in investing activities | (38,154) | (1,398) | |
Cash flows from financing activities: | |||
Proceeds from public offering of stock, net of issuance costs | 24,531 | 16,483 | |
Proceeds from revolving loan | 7,100 | 0 | |
Proceeds from term loan, net of issuance costs | 14,800 | 0 | |
Proceed from private offering of stock, net of issuance costs | 4,618 | 0 | |
Proceeds from exercise of stock options | 677 | 113 | |
Taxes paid related to net share settlement of equity awards | (1,362) | (857) | |
Repayments on revolving loan | (7,100) | 0 | |
Repayments on term loan | (1,250) | 0 | |
Repayments on capital leases | (13) | (3) | |
Net cash provided by financing activities | 42,001 | 15,736 | |
Effect of exchange rates on cash and cash equivalents | 37 | 16 | |
Net increase in cash and cash equivalents | 8,118 | 16,583 | |
Cash and cash equivalents at beginning of period | 30,245 | [1] | 18,438 |
Cash and cash equivalents at end of period | 38,363 | 35,021 | |
Supplemental disclosure of cash flow information: | |||
Interest paid | 516 | 15 | |
Taxes paid | 116 | 0 | |
Supplemental disclosure of non-cash investing and financing information: | |||
Issuance of common stock in conjunction with acquisition | 17,896 | 0 | |
Purchase of property and equipment included in accounts payable | 475 | 330 | |
Offering costs included in accounts payable and other current liabilities | 234 | 32 | |
Incremental fair value of warrants modified in connection with SVB credit facilities | $ 143 | $ 0 | |
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date. |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 25, 2016 | |
ORGANIZATION AND BASIS OF PRESENTATION [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION Organization GigPeak Inc. (“GigPeak” or the “Company”), formerly known as GigOptix, Inc. until the second quarter of 2016, is a leading innovator of semiconductor integrated circuits (“ICs”) and software solutions for high-speed connectivity and high-quality video compression. The Company’s focus is to develop and deliver products that enable lower power consumption and faster data connectivity, more efficient use of network infrastructure and broader connectivity to the Cloud, reducing the total cost of ownership for the network’s operators. GigPeak addresses both the speed of data transmission and the amount of bandwidth the data consumes within the network, and its products also help to improve the efficiency of various Cloud-connected enterprise applications. The GigPeak product portfolio provides flexibility to support on-going changes in the connectivity that customers and markets require by deploying a wider offering of solutions from various kinds of semiconductor materials, ICs and Multi-Chip-Modules (“MCMs”), through cost-effective application-specific-integrated-circuits (“ASICs”) and system-on-chips (“SoCs”), and into full software programmable open-platform offerings. Since inception in 2007, the Company has expanded its customer base through its sales and marketing activities, and by acquiring and integrating eight (8) companies with complementary and synergistic products and customers. GigPeak established a worldwide direct sales force which is supported by a number of channel representatives and distributors that sell its products throughout North America, Europe and Asia. Basis of Presentation The Company’s fiscal year ends on December 31. For quarterly reporting, the Company deploys a modified five-week, four-week, four-week, reporting period. The third quarter of 2016 ended on Sunday, September 25, 2016. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements as of September 25, 2016 and for the three and nine months ended September 25, 2016 and September 27, 2015, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X. The statements include the accounts of the Company and all of its subsidiaries and they do not include all of the information and footnotes required by such accounting principles for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of September 25, 2016, and the results of operations and cash flows for the nine months ended September 25, 2016 and September 27, 2015. The condensed consolidated results of operations for the three and nine months ended September 25, 2016 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year ending December 31, 2016. This Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Form 10-K filed with the SEC on March 14, 2016 (the “2015 Form 10-K”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. These judgments can be subjective and complex, and consequently, actual results could differ materially from those estimates and assumptions. Revenue Recognition The Company’s revenue is mainly derived from the following sources: (i) product revenue, which includes hardware, software and perpetual software license revenue; (ii) services revenue, which include post contract support (“PCS”), professional services, and training; (iii) royalty revenue based on the number of ICs the customers sold during a particular period by the agreed-upon royalty rate; and (iv) engineering project revenues Revenue from sales of optical communication drivers and receivers and multi-chip modules, broadcasting SoCs for video broadcasting, distribution and contribution applications, networking ICs and MCMs for high-speed information streaming, and other hardware and software 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. The Company generally provides a standard product warranty on its products and warranty reserves are made at the time revenue is recorded. See Note 8—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 a 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 sells some products to distributors at the price listed in its price book for that distributor. Certain of the Company’s distributor agreements provide for semi-annual stock rotation privileges of 5% to 10% of net sales for the previous six-month period. At the time of sale, the Company records a sales reserve against revenues for stock rotations approved by management. Each month the Company adjusts the sales reserve for the estimated stock rotation privilege anticipated to be utilized by the distributors. When the distributors pay the Company’s invoices, they may claim stock rotations when appropriate. Once claimed, the Company processes the requests against the prior authorizations and reduces the reserve previously established for that customer. As of September 25, 2016 and December 31, 2015, the reserve for stock rotations was $240,000 and $490,000, respectively, and is recorded in other current liabilities in the consolidated balance sheets. The Company records transaction-based taxes including, but not limited to, sales, use, value added, and excise taxes, on a net basis in its consolidated statements of operations. Service revenue includes customer support services, primarily software maintenance contract services and professional services. Revenue from service contracts is recognized ratably over the contract term, generally ranging from one to three years. Professional services, such as training services, are offered under time and material or fixed-fee contracts. Professional services revenue is recognized as services are performed. The Company recognizes royalty revenue based on reports received from customers during the quarter, assuming that all other revenue recognition criteria are met. The customers generally report shipment information typically within 45 days following the end of their respective quarters. If there is a reliable basis on which the Company can estimate its royalty revenues prior to obtaining the customers’ reports, the Company will recognize royalty revenues in the quarter in which they are earned. If there is not a reliable basis for estimating royalties, the Company will recognize revenue in the following quarter when the shipment report is received. The Company also enters into product development arrangements with certain customers. In general, non-recurring engineering projects require complex technology development and achievement of the development milestones is dependent on the Company’s performance. The milestone payment is generally commensurate with the Company’s effort or the value of the deliverable and is nonrefundable. Although development milestones are typically accepted by the customers, the Company does not have certainty about its ability to achieve these milestones. As such, revenue from product development arrangements are recorded when development milestones are achieved. These revenues are typically recorded at 100% gross margin because the costs associated with non-recurring engineering projects are recorded in research and development as expenses are incurred. The development efforts related to non-recurring engineering projects generally benefit the Company’s overall product development programs beyond the specific project requested by its customers. Deferred Revenue Deferred revenue primarily represents PCS contracts billed in advance but yet to be recognized. The current portion of deferred revenue represents the amounts that are expected to be recognized as revenue within one year of the balance sheet date. As of September 25, 2016, the current portion of deferred revenue of $1.0 million is included in other current liabilities and the noncurrent portion of deferred revenue of $2.5 million is included in other long-term liabilities in the condensed consolidated balance sheets. Business Combination The Company applied the purchase method of accounting to its recent acquisition of Magnum Semiconductor, Inc. (“Magnum”). See Note 4 —Acquisition for additional information on the Magnum acquisition. Under this method of accounting, all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the completion of the transaction. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, intangibles and other asset lives, among other items. Fair value is defined as the price that would be received in a sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. As a result, the Company may have been required to value the acquired assets at fair value measurements that do not reflect its intended use of those assets. Use of different estimates and judgments could yield different results. Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill. The accounting for the Magnum acquisition is based on currently available information and is considered preliminary. Although the Company believes that the assumptions and estimates made are reasonable and appropriate, they are based in part on historical experience and information that may be obtained from management of the acquired company and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s condensed consolidated statements of operations. Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. No. No. The Company is currently evaluating the impact of the adoption of ASU No. 2016-15. In June 2016 the FASB issued Accounting Standard Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Revenue from Contracts with Customers In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In March 2016, the FASB issued ASU No. 2016-07, Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), Leases |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 9 Months Ended |
Sep. 25, 2016 | |
BALANCE SHEET COMPONENTS [Abstract] | |
BALANCE SHEET COMPONENTS | NOTE 2—BALANCE SHEET COMPONENTS Accounts Receivable, net Accounts receivable, net consisted of the following (in thousands): September 25, 2016 December 31, 2015 Accounts receivable $ 14,299 $ 10,659 Allowance for doubtful accounts (94 ) (63 ) Total accounts receivable, net $ 14,205 $ 10,596 Inventories Inventories consisted of the following (in thousands): September 25, 2016 December 31, 2015 Raw materials $ 3,765 $ 2,379 Work in process 5,563 2,710 Finished goods 1,871 1,791 Total inventories $ 11,199 $ 6,880 The Company writes down inventory for excess quantities and obsolescence based on estimated future demand. The Company incurred insignificant inventory write-offs during the three and nine months ended September 25, 2016 and September 27, 2015. Property and Equipment, net Property and equipment, net consisted of the following (in thousands, except depreciable life): Life (In Years) September 25, 2016 December 31, 2015 Network and laboratory equipment 3 – 5 $ 16,686 $ 13,520 Computer software and equipment 2 – 3 6,159 4,207 Furniture and fixtures 3 – 7 194 165 Office equipment 3 – 5 154 142 Leasehold improvements 1 – 5 782 316 Property and equipment, gross 23,975 18,350 Accumulated depreciation and amortization (20,245 ) (15,217 ) Property and equipment, net $ 3,730 $ 3,133 For the three and nine months ended September 25, 2016, depreciation expense related to property and equipment was $433,000 and $1.2 million, respectively. For the three and nine months ended September 27, 2015, depreciation expense related to property and equipment was $332,000 and $1.1 million, respectively. In addition to the property and equipment above, the Company has prepaid licenses recorded in prepaid and other current assets in the accompanying condensed consolidated balance sheets. For the three and nine months ended September 25, 2016, amortization related to these prepaid licenses was $477,000 and $1.3 million, respectively. For the three and nine months ended September 27, 2015, amortization related to these prepaid licenses was $313,000 and $846,000, respectively. Other Current Liabilities Other current liabilities consisted of the following (in thousands): September 25, 2016 December 31, 2015 Accrued commission $ 152 $ 157 Customer deposits 369 342 Deferred revenue 968 — Warranty liability 408 325 Sales return reserve 240 490 Amounts billed to the U.S. government in excess of approved rates 191 191 Unearned government grant 143 278 Accrued legal and accounting expenses 165 129 Income tax payable 181 57 Common stock warrants liability 11 39 Accrued interest 54 — Other 201 211 Total other current liabilities $ 3,083 $ 2,219 Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): September 25, 2016 December 31, 2015 Deferred revenue $ 2,532 $ — Deferred tax liabilities 328 318 Income taxes payable for unrecognized tax benefits 938 434 Accrued retention bonus 144 89 Other 76 71 Total other long-term liabilities $ 4,018 $ 912 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 25, 2016 | |
FAIR VALUE MEASUREMENT [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 3—FAIR VALUE MEASUREMENT 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. The Company’s financial instruments measured at fair value on a recurring basis consist of Level I assets and Level III liabilities. Level I assets include highly liquid money market funds that are included in cash and cash equivalents. Level III liabilities consist of common stock warrants liability that are included in other current liabilities. For the nine months ended September 25, 2016, the Company did not have any significant transfers between Level 1, Level 2 and Level 3. The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 25, 2016 and December 31, 2015 (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) September 25, 2016: Financial Assets: Money market funds $ 12,390 $ 12,390 $ $ Financial Liabilities: Common stock warrants liability $ 11 $ $ $ 11 December 31, 2015: Financial Assets: Money market funds $ 12,364 $ 12,364 $ — $ — Financial Liabilities: Common stock warrants liability $ 39 $ — $ — $ 39 Cash and cash equivalents, accounts receivable, accounts payable, accrued compensation and other current liabilities are stated at carrying value, which approximates fair value due to their short-term maturities. The carrying value of the Company’s revolving loan, term loan and capital lease obligations approximates fair value as the stated borrowing rates approximate market rates currently available to the Company for loans and capital leases with similar terms. Common Stock Warrants Liability The Company issued warrants to purchase common stock 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 less than the per share price of the warrants. Such down-round protection requires the Company to classify the common stock warrants as a liability. Common stock warrants are initially measured at its estimated fair value on the issuance date. At the end of each reporting period, change in fair value of common stock warrants are recorded in other income (expense), net on the condensed consolidated statements of operations. The Company will continue to adjust the common stock warrants liability to its estimated fair value until the earlier of the exercise or expiration of the warrants. In July 2010, December 2013 and September 2015, the Company raised additional capital through offerings of common stock of 2,760,000 shares, 9,573,750 shares and 10,643,000 shares at a price of $1.75 per share, $1.42 per share and $1.70 per share, respectively. In June 2016, the Company completed another round of equity financing through an offering of common stock of 13,194,643 shares at $2.00 per share (See Note 9—Stockholders’ Equity and Stock-based Compensation). All of these equity financing transactions triggered the down-round protection and adjustment of the number of warrants issued to Bridge Bank. The following table summarizes the key terms of common stock warrants subject to liability classification as of September 25, 2016 and December 31, 2015 (in thousands, except share and per share amounts): Number of Common Stock Warrants Fair Value Holder Upon Issuance As of September 25, 2016 As of December 31, 2015 Grant Date Expiration Date Exercise Price per Share As of September 25, 2016 As of December 31, 2015 Bridge Bank 20,000 32,429 31,573 April 7, 2010 April 7, 2017 $ 2.25 $ 11 $ 39 The fair value of common stock warrants was determined using Black-Scholes option-pricing model. The fair value of the warrants was estimated using the following assumptions: September 25, 2016 December 31, 2015 Stock price $ 2.33 $ 3.04 Exercise price $ 2.25 $ 2.31 Expected life 0.53 years 1.55 years Risk-free interest rate 0.40 % 0.86 % Volatility 46 % 62 % Fair value per share $ 0.35 $ 1.23 The change in the fair value of the Level 3 common stock warrants liability during the three and nine months ended September 25, 2016 and September 27, 2015 is as follows (in thousands): Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Fair value—beginning of period $ 11 $ 12 $ 39 $ 8 Change in fair value — 2 (28 ) 6 Fair value—end of period $ 11 $ 14 $ 11 $ 14 |
ACQUISITION
ACQUISITION | 9 Months Ended |
Sep. 25, 2016 | |
ACQUISITION [Abstract] | |
ACQUISITION | NOTE 4—ACQUISITION On April 5, 2016, the Company completed its acquisition of Magnum pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”). Magnum was a fabless semiconductor manufacturer and software solution developer, and provided a well-developed and comprehensive portfolio of video broadcasting and compression solutions to GigPeak. The total purchase consideration was a combination of equity and cash, including 6,990,654 shares of common stock with a fair value of $17.9 million and a cash payment of $37.1 million of which a significant portion was used to repay Magnum’s outstanding debt and other liabilities. Pursuant to the Merger Agreement, $6.0 million of the purchase consideration remains in escrow for a period of up to at least 12 months and relates to certain indemnification obligations of Magnum’s former equity holders. Of this $6.0 million, $5.0 million will be held for a period of up to at least 12 months, with the remainder held for an additional 12 months. After the end of the second quarter, in June 2016, the Company submitted a claim to the stockholder representative for a net working capital adjustment pursuant to the terms of the Merger Agreement with Magnum, and the Company is expecting to settle the claim and adjust the total purchase consideration during the quarter ending December 31, 2016. The Magnum acquisition was partially funded by borrowings of $22.1 million from Silicon Valley Bank (See Note 7—Credit Facilities). The total purchase consideration of $55.0 million has been allocated on a preliminary basis to tangible and intangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date. The Company will continue to evaluate certain assets, liabilities and tax estimates that are subject to change within the measurement period (up to one year from the acquisition date). The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): September 25, 2016 Tangible assets acquired: Cash and cash equivalents $ 1,707 Accounts receivable 1,122 Inventories 1,224 Other current assets 1,069 Property and equipment 233 Other long-term assets 15 Liabilities assumed: Accounts payable (1,279 ) Accrued and other current liabilities (2,348 ) Deferred revenue, net of associated costs (4,912 ) Other long-term liabilities (593 ) Identifiable intangible assets acquired: Developed technology 16,710 In-process research and development (IPR&D) 7,680 Customer relationships 800 Trade name 330 Goodwill arising from the acquisition: Goodwill 33,288 Total purchase consideration $ 55,046 The Company determined the valuation of the identifiable intangible assets using established valuation techniques. 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. Customer relationships and trade name were valued under the distributor method and under the relief from royalty method, respectively. Identifiable intangible assets acquired are amortized on a straight line basis over their respective estimated useful lives of 15 months to 7 years (See Note 5—Intangible Assets and Goodwill). Goodwill represents the excess of the purchase consideration 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 Magnum acquisition primarily consisted of the business synergies expected from the combined entities. For the nine months ended September 25, 2016, the Company incurred acquisition-related transaction costs of $1.3 million, which were recorded in general and administrative expenses in the condensed consolidated statements of operations. Pro Forma Financial Information (Unaudited) The following table presents the unaudited pro forma financial information for the combined entity of GigPeak and Magnum for the three and nine month periods ended September 25, 2016 and September 27, 2015, as if the acquisition had occurred at the beginning of the periods presented after giving effect to certain purchase accounting adjustments. Magnum was acquired on April 5, 2016. Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 (in thousands except per share amounts) Net revenue $ 15,796 $ 15,110 $ 46,402 $ 43,451 Net income (loss) $ 671 $ (2,671 ) $ (3,750 ) $ (10,281 ) Net income (loss) per share $ 0.01 $ (0.06 ) $ (0.06 ) $ (0.25 ) |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 25, 2016 | |
INTANGIBLE ASSETS AND GOODWILL [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 5—INTANGIBLE ASSETS AND GOODWILL Intangible assets consist of the following (in thousands): As of September 25, 2016 As of December 31, 2015 Life (years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Definite-lived intangible assets: Customer relationships 6-8 $ 4,077 $ (2,915 ) $ 1,162 $ 3,277 $ (2,542 ) $ 735 Developed technology 6-7 23,237 (5,180 ) 18,057 6,527 (3,386 ) 3,141 Patents 5-16 457 (411 ) 46 457 (407 ) 50 Trade name 1-10 989 (612 ) 377 659 (438 ) 221 Total definite-lived intangible assets 28,760 (9,118 ) 19,642 10,920 (6,773 ) 4,147 Indefinite-lived intangible assets: IPR&D 8,063 — 8,063 383 — 383 Total intangible assets $ 36,823 $ (9,118 ) $ 27,705 $ 11,303 $ (6,773 ) $ 4,530 For the three and nine months ended September 25, 2016 and September 27, 2015, amortization of intangible assets was as follows (in thousands): Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Cost of revenue $ 452 $ 103 $ 1,255 $ 310 Research and development expense 98 — 293 — Selling, general and administrative expense 214 120 549 360 $ 764 $ 223 $ 2,097 $ 670 As of September 25, 2016, amortization of certain developed technologies of $248,000 was capitalized in inventory, and no amortization of intangible assets was capitalized in inventory as of December 31, 2015. Estimated future amortization expense related to definite-lived intangible assets as of September 25, 2016 is as follows (in thousands): Years Ending December 31, 2016 (remainder of the year) $ 988 2017 3,512 2018 2,955 2019 2,946 2020 2,897 Thereafter 6,344 Total $ 19,642 The Company did not record an impairment charge on any intangible assets or goodwill during the three and nine months ended September 25, 2016 and September 27, 2015. 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 for the nine months ended September 25, 2016 are as follows (in thousands): Amount Balance as of December 31, 2015 $ 12,565 Goodwill addition from Magnum acquisition 33,288 Balance as of September 25, 2016 $ 45,853 On April 5, 2016, the Company completed its acquisition of Magnum, a fabless semiconductor manufacturer and software solution developer, with a well-developed and comprehensive portfolio of video broadcasting and compression solutions, which resulted in $33.3 million of goodwill. The acquisition closed for a total purchase consideration of $55.0 million, which included assumed liabilities of $9.1 million. |
INVESTMENT IN UNCONSOLIDATED AF
INVESTMENT IN UNCONSOLIDATED AFFILIATES | 9 Months Ended |
Sep. 25, 2016 | |
INVESTMENT IN UNCONSOLIDATED AFFILIATES [Abstract] | |
INVESTMENT IN UNCONSOLIDATED AFFILIATES | NOTE 6— INVESTMENT IN UNCONSOLIDATED AFFILIATES In January 2016, the Company invested $1.2 million for a minority stake in 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. As of September 25, 2016, this cost method investment of $1.2 million is recorded in other assets on the condensed consolidated balance sheets. In February 2014, together with CPqD, the Company incepted a joint venture, originally named BrPhotonics Produtos Optoeletrônicos LTDA and after an investment in May 2016 by Inova Empresa Fundo De Investimento Em Pa rticipaçơes, now named BrPhotonics Produtos Optoeletrônicos S/A (“BrP”), of which the Company owns 37.9% For the years ended December 31, 2015 and 2014, the Company had losses of $3,000 and $456,000, respectively, for its allocated portion of BrP’s results. Since the Company’s share of the loss exceeded its carrying cost of the investment in BrP, the Company’s investment in an unconsolidated affiliate was written down to zero as of December 31, 2015. |
CREDIT FACILITIES
CREDIT FACILITIES | 9 Months Ended |
Sep. 25, 2016 | |
CREDIT FACILITIES [Abstract] | |
CREDIT FACILITIES | NOTE 7—CREDIT FACILITIES In March 25, 2013, the Company and its wholly owned subsidiaries, ChipX, Incorporated and Endwave Corporation (together with the Company, the “Prior Borrowers”) 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 in December 2011. In May 2015, SVB and the Prior Borrowers amended the Loan Agreement by entering into a Second Amendment to the Second Restated Loan Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the total aggregate amount that the Company was entitled to borrow from SVB under a Revolving Loan facility was $7.0 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 interest rate was decreased from Prime Rate plus 0.6% to Prime Rate plus 0.4%. The terms of the Second Amendment, were set to expire on May 6, 2016. In April 2016, SVB and the Prior Borrowers, with newly acquired Magnum, entered into the Third Amended and Restated Loan and Security Agreement (the “Third Restated Loan Agreement”) , amending and restating the Loan Agreement, as amended, in its entirety. Pursuant to the Third Restated Loan Agreement, the total aggregate amount that the Company is entitled to borrow from SVB has increased to an amount not to exceed $29.0 million, which is split into two different credit facilities, comprised of (i) the existing Revolving Loan facility which was amended to provide that the Company is entitled to borrow from SVB up to an amount not to exceed $14.0 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 (the “Amended Revolving Loan”) and (ii) a second facility under which the Company is entitled to borrow from SVB up to $15.0 million without reference to accounts receivable, and which must be repaid in sixty equal installments, unless the Company exercises its right to prepay the loan (the “Term Loan”). The interest rate for the revolving line is Prime Rate plus 0.4%, or 3.9% as of September 25, 2016. The interest rate for the term loan is Prime Rate plus 1.25%, or 4.75% as of September 25, 2016. The Amended Revolving Loan has a term of 24 months, and no balance is outstanding as of September 25, 2016. The outstanding balance of the Term Loan as of September 25, 2016 was $13.8 million, of which $3.0 million is recorded in the condensed consolidated balance sheet as notes payable, current. Future principal payments under the Term Loan are as follows (in thousands): Years Ending December 31, 2016 (remainder of the year) $ 750 2017 3,000 2018 3,000 2019 3,000 2020 3,000 Thereafter 1,000 Total $ 13,750 SVB had two outstanding existing warrants to purchase common stock of the Company: (i) a warrant to purchase 4,125 shares of common stock at an exercise price of $0.73, with an expiration date of October 5, 2017; and (ii) a warrant to purchase 125,000 shares of common stock at an exercise price of $4.00 per share, with an expiration date of April 23, 2017. In connection with the Third Restated Loan Agreement, these warrants have been amended and restated to extend the expiration date to October 5, 2022 and April 22, 2022, respectively. The change in the fair value of the common stock warrants related to the extension of the expiration date was $143,000 and was recorded as a debt discount on the SVB term loan. In connection with the Third Restated Loan Agreement, the Company incurred legal and administrative expenses of $200,000 which was recorded as a discount on the SVB Term Loan. The debt discount will be amortized to interest expenses during the life of the term loan using the effective interest method. For the three and nine months ended September 25, 2016, the Company recorded amortization of debt discount of $43,000 and $53,000, respectively. The Third Restated Loan Agreement with SVB is collateralized by all of the Company’s assets, including all accounts, equipment, inventory, receivables, and general intangibles. The Third Restated 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 25, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8—COMMITMENTS AND CONTINGENCIES Commitments Leases In July 2016, the Company entered into a Fifth Amendment to Lease Agreement related to its headquarters located at 130 Baytech Drive, San Jose, CA 95134. The amendment extended the term of the lease by another 64 months from March 1, 2017 to June 30, 2022. The amended lease provides for a rent holiday of four months and an option to further extend the lease term for five years with monthly rent at the then fair market value. The Company leases its domestic and foreign sales offices under non-cancelable operating leases. These leases contain various expiration dates and renewal options. The Company also leases certain software licenses under operating leases. Total facilities rent expense for the three and nine months ended September 25, 2016 was $261,000 and $680,000, respectively, and for the three and nine months ended September 27, 2015 was $110,000 and $338,000, respectively. Aggregate non-cancelable future minimum rental payments under capital and operating leases are as follows (in thousands): Capital Leases Operating Leases Years Ending December 31, Minimum Lease Payments Minimum Lease Payments 2016 (remainder of the year) $ 7 $ 271 2017 9 898 2018 — 955 2019 — 947 2020 — 858 Thereafter — 1,167 Total minimum lease payments 16 $ 5,096 Less: amount representing interest — Total capital lease obligations 16 Less: current portion (16 ) Long-term portion of capital lease obligations $ — 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, the Company accrues the estimated loss in its consolidated financial statements. Where the outcome of these matters is not determinable, the Company does not make a provision in its consolidated 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 such costs to the cost of revenue 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 activities related to accrued product warranties, which is included as a component of other current liabilities, for the three and nine months ended September 25, 2016 and September 27, 2015 (in thousands): Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Accrued product warranties — beginning of period $ 301 $ 357 $ 325 $ 334 Warranty charges 406 117 494 395 Warranties settled (299 ) (139 ) (411 ) (394 ) Accrued product warranties — $ 408 $ 335 $ 408 $ 335 |
STOCKHOLDERS' EQUITY AND STOCK-
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 25, 2016 | |
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION [Abstract] | |
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION | NOTE 9—STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION Public Offering On June 10, 2016, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with selling stockholders and Cowen and Company, LLC, Raymond James & Associates, Inc. and Needham & Company, LLC relating to (i) a public primary offering of an aggregate of 11,319,643 shares of the Company’s common stock, par value $0.001 per share, at a public offering price of $2.00 per share; (ii) a public secondary offering by certain of its officers and its directors of an aggregate of 684,600 shares of common stock at $2.00 per share; and (iii) a public secondary offering by certain of its stockholders who were former stockholders of Magnum of an aggregate of 495,757 shares of common stock at $2.00 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 1,875,000 shares of common stock to cover overallotments, which the underwriters subsequently exercised on June 15, 2016. On June 15, 2016, the Company completed its public offering of the 13,194,643 newly issued shares of common stock. The net proceeds to the Company from the offering was approximately $24.3 million which consisted of proceeds of $24.7 million after underwriting discounts, commissions and expenses, less an additional $0.4 million for legal, accounting, registration and other transaction costs related to the public offering. Private Equity Placement On March 21, 2016, the Company entered into a Securities Purchase Agreement (the “PDSTI Agreement”) with Pudong Science and Technology Investment (Cayman) Co., Ltd., an affiliate of Shanghai Pudong Science and Technology Investment Co., Ltd. (collectively, “PDSTI”), pursuant to which PDSTI will purchase approximately $5.0 million of the Company’s common stock. Under the PDSTI Agreement, on March 24, 2016, the Company issued 1,754,385 shares of its common stock to PDSTI in a private placement at a purchase price of $2.85 per share. Pursuant to the PDSTI Agreement, the Company agreed to file a registration statement on Form S-3 to provide registration rights to PDSTI in respect of the shares. The SEC declared the registration statement effective on June 3, 2016. The PDSTI Agreement provided that if the registration statement was not declared effective by July 7, 2016, the Company would pay to PDSTI, as liquidated damages, 0.4% of the aggregate purchase price on a monthly, prorated basis, until the registration statement was declared effective, with interest on these liquidated damages to accrue at the rate of 1.0% per month until paid in full. In the event that any U.S. governmental body or agency took any action or issued any order within six months that would have prevented PDSTI from holding the shares or invalidated the Company’s issuance of the shares to PDSTI, the Company had agreed to return PDSTI’s full purchase price, plus 0.4% interest on the purchase price (accruing monthly until paid in full), and to reimburse PDSTI’s expenses in connection with negotiating the private placement, up to $15,000. As of September 25, 2016, both of the loss contingencies on liquidated damages and the contingent redemption feature expired, and the net proceeds from the PDSTI Agreement of $4.6 million, comprised of the purchase price of $5.0 million net of $384,000 of related costs, were reclassified to permanent equity on the condensed consolidated balance sheets. 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, par value $0.001 per share. 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, par value $0.001 per share. In addition, the Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.001 per share, 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 September 25, 2016 and December 31, 2015, there were no shares of preferred stock issued or outstanding. On December 16, 2014, the Company entered into an Amended and Restated Rights Agreement to extend the expiration date of its stockholder rights plan that may have the effect of deterring, delaying, or preventing a change in control. The Amended and Restated Rights Agreement amends the Rights Agreement previously adopted by (i) extending the expiration date by three years to December 16, 2017, (ii) decreasing the exercise price per right issued to stockholders pursuant to the stockholder rights plan from $8.50 to $5.25, and (iii) making certain other technical and conforming changes. The Amended and Restated Rights Agreement was not adopted in response to any acquisition proposal. Under the rights plan, the Company issued a dividend of one preferred share purchase right for each share of common stock held by stockholders of record as of January 6, 2012, and the Company will issue one preferred stock purchase right to each share of common stock issued between January 6, 2012 and the earlier of either the rights’ exercisability or the expiration of the Rights Agreement. Each right entitles stockholders to purchase one one-thousandth of the Company’s Series A Junior Preferred Stock. In general, the exercisability of the rights to purchase preferred stock will be triggered if any person or group, including persons knowingly acting in concert to affect the control of the Company, is or becomes a beneficial owner of 10% or more of the outstanding shares of the Company’s common stock after the Adoption Date. Stockholders or beneficial ownership groups who owned 10% or more of the outstanding shares of common stock of the Company on or before the Adoption Date will not trigger the preferred share purchase rights unless they acquire an additional 1% or more of the outstanding shares of the Company’s common stock. Each right entitles a holder with the right upon exercise to purchase one one-thousandth of a share of preferred stock at an exercise price that is currently set at $5.25 per right, subject to purchase price adjustments as set forth in the rights agreement. Each share of preferred stock has voting rights equal to one thousand shares of common stock. In the event that exercisability of the rights is triggered, each right held by an acquiring person or group would become void. As a result, upon triggering of exercisability of the rights, there would be significant dilution in the ownership interest of the acquiring person or group, making it difficult or unattractive for the acquiring person or group to pursue an acquisition of the Company. These rights expire in December 2017, unless earlier redeemed or exchanged by the Company. 2008 Equity Incentive Plan In December 2008, the Company adopted the 2008 Equity Incentive Plan (the “2008 Plan”) for directors, employees, consultants and advisors to the Company or its affiliates. Under the 2008 Plan, 2,500,000 shares of common stock were reserved for issuance upon the completion of a merger with Lumera Corporation (“Lumera”) on December 9, 2008. On January 1 of each year, starting in 2009, the aggregate number of shares reserved for issuance under the 2008 Plan increase automatically by the lesser of (i) 5% of the number of shares of common stock outstanding as of the Company’s immediately preceding fiscal year, or (ii) a number of shares determined by the Board of Directors. The maximum number of shares of common stock to be granted as incentive stock options (“ISOs”) and non-qualified stock options (“NSOs”) is up to 21,000,000 shares. Forfeited options or awards generally become available for future awards. On January 1, 2016, there was an automatic increase of 2,260,527 shares. As of September 25, 2016, 12,033,086 options to purchase common stock and restricted stock units (“RSUs”) were outstanding and 1,805,444 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 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 approved by the Board of Directors or its Compensation Committee and generally provide for stock options to vest monthly 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 been issuing RSUs which generally vest over a period range from nine months to four years. 2007 Equity Incentive Plan In August 2007, the Company adopted the 2007 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 common 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 shares of 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 September 25, 2016, options to purchase a total of 321,450 shares of common stock and 4,125 shares of common stock warrants 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 September 25, 2016, no additional options can be granted under the Lumera Plan, and options to purchase a total of 40,436 shares of common stock were outstanding. Warrants As of September 25, 2016, the Company had a total of 161,554 warrants to purchase common stock outstanding under all warrant arrangements. During the nine months ended September 25, 2016, no warrants were exercised or expired. Some of the warrants have anti-dilution provisions which adjust the number of warrants available to the holder such as, but not limited to, stock dividends, stock splits and certain reclassifications, exchanges, combinations or substitutions. These provisions are specific to each warrant agreement. Stock-Based Compensation Expense The following table summarizes the Company’s stock-based compensation expense for the three and nine months ended September 25, 2016 and September 27, 2015 (in thousands): Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Cost of revenue $ 74 $ 94 $ 232 $ 315 Research and development expense 277 287 879 896 Selling, general and administrative expense 745 562 2,343 1,921 Total Stock-Based Compensation Expense $ 1,096 $ 943 $ 3,454 $ 3,132 The Company did not grant any options during the three or nine months ended September 25, 2016 and September 27, 2015. Stock Options The following table summarizes option activities under the Company’s equity incentive plans for the nine months ended September 25, 2016: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding—December 31, 2015 7,918,584 $ 2.32 4.82 $ 7,422 Exercised (419,450 ) 1.61 Forfeited/Expired (178,191 ) 5.10 Outstanding—September 25, 2016 7,320,943 $ 2.29 4.06 $ 2,846 Vested and exercisable, September 25, 2016 7,261,710 $ 2.30 4.04 $ 2,760 Vested and exercisable and expected to vest, September 25, 2016 7,316,946 $ 2.29 4.06 $ 2,840 The aggregate intrinsic value reflects the difference between the exercise price of stock options and the fair value of the underlying common stock as determined by the Company’s closing stock price. The total intrinsic value of options exercised during the nine months ended September 25, 2016 was $491,000. The total intrinsic value of options exercised during the nine months ended September 27, 2015 was $47,000. As of September 25, 2016, the unrecognized stock-based compensation cost related to stock options, net of estimated forfeitures, was $30,000, which is expected to be recognized over a weighted-average period of 0.6 years. RSUs The following table summarizes RSU activities under the Company’s equity incentive plans for the nine months ended September 25, 2016: Number of Shares Weighted -Average Grant Date Fair Value Unvested balance—December 31, 2015 4,361,833 $ 1.64 Granted 2,999,443 2.65 Released (1,411,074 ) 1.84 Forfeited/expired (876,173 ) 2.18 Unvested balance— September 25, 2016 5,074,029 $ 2.11 As of September 25, 2016, the unrecognized stock-based compensation cost related to RSUs, net of estimated forfeitures, was $8.8 million, which is expected to be recognized over a weighted-average period of 2.9 years. The majority of the RSUs that vested in the nine months ended September 25, 2016 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 nine months ended September 25, 2016, 1,411,074 shares of RSUs vested and the Company withheld 552,468 shares to satisfy approximately $1.4 million of employees’ minimum tax obligation on the vested RSUs. On July 19, 2016, the Company rescinded certain RSUs granted to Dr. Avi S. Katz, its Chief Executive Officer, as the total number of RSUs granted to Dr. Katz in 2015 were in excess of the 1,000,000 share per calendar year per person award limit as required by the 2008 Plan. As a result, Dr. Katz offered to rescind certain RSUs from two separate grants made to him in 2015, and the Company, upon the recommendation of the Compensation Committee of the Board of Directors, i) rescinded 401,250 shares of unvested RSUs and concurrently issued an equal number of RSUs with the same vesting term; and ii) rescinded 60,106 shares of unvested RSUs and concurrently issued 39,121 shares of RSUs with the same vesting term as the rescinded grant but a reduced number of shares vesting in each tranche as compared to the rescinded grant of RSUs. The Company accounted for the rescission and subsequent grant of RSUs to Dr. Katz as a modification with no incremental fair value. As a result, the Company continued to record stock-based compensation expenses based on the original grant date fair value prior to the modification, and no additional expense was recorded by the Company. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 25, 2016 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 10—INCOME TAXES The Company recorded a provision for income taxes of nil and $97,000 for the three and nine months ended September 25, 2016, respectively, and $48,000 and $73,000 for the three and nine months ended September 27, 2015. The income tax provisions for the three and nine months ended September 25, 2016 and September 27, 2015 were due primarily to state taxes and foreign taxes due. The Company has incurred tax losses in Israel, Germany, and China and has a full valuation allowance against such losses. In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. In making such a determination, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. In order to support a conclusion that a valuation allowance is not needed, positive evidence of sufficient quantity and quality is necessary to overcome negative evidence. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. A valuation allowance has been recorded for the entire deferred tax asset as a result of uncertainties regarding realization of the asset including lack of profitability through September 25, 2016 and the uncertainty over future operating profitability and taxable income. The Company will continue to evaluate the potential realization of the deferred tax assets on a quarterly basis. The Company files tax returns in the U.S. federal, U.S. state and foreign tax jurisdictions. The Company’s major tax jurisdictions are the U.S., California, Canada, Switzerland, Korea, Japan, and Israel. The Company’s fiscal years through December 31, 2015 remain subject to examination by the tax authorities for U.S. federal, U.S. state and foreign tax purpose. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 9 Months Ended |
Sep. 25, 2016 | |
NET INCOME PER SHARE [Abstract] | |
NET INCOME PER SHARE | NOTE 11—NET INCOME PER SHARE The computations for basic and diluted net income per share are as follows (in thousands, except per share data): Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Net income $ 671 $ 1,030 $ 704 $ 916 Weighted-average number of shares used in basic net income per share 67,623 36,769 55,734 34,060 Effect of dilutive securities: Stock options 1,047 940 1,617 654 Restricted stock units 726 785 1,071 393 Common stock warrants 3 3 5 2 Weighted-average number of shares used in diluted net income per share 69,399 38,497 58,427 35,109 Net income per share $ 0.01 $ 0.03 $ 0.01 $ 0.03 Net income per share $ 0.01 $ 0.03 $ 0.01 $ 0.03 The following weighted-average common stock equivalents were excluded from the calculation of diluted net income per share for the periods presented because including them would have been anti-dilutive: Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Stock options and RSUs 6,899,132 3,182,471 5,732,330 5,719,305 Common stock warrants 157,429 156,573 135,810 158,544 Total 7,056,561 3,339,044 5,868,140 5,877,849 |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 9 Months Ended |
Sep. 25, 2016 | |
SEGMENT AND GEOGRAPHIC INFORMATION [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | NOTE 12—SEGMENT AND GEOGRAPHIC INFORMATION The Company’s chief operating decision maker is its Chief Executive Officer. The chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it operates as a single operating and reportable segment. The following table summarizes revenue by geographic region (in thousands, except percentages): Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 North America $ 8,539 54 % $ 3,840 37 % $ 21,587 51 % $ 10,102 35 % Asia 4,090 26 % 3,902 38 % 12,203 29 % 9,478 32 % Europe 3,025 19 % 2,531 24 % 8,594 20 % 9,186 31 % Rest of World 142 1 % 146 1 % 142 0 % 553 2 % Total $ 15,796 100 % $ 10,419 100 % $ 42,526 100 % $ 29,319 100 % The Company determines geographic location of its revenue based upon the destination of shipments of its products. For the three months ended September 25, 2016, one distributor accounted for 15% of total revenue. For the three months ended September 27, 2015, four customers accounted for 60% of total revenue. No other customer accounted for more than 10% of revenue for the respective three month periods. For the nine months ended September 25, 2016, one distributor accounted for 13% of total revenue. For the nine months ended September 27, 2015, three customers accounted for 41% of total revenue. No other customer accounted for more than 10% of revenue for the respective nine month periods. The following table summarizes long-lived assets by geography (in thousands, except percentages): September 25, 2016 December 31, 2015 Americas $ 3,129 84 % $ 2,680 85 % Europe 448 12 % 435 14 % Asia 153 4 % 18 1 % Total $ 3,730 100 % $ 3,133 100 % Long-lived assets, comprised of property and equipment, net are reported based on the location of the assets at each balance sheet date. |
ORGANIZATION AND BASIS OF PRE19
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 25, 2016 | |
ORGANIZATION AND BASIS OF PRESENTATION [Abstract] | |
Organization | Organization GigPeak Inc. (“GigPeak” or the “Company”), formerly known as GigOptix, Inc. until the second quarter of 2016, is a leading innovator of semiconductor integrated circuits (“ICs”) and software solutions for high-speed connectivity and high-quality video compression. The Company’s focus is to develop and deliver products that enable lower power consumption and faster data connectivity, more efficient use of network infrastructure and broader connectivity to the Cloud, reducing the total cost of ownership for the network’s operators. GigPeak addresses both the speed of data transmission and the amount of bandwidth the data consumes within the network, and its products also help to improve the efficiency of various Cloud-connected enterprise applications. The GigPeak product portfolio provides flexibility to support on-going changes in the connectivity that customers and markets require by deploying a wider offering of solutions from various kinds of semiconductor materials, ICs and Multi-Chip-Modules (“MCMs”), through cost-effective application-specific-integrated-circuits (“ASICs”) and system-on-chips (“SoCs”), and into full software programmable open-platform offerings. Since inception in 2007, the Company has expanded its customer base through its sales and marketing activities, and by acquiring and integrating eight (8) companies with complementary and synergistic products and customers. GigPeak established a worldwide direct sales force which is supported by a number of channel representatives and distributors that sell its products throughout North America, Europe and Asia. |
Basis of Presentation | Basis of Presentation The Company’s fiscal year ends on December 31. For quarterly reporting, the Company deploys a modified five-week, four-week, four-week, reporting period. The third quarter of 2016 ended on Sunday, September 25, 2016. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements as of September 25, 2016 and for the three and nine months ended September 25, 2016 and September 27, 2015, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X. The statements include the accounts of the Company and all of its subsidiaries and they do not include all of the information and footnotes required by such accounting principles for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of September 25, 2016, and the results of operations and cash flows for the nine months ended September 25, 2016 and September 27, 2015. The condensed consolidated results of operations for the three and nine months ended September 25, 2016 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year ending December 31, 2016. This Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Form 10-K filed with the SEC on March 14, 2016 (the “2015 Form 10-K”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. These judgments can be subjective and complex, and consequently, actual results could differ materially from those estimates and assumptions. |
Revenue Recognition | Revenue Recognition The Company’s revenue is mainly derived from the following sources: (i) product revenue, which includes hardware, software and perpetual software license revenue; (ii) services revenue, which include post contract support (“PCS”), professional services, and training; (iii) royalty revenue based on the number of ICs the customers sold during a particular period by the agreed-upon royalty rate; and (iv) engineering project revenues Revenue from sales of optical communication drivers and receivers and multi-chip modules, broadcasting SoCs for video broadcasting, distribution and contribution applications, networking ICs and MCMs for high-speed information streaming, and other hardware and software 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. The Company generally provides a standard product warranty on its products and warranty reserves are made at the time revenue is recorded. See Note 8—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 a 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 sells some products to distributors at the price listed in its price book for that distributor. Certain of the Company’s distributor agreements provide for semi-annual stock rotation privileges of 5% to 10% of net sales for the previous six-month period. At the time of sale, the Company records a sales reserve against revenues for stock rotations approved by management. Each month the Company adjusts the sales reserve for the estimated stock rotation privilege anticipated to be utilized by the distributors. When the distributors pay the Company’s invoices, they may claim stock rotations when appropriate. Once claimed, the Company processes the requests against the prior authorizations and reduces the reserve previously established for that customer. As of September 25, 2016 and December 31, 2015, the reserve for stock rotations was $240,000 and $490,000, respectively, and is recorded in other current liabilities in the consolidated balance sheets. The Company records transaction-based taxes including, but not limited to, sales, use, value added, and excise taxes, on a net basis in its consolidated statements of operations. Service revenue includes customer support services, primarily software maintenance contract services and professional services. Revenue from service contracts is recognized ratably over the contract term, generally ranging from one to three years. Professional services, such as training services, are offered under time and material or fixed-fee contracts. Professional services revenue is recognized as services are performed. The Company recognizes royalty revenue based on reports received from customers during the quarter, assuming that all other revenue recognition criteria are met. The customers generally report shipment information typically within 45 days following the end of their respective quarters. If there is a reliable basis on which the Company can estimate its royalty revenues prior to obtaining the customers’ reports, the Company will recognize royalty revenues in the quarter in which they are earned. If there is not a reliable basis for estimating royalties, the Company will recognize revenue in the following quarter when the shipment report is received. The Company also enters into product development arrangements with certain customers. In general, non-recurring engineering projects require complex technology development and achievement of the development milestones is dependent on the Company’s performance. The milestone payment is generally commensurate with the Company’s effort or the value of the deliverable and is nonrefundable. Although development milestones are typically accepted by the customers, the Company does not have certainty about its ability to achieve these milestones. As such, revenue from product development arrangements are recorded when development milestones are achieved. These revenues are typically recorded at 100% gross margin because the costs associated with non-recurring engineering projects are recorded in research and development as expenses are incurred. The development efforts related to non-recurring engineering projects generally benefit the Company’s overall product development programs beyond the specific project requested by its customers. |
Deferred Revenue | Deferred Revenue Deferred revenue primarily represents PCS contracts billed in advance but yet to be recognized. The current portion of deferred revenue represents the amounts that are expected to be recognized as revenue within one year of the balance sheet date. As of September 25, 2016, the current portion of deferred revenue of $1.0 million is included in other current liabilities and the noncurrent portion of deferred revenue of $2.5 million is included in other long-term liabilities in the condensed consolidated balance sheets. |
Business Combination | Business Combination The Company applied the purchase method of accounting to its recent acquisition of Magnum Semiconductor, Inc. (“Magnum”). See Note 4 —Acquisition for additional information on the Magnum acquisition. Under this method of accounting, all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the completion of the transaction. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, intangibles and other asset lives, among other items. Fair value is defined as the price that would be received in a sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. As a result, the Company may have been required to value the acquired assets at fair value measurements that do not reflect its intended use of those assets. Use of different estimates and judgments could yield different results. Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill. The accounting for the Magnum acquisition is based on currently available information and is considered preliminary. Although the Company believes that the assumptions and estimates made are reasonable and appropriate, they are based in part on historical experience and information that may be obtained from management of the acquired company and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s condensed consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. No. No. The Company is currently evaluating the impact of the adoption of ASU No. 2016-15. In June 2016 the FASB issued Accounting Standard Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Revenue from Contracts with Customers In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In March 2016, the FASB issued ASU No. 2016-07, Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), Leases |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
BALANCE SHEET COMPONENTS [Abstract] | |
Accounts receivable, net | Accounts receivable, net consisted of the following (in thousands): September 25, 2016 December 31, 2015 Accounts receivable $ 14,299 $ 10,659 Allowance for doubtful accounts (94 ) (63 ) Total accounts receivable, net $ 14,205 $ 10,596 |
Inventories | Inventories consisted of the following (in thousands): September 25, 2016 December 31, 2015 Raw materials $ 3,765 $ 2,379 Work in process 5,563 2,710 Finished goods 1,871 1,791 Total inventories $ 11,199 $ 6,880 |
Property and equipment, net | Property and equipment, net consisted of the following (in thousands, except depreciable life): Life (In Years) September 25, 2016 December 31, 2015 Network and laboratory equipment 3 – 5 $ 16,686 $ 13,520 Computer software and equipment 2 – 3 6,159 4,207 Furniture and fixtures 3 – 7 194 165 Office equipment 3 – 5 154 142 Leasehold improvements 1 – 5 782 316 Property and equipment, gross 23,975 18,350 Accumulated depreciation and amortization (20,245 ) (15,217 ) Property and equipment, net $ 3,730 $ 3,133 |
Other current liabilities | Other current liabilities consisted of the following (in thousands): September 25, 2016 December 31, 2015 Accrued commission $ 152 $ 157 Customer deposits 369 342 Deferred revenue 968 — Warranty liability 408 325 Sales return reserve 240 490 Amounts billed to the U.S. government in excess of approved rates 191 191 Unearned government grant 143 278 Accrued legal and accounting expenses 165 129 Income tax payable 181 57 Common stock warrants liability 11 39 Accrued interest 54 — Other 201 211 Total other current liabilities $ 3,083 $ 2,219 |
Other long-term liabilities | Other long-term liabilities consisted of the following (in thousands): September 25, 2016 December 31, 2015 Deferred revenue $ 2,532 $ — Deferred tax liabilities 328 318 Income taxes payable for unrecognized tax benefits 938 434 Accrued retention bonus 144 89 Other 76 71 Total other long-term liabilities $ 4,018 $ 912 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
FAIR VALUE MEASUREMENT [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 September 25, 2016 and December 31, 2015 (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) September 25, 2016: Financial Assets: Money market funds $ 12,390 $ 12,390 $ $ Financial Liabilities: Common stock warrants liability $ 11 $ $ $ 11 December 31, 2015: Financial Assets: Money market funds $ 12,364 $ 12,364 $ — $ — Financial Liabilities: Common stock warrants liability $ 39 $ — $ — $ 39 |
Warrants subject to liability accounting | The following table summarizes the key terms of common stock warrants subject to liability classification as of September 25, 2016 and December 31, 2015 (in thousands, except share and per share amounts): Number of Common Stock Warrants Fair Value Holder Upon Issuance As of September 25, 2016 As of December 31, 2015 Grant Date Expiration Date Exercise Price per Share As of September 25, 2016 As of December 31, 2015 Bridge Bank 20,000 32,429 31,573 April 7, 2010 April 7, 2017 $ 2.25 $ 11 $ 39 |
Estimate of fair value for warrants assumptions | The fair value of common stock warrants was determined using Black-Scholes option-pricing model. The fair value of the warrants was estimated using the following assumptions: September 25, 2016 December 31, 2015 Stock price $ 2.33 $ 3.04 Exercise price $ 2.25 $ 2.31 Expected life 0.53 years 1.55 years Risk-free interest rate 0.40 % 0.86 % Volatility 46 % 62 % Fair value per share $ 0.35 $ 1.23 |
Change in the fair value of level 3 liabilities | The change in the fair value of the Level 3 common stock warrants liability during the three and nine months ended September 25, 2016 and September 27, 2015 is as follows (in thousands): Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Fair value—beginning of period $ 11 $ 12 $ 39 $ 8 Change in fair value — 2 (28 ) 6 Fair value—end of period $ 11 $ 14 $ 11 $ 14 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
ACQUISITION [Abstract] | |
Schedule of purchase price allocation | The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): September 25, 2016 Tangible assets acquired: Cash and cash equivalents $ 1,707 Accounts receivable 1,122 Inventories 1,224 Other current assets 1,069 Property and equipment 233 Other long-term assets 15 Liabilities assumed: Accounts payable (1,279 ) Accrued and other current liabilities (2,348 ) Deferred revenue, net of associated costs (4,912 ) Other long-term liabilities (593 ) Identifiable intangible assets acquired: Developed technology 16,710 In-process research and development (IPR&D) 7,680 Customer relationships 800 Trade name 330 Goodwill arising from the acquisition: Goodwill 33,288 Total purchase consideration $ 55,046 |
Pro forma financial information | The following table presents the unaudited pro forma financial information for the combined entity of GigPeak and Magnum for the three and nine month periods ended September 25, 2016 and September 27, 2015, as if the acquisition had occurred at the beginning of the periods presented after giving effect to certain purchase accounting adjustments. Magnum was acquired on April 5, 2016. Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 (in thousands except per share amounts) Net revenue $ 15,796 $ 15,110 $ 46,402 $ 43,451 Net income (loss) $ 671 $ (2,671 ) $ (3,750 ) $ (10,281 ) Net income (loss) per share $ 0.01 $ (0.06 ) $ (0.06 ) $ (0.25 ) |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
INTANGIBLE ASSETS AND GOODWILL [Abstract] | |
Intangible assets | Intangible assets consist of the following (in thousands): As of September 25, 2016 As of December 31, 2015 Life (years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Definite-lived intangible assets: Customer relationships 6-8 $ 4,077 $ (2,915 ) $ 1,162 $ 3,277 $ (2,542 ) $ 735 Developed technology 6-7 23,237 (5,180 ) 18,057 6,527 (3,386 ) 3,141 Patents 5-16 457 (411 ) 46 457 (407 ) 50 Trade name 1-10 989 (612 ) 377 659 (438 ) 221 Total definite-lived intangible assets 28,760 (9,118 ) 19,642 10,920 (6,773 ) 4,147 Indefinite-lived intangible assets: IPR&D 8,063 — 8,063 383 — 383 Total intangible assets $ 36,823 $ (9,118 ) $ 27,705 $ 11,303 $ (6,773 ) $ 4,530 |
Amortization of intangible assets | For the three and nine months ended September 25, 2016 and September 27, 2015, amortization of intangible assets was as follows (in thousands): Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Cost of revenue $ 452 $ 103 $ 1,255 $ 310 Research and development expense 98 — 293 — Selling, general and administrative expense 214 120 549 360 $ 764 $ 223 $ 2,097 $ 670 |
Estimated future amortization expense | Estimated future amortization expense related to definite-lived intangible assets as of September 25, 2016 is as follows (in thousands): Years Ending December 31, 2016 (remainder of the year) $ 988 2017 3,512 2018 2,955 2019 2,946 2020 2,897 Thereafter 6,344 Total $ 19,642 |
Changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill for the nine months ended September 25, 2016 are as follows (in thousands): Amount Balance as of December 31, 2015 $ 12,565 Goodwill addition from Magnum acquisition 33,288 Balance as of September 25, 2016 $ 45,853 |
CREDIT FACILITIES (Tables)
CREDIT FACILITIES (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
CREDIT FACILITIES [Abstract] | |
Future Principal Payments under the Term Loan | Future principal payments under the Term Loan are as follows (in thousands): Years Ending December 31, 2016 (remainder of the year) $ 750 2017 3,000 2018 3,000 2019 3,000 2020 3,000 Thereafter 1,000 Total $ 13,750 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Aggregate non-cancelable future minimum rental payments | Aggregate non-cancelable future minimum rental payments under capital and operating leases are as follows (in thousands): Capital Leases Operating Leases Years Ending December 31, Minimum Lease Payments Minimum Lease Payments 2016 (remainder of the year) $ 7 $ 271 2017 9 898 2018 — 955 2019 — 947 2020 — 858 Thereafter — 1,167 Total minimum lease payments 16 $ 5,096 Less: amount representing interest — Total capital lease obligations 16 Less: current portion (16 ) Long-term portion of capital lease obligations $ — |
Summary of changes in warranty accrual | The table below summarizes the activities related to accrued product warranties, which is included as a component of other current liabilities, for the three and nine months ended September 25, 2016 and September 27, 2015 (in thousands): Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Accrued product warranties — beginning of period $ 301 $ 357 $ 325 $ 334 Warranty charges 406 117 494 395 Warranties settled (299 ) (139 ) (411 ) (394 ) Accrued product warranties — $ 408 $ 335 $ 408 $ 335 |
STOCKHOLDERS' EQUITY AND STOC26
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION [Abstract] | |
Schedule of stock-based compensation expense | The following table summarizes the Company’s stock-based compensation expense for the three and nine months ended September 25, 2016 and September 27, 2015 (in thousands): Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Cost of revenue $ 74 $ 94 $ 232 $ 315 Research and development expense 277 287 879 896 Selling, general and administrative expense 745 562 2,343 1,921 Total Stock-Based Compensation Expense $ 1,096 $ 943 $ 3,454 $ 3,132 |
Summary of option activity | The following table summarizes option activities under the Company’s equity incentive plans for the nine months ended September 25, 2016: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding—December 31, 2015 7,918,584 $ 2.32 4.82 $ 7,422 Exercised (419,450 ) 1.61 Forfeited/Expired (178,191 ) 5.10 Outstanding—September 25, 2016 7,320,943 $ 2.29 4.06 $ 2,846 Vested and exercisable, September 25, 2016 7,261,710 $ 2.30 4.04 $ 2,760 Vested and exercisable and expected to vest, September 25, 2016 7,316,946 $ 2.29 4.06 $ 2,840 |
Summary of RSU activity | The following table summarizes RSU activities under the Company’s equity incentive plans for the nine months ended September 25, 2016: Number of Shares Weighted -Average Grant Date Fair Value Unvested balance—December 31, 2015 4,361,833 $ 1.64 Granted 2,999,443 2.65 Released (1,411,074 ) 1.84 Forfeited/expired (876,173 ) 2.18 Unvested balance— September 25, 2016 5,074,029 $ 2.11 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
NET INCOME PER SHARE [Abstract] | |
Computations for basic and diluted net income per share | The computations for basic and diluted net income per share are as follows (in thousands, except per share data): Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Net income $ 671 $ 1,030 $ 704 $ 916 Weighted-average number of shares used in basic net income per share 67,623 36,769 55,734 34,060 Effect of dilutive securities: Stock options 1,047 940 1,617 654 Restricted stock units 726 785 1,071 393 Common stock warrants 3 3 5 2 Weighted-average number of shares used in diluted net income per share 69,399 38,497 58,427 35,109 Net income per share $ 0.01 $ 0.03 $ 0.01 $ 0.03 Net income per share $ 0.01 $ 0.03 $ 0.01 $ 0.03 |
Antidilutive securities excluded from computation of earnings per share | The following weighted-average common stock equivalents were excluded from the calculation of diluted net income per share for the periods presented because including them would have been anti-dilutive: Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Stock options and RSUs 6,899,132 3,182,471 5,732,330 5,719,305 Common stock warrants 157,429 156,573 135,810 158,544 Total 7,056,561 3,339,044 5,868,140 5,877,849 |
SEGMENT AND GEOGRAPHIC INFORM28
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
SEGMENT AND GEOGRAPHIC INFORMATION [Abstract] | |
Revenue by geographic region | The following table summarizes revenue by geographic region (in thousands, except percentages): Three Months Ended Nine Months Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 North America $ 8,539 54 % $ 3,840 37 % $ 21,587 51 % $ 10,102 35 % Asia 4,090 26 % 3,902 38 % 12,203 29 % 9,478 32 % Europe 3,025 19 % 2,531 24 % 8,594 20 % 9,186 31 % Rest of World 142 1 % 146 1 % 142 0 % 553 2 % Total $ 15,796 100 % $ 10,419 100 % $ 42,526 100 % $ 29,319 100 % |
Long lived assets by country | The following table summarizes long-lived assets by geography (in thousands, except percentages): September 25, 2016 December 31, 2015 Americas $ 3,129 84 % $ 2,680 85 % Europe 448 12 % 435 14 % Asia 153 4 % 18 1 % Total $ 3,730 100 % $ 3,133 100 % |
ORGANIZATION AND BASIS OF PRE29
ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($) | 6 Months Ended | 9 Months Ended | |
Jun. 26, 2016 | Sep. 25, 2016 | Dec. 31, 2015 | |
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 | $ 240,000 | $ 490,000 | |
Deferred Revenue [Abstract] | |||
Time period of revenue recognition | 1 year | ||
Current portion of deferred revenue | $ 968,000 | 0 | |
Noncurrent portion of deferred revenue | $ 2,532,000 | $ 0 | |
Minimum [Member] | |||
Revenue Recognition [Line Items] | |||
Stock rotation privileges specified as percentage of net sales | 5.00% | ||
Contract term of service revenue | 1 year | ||
Maximum [Member] | |||
Revenue Recognition [Line Items] | |||
Stock rotation privileges specified as percentage of net sales | 10.00% | ||
Contract term of service revenue | 3 years | ||
Number of days for reporting shipment information | 45 days |
BALANCE SHEET COMPONENTS (Detai
BALANCE SHEET COMPONENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | Dec. 31, 2015 | ||
BALANCE SHEET COMPONENTS [Abstract] | ||||||
Accounts receivable | $ 14,299,000 | $ 14,299,000 | $ 10,659,000 | |||
Allowance for doubtful accounts | (94,000) | (94,000) | (63,000) | |||
Total accounts receivable, net | 14,205,000 | 14,205,000 | 10,596,000 | [1] | ||
Inventory, net [Abstract] | ||||||
Raw materials | 3,765,000 | 3,765,000 | 2,379,000 | |||
Work in process | 5,563,000 | 5,563,000 | 2,710,000 | |||
Finished goods | 1,871,000 | 1,871,000 | 1,791,000 | |||
Total inventories | 11,199,000 | 11,199,000 | 6,880,000 | [1] | ||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 23,975,000 | 23,975,000 | 18,350,000 | |||
Accumulated depreciation and amortization | (20,245,000) | (20,245,000) | (15,217,000) | |||
Property and equipment, net | 3,730,000 | 3,730,000 | 3,133,000 | [1] | ||
Depreciation expense related to property and equipment | 433,000 | $ 332,000 | 1,200,000 | $ 1,100,000 | ||
Amortization of prepaid licenses | 477,000 | $ 313,000 | 1,300,000 | $ 846,000 | ||
Accrued and other current liabilities [Abstract] | ||||||
Accrued commission | 152,000 | 152,000 | 157,000 | |||
Customer deposits | 369,000 | 369,000 | 342,000 | |||
Deferred revenue | 968,000 | 968,000 | 0 | |||
Warranty liability | 408,000 | 408,000 | 325,000 | |||
Sales return reserve | 240,000 | 240,000 | 490,000 | |||
Amounts billed to the U.S. government in excess of approved rates | 191,000 | 191,000 | 191,000 | |||
Unearned government grant | 143,000 | 143,000 | 278,000 | |||
Accrued legal and accounting expenses | 165,000 | 165,000 | 129,000 | |||
Income tax payable | 181,000 | 181,000 | 57,000 | |||
Common stock warrants liability | 11,000 | 11,000 | 39,000 | |||
Accrued interest | 54,000 | 54,000 | 0 | |||
Other | 201,000 | 201,000 | 211,000 | |||
Total other current liabilities | 3,083,000 | 3,083,000 | 2,219,000 | [1] | ||
Other long term liabilities [Abstract] | ||||||
Deferred revenue | 2,532,000 | 2,532,000 | 0 | |||
Deferred tax liabilities | 328,000 | 328,000 | 318,000 | |||
Income taxes payable for unrecognized tax benefits | 938,000 | 938,000 | 434,000 | |||
Accrued retention bonus | 144,000 | 144,000 | 89,000 | |||
Other | 76,000 | 76,000 | 71,000 | |||
Total other long-term liabilities | 4,018,000 | 4,018,000 | 912,000 | [1] | ||
Network and Laboratory Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 16,686,000 | $ 16,686,000 | 13,520,000 | |||
Network and Laboratory Equipment [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 3 years | |||||
Network and Laboratory Equipment [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 5 years | |||||
Computer Software and Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 6,159,000 | $ 6,159,000 | 4,207,000 | |||
Computer Software and Equipment [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 2 years | |||||
Computer Software and Equipment [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 3 years | |||||
Furniture and Fixtures [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 194,000 | $ 194,000 | 165,000 | |||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 3 years | |||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 7 years | |||||
Office Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 154,000 | $ 154,000 | 142,000 | |||
Office Equipment [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 3 years | |||||
Office Equipment [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 5 years | |||||
Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | $ 782,000 | $ 782,000 | $ 316,000 | |||
Leasehold Improvements [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 1 year | |||||
Leasehold Improvements [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 5 years | |||||
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date. |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 15, 2016 | Sep. 10, 2015 | Dec. 24, 2013 | Jul. 07, 2010 | Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | Dec. 31, 2015 | Sep. 25, 2016 | Dec. 31, 2015 | Dec. 16, 2014 |
Current liabilities [Abstract] | ||||||||||||
Common stock warrants liability | $ 11 | $ 39 | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Additional equity shares issued (in shares) | 13,194,643 | 10,643,000 | 9,573,750 | 2,760,000 | ||||||||
Share price of additional equity offering (in dollars per share) | $ 2 | $ 1.70 | $ 1.42 | $ 1.75 | ||||||||
Warrants subject to liability accounting [Abstract] | ||||||||||||
Adjusted warrants (in shares) | 161,554 | |||||||||||
Price per share (in dollars per share) | $ 5.25 | $ 8.50 | ||||||||||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||||||||||||
Assets [Abstract] | ||||||||||||
Money market funds | $ 12,390 | 12,364 | ||||||||||
Current liabilities [Abstract] | ||||||||||||
Common stock warrants liability | 0 | 0 | ||||||||||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||||||
Assets [Abstract] | ||||||||||||
Money market funds | 0 | 0 | ||||||||||
Current liabilities [Abstract] | ||||||||||||
Common stock warrants liability | 0 | 0 | ||||||||||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||||||
Assets [Abstract] | ||||||||||||
Money market funds | 0 | 0 | ||||||||||
Current liabilities [Abstract] | ||||||||||||
Common stock warrants liability | 11 | 39 | ||||||||||
Carrying Value [Member] | Recurring [Member] | ||||||||||||
Assets [Abstract] | ||||||||||||
Money market funds | 12,390 | 12,364 | ||||||||||
Current liabilities [Abstract] | ||||||||||||
Common stock warrants liability | 11 | 39 | ||||||||||
Common Stock Warrants Liability [Member] | ||||||||||||
Warrants subject to liability accounting [Abstract] | ||||||||||||
Fair value | $ 11 | $ 12 | $ 39 | $ 8 | $ 8 | $ 11 | $ 39 | |||||
Change in fair value of Level 3 liability warrants [Roll Forward] | ||||||||||||
Fair value, beginning of period | 11 | 12 | 39 | 8 | 8 | |||||||
Change in fair value | 0 | 2 | (28) | 6 | ||||||||
Fair value, end of period | 11 | $ 14 | $ 11 | $ 14 | 39 | |||||||
Bridge Bank Warrant [Member] | ||||||||||||
Warrants subject to liability accounting [Abstract] | ||||||||||||
Holder | Bridge Bank | |||||||||||
Original warrants (in shares) | 20,000 | |||||||||||
Adjusted warrants (in shares) | 32,429 | 31,573 | ||||||||||
Grant date | Apr. 7, 2010 | |||||||||||
Expiration date | Apr. 7, 2017 | |||||||||||
Price per share (in dollars per share) | $ 2.25 | |||||||||||
Fair value | 11 | $ 39 | $ 39 | $ 11 | $ 39 | |||||||
Fair value assumptions [Abstract] | ||||||||||||
Stock price (in dollars per share) | $ 2.33 | $ 3.04 | ||||||||||
Exercise price (in dollars per share) | 2.25 | 2.31 | ||||||||||
Expected life | 6 months 11 days | 1 year 6 months 18 days | ||||||||||
Risk-free interest rate | 0.40% | 0.86% | ||||||||||
Volatility | 46.00% | 62.00% | ||||||||||
Fair value per share (in dollars per share) | $ 0.35 | $ 1.23 | ||||||||||
Change in fair value of Level 3 liability warrants [Roll Forward] | ||||||||||||
Fair value, beginning of period | $ 39 | |||||||||||
Fair value, end of period | $ 11 | $ 11 | $ 39 |
ACQUISITION (Details)
ACQUISITION (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 05, 2016 | Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | Dec. 31, 2015 | [1] |
Goodwill arising from the acquisition [Abstract] | |||||||
Goodwill | $ 45,853 | $ 45,853 | $ 12,565 | ||||
Business acquisition, proforma financial information [Abstract] | |||||||
Net revenue | 15,796 | $ 15,110 | 46,402 | $ 43,451 | |||
Net income (loss) | $ 671 | $ (2,671) | $ (3,750) | $ (10,281) | |||
Net income (loss) per share-basic and diluted (in dollars per share) | $ 0.01 | $ (0.06) | $ (0.06) | $ (0.25) | |||
Acquisition-related transaction costs | $ 1,300 | $ 1,300 | |||||
Magnum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid on acquisition | $ 37,100 | ||||||
Purchase consideration amount remains in escrow account | 6,000 | ||||||
Purchase consideration amount remains in escrow account for the first 12 months | 5,000 | ||||||
Tangible assets acquired [Abstract] | |||||||
Cash and cash equivalents | 1,707 | 1,707 | |||||
Accounts receivable | 1,122 | 1,122 | |||||
Inventories | 1,224 | 1,224 | |||||
Other current assets | 1,069 | 1,069 | |||||
Property and equipment | 233 | 233 | |||||
Other long-term assets | 15 | 15 | |||||
Liabilities assumed [Abstract] | |||||||
Accounts payable | (1,279) | (1,279) | |||||
Accrued and other current liabilities | (2,348) | (2,348) | |||||
Deferred revenue, net of associated costs | (4,912) | (4,912) | |||||
Other long-term liabilities | (593) | (593) | |||||
Goodwill arising from the acquisition [Abstract] | |||||||
Goodwill | 33,288 | 33,288 | |||||
Total purchase consideration | 55,046 | 55,046 | |||||
Magnum [Member] | Developed Technology [Member] | |||||||
Identifiable intangible assets acquired [Abstract] | |||||||
Intangible assets | 16,710 | 16,710 | |||||
Magnum [Member] | IPR&D [Member] | |||||||
Identifiable intangible assets acquired [Abstract] | |||||||
Intangible assets | 7,680 | 7,680 | |||||
Magnum [Member] | Customer Relationships [Member] | |||||||
Identifiable intangible assets acquired [Abstract] | |||||||
Intangible assets | 800 | 800 | |||||
Magnum [Member] | Trade Name [Member] | |||||||
Identifiable intangible assets acquired [Abstract] | |||||||
Intangible assets | $ 330 | $ 330 | |||||
Magnum [Member] | Line of Credit - Silicon Valley Bank [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Line of credit amount borrowed | $ 22,100 | ||||||
Magnum [Member] | Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase consideration, escrow period | 12 months | ||||||
Business acquisition, proforma financial information [Abstract] | |||||||
Acquired intangible asset useful life | 15 months | ||||||
Magnum [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase consideration, escrow additional period | 12 months | ||||||
Business acquisition, proforma financial information [Abstract] | |||||||
Acquired intangible asset useful life | 7 years | ||||||
Magnum [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in acquisition (in shares) | 6,990,654 | ||||||
Fair value of stock issued in acquisition | $ 17,900 | ||||||
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date. |
INTANGIBLE ASSETS AND GOODWIL33
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | Dec. 31, 2015 | ||
Definite-lived intangible assets [Abstract] | ||||||
Definite-lived intangible assets, Gross | $ 28,760,000 | $ 28,760,000 | $ 10,920,000 | |||
Definite-lived intangible assets, Accumulated Amortization | (9,118,000) | (9,118,000) | (6,773,000) | |||
Definite-lived intangible assets, Net | 19,642,000 | 19,642,000 | 4,147,000 | |||
Amortization of intangible assets | 764,000 | $ 223,000 | 2,097,000 | $ 670,000 | ||
Amortization of intangible assets capitalized in inventory | 248,000 | 0 | ||||
Intangible Assets, Net [Abstract] | ||||||
Total intangible assets, Gross | 36,823,000 | 36,823,000 | 11,303,000 | |||
Definite-lived intangible assets, Accumulated Amortization | (9,118,000) | (9,118,000) | (6,773,000) | |||
Total intangible assets, Net | 27,705,000 | 27,705,000 | 4,530,000 | [1] | ||
Cost of Revenue [Member] | ||||||
Definite-lived intangible assets [Abstract] | ||||||
Amortization of intangible assets | 452,000 | 103,000 | 1,255,000 | 310,000 | ||
Research and Development Expense [Member] | ||||||
Definite-lived intangible assets [Abstract] | ||||||
Amortization of intangible assets | 98,000 | 0 | 293,000 | 0 | ||
Selling, General and Administrative Expenses [Member] | ||||||
Definite-lived intangible assets [Abstract] | ||||||
Amortization of intangible assets | 214,000 | $ 120,000 | 549,000 | $ 360,000 | ||
Customer Relationships [Member] | ||||||
Definite-lived intangible assets [Abstract] | ||||||
Definite-lived intangible assets, Gross | 4,077,000 | 4,077,000 | 3,277,000 | |||
Definite-lived intangible assets, Accumulated Amortization | (2,915,000) | (2,915,000) | (2,542,000) | |||
Definite-lived intangible assets, Net | 1,162,000 | 1,162,000 | 735,000 | |||
Intangible Assets, Net [Abstract] | ||||||
Definite-lived intangible assets, Accumulated Amortization | (2,915,000) | (2,915,000) | (2,542,000) | |||
Developed Technology [Member] | ||||||
Definite-lived intangible assets [Abstract] | ||||||
Definite-lived intangible assets, Gross | 23,237,000 | 23,237,000 | 6,527,000 | |||
Definite-lived intangible assets, Accumulated Amortization | (5,180,000) | (5,180,000) | (3,386,000) | |||
Definite-lived intangible assets, Net | 18,057,000 | 18,057,000 | 3,141,000 | |||
Intangible Assets, Net [Abstract] | ||||||
Definite-lived intangible assets, Accumulated Amortization | (5,180,000) | (5,180,000) | (3,386,000) | |||
Patents [Member] | ||||||
Definite-lived intangible assets [Abstract] | ||||||
Definite-lived intangible assets, Gross | 457,000 | 457,000 | 457,000 | |||
Definite-lived intangible assets, Accumulated Amortization | (411,000) | (411,000) | (407,000) | |||
Definite-lived intangible assets, Net | 46,000 | 46,000 | 50,000 | |||
Intangible Assets, Net [Abstract] | ||||||
Definite-lived intangible assets, Accumulated Amortization | (411,000) | (411,000) | (407,000) | |||
Trade Name [Member] | ||||||
Definite-lived intangible assets [Abstract] | ||||||
Definite-lived intangible assets, Gross | 989,000 | 989,000 | 659,000 | |||
Definite-lived intangible assets, Accumulated Amortization | (612,000) | (612,000) | (438,000) | |||
Definite-lived intangible assets, Net | 377,000 | 377,000 | 221,000 | |||
Intangible Assets, Net [Abstract] | ||||||
Definite-lived intangible assets, Accumulated Amortization | (612,000) | $ (612,000) | (438,000) | |||
Minimum [Member] | Customer Relationships [Member] | ||||||
Definite-lived intangible assets [Abstract] | ||||||
Definite-lived intangible assets, Life | 6 years | |||||
Minimum [Member] | Developed Technology [Member] | ||||||
Definite-lived intangible assets [Abstract] | ||||||
Definite-lived intangible assets, 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 | 1 year | |||||
Maximum [Member] | Customer Relationships [Member] | ||||||
Definite-lived intangible assets [Abstract] | ||||||
Definite-lived intangible assets, Life | 8 years | |||||
Maximum [Member] | Developed Technology [Member] | ||||||
Definite-lived intangible assets [Abstract] | ||||||
Definite-lived intangible assets, 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 | $ 8,063,000 | $ 8,063,000 | $ 383,000 | |||
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date. |
INTANGIBLE ASSETS AND GOODWILL,
INTANGIBLE ASSETS AND GOODWILL, Estimated Future Amortization Expense Related to Intangible Assets and Acquisition Related Goodwill (Details) - USD ($) $ in Thousands | Apr. 05, 2016 | Sep. 25, 2016 | Dec. 31, 2015 | |
Future amortization expense [Abstract] | ||||
2016 (remainder of year) | $ 988 | |||
2,017 | 3,512 | |||
2,018 | 2,955 | |||
2,019 | 2,946 | |||
2,020 | 2,897 | |||
Thereafter | 6,344 | |||
Total | 19,642 | $ 4,147 | ||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning balance | [1] | 12,565 | ||
Goodwill acquired due to acquisition | 33,288 | |||
Goodwill, Ending balance | 45,853 | |||
Magnum [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Ending balance | $ 33,288 | |||
Total purchase price | $ 55,000 | |||
Assumed liabilities | $ 9,100 | |||
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date. |
INVESTMENT IN UNCONSOLIDATED 35
INVESTMENT IN UNCONSOLIDATED AFFILIATES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 25, 2016 | Sep. 27, 2015 | Jun. 28, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 25, 2016 | Feb. 28, 2014 | ||
Schedule of Investments [Line Items] | ||||||||||
Inventory | $ 11,199,000 | $ 11,199,000 | $ 6,880,000 | [1] | ||||||
Property and equipment | 3,730,000 | 3,730,000 | 3,133,000 | [1] | ||||||
Loss attributable to affiliate | 0 | $ 0 | 0 | $ (3,000) | ||||||
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 | |||||||||
Anagog Ltd [Member] | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Investment in affiliate | $ 1,200,000 | |||||||||
Anagog Ltd [Member] | Other Assets [Member] | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Cost method investments | $ 1,200,000 | $ 1,200,000 | ||||||||
GigPeak, Inc. [Member] | BrP [Member] | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Joint venture ownership percentage | 37.90% | 37.90% | ||||||||
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date. |
CREDIT FACILITIES (Details)
CREDIT FACILITIES (Details) | May 31, 2015 | Sep. 25, 2016USD ($)$ / sharesshares | Sep. 25, 2016USD ($)FacilityInstallmentWarrant$ / sharesshares | Sep. 27, 2015USD ($) | Dec. 31, 2015USD ($) | [1] | Dec. 16, 2014$ / shares |
Line of Credit Facility [Line Items] | |||||||
Notes payable, current | $ 2,905,000 | $ 2,905,000 | $ 0 | ||||
Number of existing warrants to purchase common stock | Warrant | 2 | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 5.25 | $ 5.25 | $ 8.50 | ||||
Amortization of debt discount | $ 53,000 | $ 0 | |||||
Term Loan [Member] | |||||||
Long-term debt, fiscal year maturity [Abstract] | |||||||
2016 (remainder of the year) | $ 750,000 | 750,000 | |||||
2,017 | 3,000,000 | 3,000,000 | |||||
2,018 | 3,000,000 | 3,000,000 | |||||
2,019 | 3,000,000 | 3,000,000 | |||||
2,020 | 3,000,000 | 3,000,000 | |||||
Thereafter | 1,000,000 | 1,000,000 | |||||
Total | 13,750,000 | 13,750,000 | |||||
Silicon Valley Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Amortization of debt discount | $ 43,000 | $ 53,000 | |||||
Silicon Valley Bank [Member] | Warrant One [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 4,125 | 4,125 | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.73 | $ 0.73 | |||||
Silicon Valley Bank [Member] | Warrant Two [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 125,000 | 125,000 | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 4 | $ 4 | |||||
Silicon Valley Bank [Member] | Second Amendment [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 7,000,000 | $ 7,000,000 | |||||
Borrowing base percentage used for maximum borrowing capacity | 80.00% | ||||||
Loan agreement expiration date | May 6, 2016 | ||||||
Silicon Valley Bank [Member] | Second Amendment [Member] | Prime Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.60% | 0.40% | |||||
Silicon Valley Bank [Member] | Third Restated Loan Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 29,000,000 | $ 29,000,000 | |||||
Number of credit facilities | Facility | 2 | ||||||
Silicon Valley Bank [Member] | Amendment Revolving Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 14,000,000 | $ 14,000,000 | |||||
Borrowing base percentage used for maximum borrowing capacity | 80.00% | ||||||
Debt instrument term | 24 months | ||||||
Amount outstanding | 0 | $ 0 | |||||
Silicon Valley Bank [Member] | Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 15,000,000 | $ 15,000,000 | |||||
Number of installments to be repaid | Installment | 60 | ||||||
Amount outstanding | 13,800,000 | $ 13,800,000 | |||||
Notes payable, current | 3,000,000 | 3,000,000 | |||||
Debt issuance cost | $ 200,000 | $ 200,000 | |||||
Silicon Valley Bank [Member] | Term Loan [Member] | Prime Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Stated interest rate | 4.75% | 4.75% | |||||
Basis spread on variable rate | 1.25% | ||||||
Silicon Valley Bank [Member] | Revolving Line [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt issuance cost | $ 143,000 | $ 143,000 | |||||
Silicon Valley Bank [Member] | Revolving Line [Member] | Prime Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Stated interest rate | 3.90% | 3.90% | |||||
Basis spread on variable rate | 0.40% | ||||||
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date. |
COMMITMENTS AND CONTINGENCIES37
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||||
Extended lease term | 64 months | |||
Rent holiday term | 4 months | |||
Option to further extend lease term | 5 years | |||
Facilities rent expense | $ 261,000 | $ 110,000 | $ 680,000 | $ 338,000 |
Aggregate non-cancelable future minimum rental payments under capital leases [Abstract] | ||||
Capital leases, 2016 (remainder of the year) | 7,000 | 7,000 | ||
Capital leases, 2017 | 9,000 | 9,000 | ||
Capital leases, 2018 | 0 | 0 | ||
Capital leases, 2019 | 0 | 0 | ||
Capital leases, 2020 | 0 | 0 | ||
Capital leases, Thereafter | 0 | 0 | ||
Capital leases, Total minimum lease payments | 16,000 | 16,000 | ||
Less: amount representing interest | 0 | 0 | ||
Total capital lease obligations | 16,000 | 16,000 | ||
Less: current portion | (16,000) | (16,000) | ||
Long-term portion of capital lease obligations | 0 | 0 | ||
Aggregate non-cancelable future minimum rental payments under operating leases [Abstract] | ||||
Operating leases, 2016 (remainder of the year) | 271,000 | 271,000 | ||
Operating leases, 2017 | 898,000 | 898,000 | ||
Operating leases, 2018 | 955,000 | 955,000 | ||
Operating Leases, 2019 | 947,000 | 947,000 | ||
Operating Leases, 2020 | 858,000 | 858,000 | ||
Operating Leases, Thereafter | 1,167,000 | 1,167,000 | ||
Operating leases, total minimum lease payments | 5,096,000 | $ 5,096,000 | ||
Approximate period of product warranty | 1 year | |||
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Accrued product warranties - beginning of period | 301,000 | 357,000 | $ 325,000 | 334,000 |
Warranty charges | 406,000 | 117,000 | 494,000 | 395,000 |
Warranties settled | (299,000) | (139,000) | (411,000) | (394,000) |
Accrued product warranties - ending of period | $ 408,000 | $ 335,000 | $ 408,000 | $ 335,000 |
STOCKHOLDERS' EQUITY AND STOC38
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION (Details) - USD ($) | Jun. 15, 2016 | Jun. 10, 2016 | Mar. 24, 2016 | Mar. 21, 2016 | Sep. 10, 2015 | Dec. 24, 2013 | Jul. 07, 2010 | Sep. 25, 2016 | Sep. 27, 2015 | Dec. 31, 2015 | [1] | Dec. 16, 2014 | Nov. 30, 2014 | Jan. 06, 2012 | Dec. 31, 2008 |
Public Offering [Abstract] | |||||||||||||||
Equity shares issued (in shares) | 13,194,643 | 10,643,000 | 9,573,750 | 2,760,000 | |||||||||||
Public offering price per share (in dollars per share) | $ 2 | $ 1.70 | $ 1.42 | $ 1.75 | |||||||||||
Proceeds from public offering of stock, net | $ 24,300,000 | $ 24,531,000 | $ 16,483,000 | ||||||||||||
Proceeds from public offering of stock, gross | 24,700,000 | ||||||||||||||
Legal, accounting, registration and other transaction costs related to the public offering | $ 400,000 | ||||||||||||||
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 | |||||||||||||
Preferred stock, voting rights | Each share of preferred stock has voting rights equal to one thousand shares of common stock | ||||||||||||||
Minimum [Member] | |||||||||||||||
Common and preferred stock [Abstract] | |||||||||||||||
Ownership percentage of beneficial owner for exercisability of rights to purchase preferred stock to be triggered | 10.00% | ||||||||||||||
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% | ||||||||||||||
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 | ||||||||||||||
Public Offering [Member] | |||||||||||||||
Public Offering [Abstract] | |||||||||||||||
Equity shares issued (in shares) | 11,319,643 | ||||||||||||||
Public offering price per share (in dollars per share) | $ 2 | ||||||||||||||
Common and preferred stock [Abstract] | |||||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||||||||||
Secondary Public Offering [Member] | Magnum [Member] | |||||||||||||||
Public Offering [Abstract] | |||||||||||||||
Equity shares issued (in shares) | 495,757 | ||||||||||||||
Public offering price per share (in dollars per share) | $ 2 | ||||||||||||||
Secondary Public Offering [Member] | Officers and Directors [Member] | |||||||||||||||
Public Offering [Abstract] | |||||||||||||||
Equity shares issued (in shares) | 684,600 | ||||||||||||||
Public offering price per share (in dollars per share) | $ 2 | ||||||||||||||
Overallotment [Member] | |||||||||||||||
Public Offering [Abstract] | |||||||||||||||
Equity shares issued (in shares) | 1,875,000 | ||||||||||||||
Period for grant option to purchase common stock | 30 days | ||||||||||||||
Private Equity Placement [Member] | PSTI Agreement [Member] | |||||||||||||||
Public Offering [Abstract] | |||||||||||||||
Equity shares issued (in shares) | 1,754,385 | ||||||||||||||
Public offering price per share (in dollars per share) | $ 2.85 | ||||||||||||||
Proceeds from public offering of stock, net | $ 4,600,000 | ||||||||||||||
Legal, accounting, registration and other transaction costs related to the public offering | $ 384,000 | ||||||||||||||
Private Equity Placement [Abstract] | |||||||||||||||
Common stock, purchase price | $ 5,000,000 | ||||||||||||||
Percentage of aggregate purchase price on monthly, prorated basis | 0.40% | ||||||||||||||
Percentage of interest on liquidated damages accrued | 1.00% | ||||||||||||||
Percentage of interest on return of full purchase price | 0.40% | ||||||||||||||
Amount of reimbursed expenses in connection with negotiation | $ 15,000 | ||||||||||||||
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date. |
STOCKHOLDERS' EQUITY AND STOC39
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION, Share-based Compensation Arrangements by Share-based Payment Award (Details) | Jul. 19, 2016Grantsshares | Sep. 25, 2016USD ($)$ / sharesshares | Sep. 27, 2015USD ($) | Sep. 25, 2016USD ($)$ / sharesshares | Sep. 27, 2015USD ($) | Dec. 31, 2015USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants outstanding (in shares) | 161,554 | 161,554 | ||||
Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ | $ 30,000 | $ 30,000 | ||||
Weighted average period of recognition for unrecognized compensation cost | 7 months 6 days | |||||
Total grant date fair value options | $ | $ 0 | $ 0 | $ 0 | $ 0 | ||
Stock options activity, number of shares [Roll Forward] | ||||||
Outstanding, beginning balance (in shares) | 7,918,584 | |||||
Exercised (in shares) | (419,450) | |||||
Forfeited/Expired (in shares) | (178,191) | |||||
Outstanding, ending balance (in shares) | 7,320,943 | 7,320,943 | 7,918,584 | |||
Vested and exercisable (in shares) | 7,261,710 | 7,261,710 | ||||
Vested and exercisable and expected to vest (in shares) | 7,316,946 | 7,316,946 | ||||
Stock option activity, weighted-average exercise price [Roll Forward] | ||||||
Weighted average exercise price, beginning balance (in dollars per shares) | $ / shares | $ 2.32 | |||||
Weighted average exercise price, exercised (in dollars per shares) | $ / shares | 1.61 | |||||
Weighted average exercise price, forfeited/expired (in dollars per shares) | $ / shares | 5.10 | |||||
Outstanding, ending balance (in dollars per shares) | $ / shares | $ 2.29 | 2.29 | $ 2.32 | |||
Weighted average exercise price, vested and exercisable (in dollars per share) | $ / shares | 2.30 | 2.30 | ||||
Weighted average exercise price, vested and exercisable and expected to vest (in dollars per share) | $ / shares | $ 2.29 | $ 2.29 | ||||
Stock option activity, weighted average remaining contractual term [Abstract] | ||||||
Weighted average remaining contractual term, outstanding | 4 years 22 days | 4 years 9 months 25 days | ||||
Weighted average remaining contractual term, vested and exercisable | 4 years 14 days | |||||
Weighted average remaining contractual term, vested and exercisable and expected to vest | 4 years 22 days | |||||
Stock option activity, aggregate intrinsic value [Abstract] | ||||||
Aggregate intrinsic value, beginning balance | $ | $ 7,422,000 | |||||
Aggregate intrinsic value, exercised | $ | 491,000 | $ 11,000 | ||||
Aggregate intrinsic value, ending balance | $ | $ 2,846,000 | 2,846,000 | $ 7,422,000 | |||
Aggregate intrinsic value, exercisable | $ | 2,760,000 | 2,760,000 | ||||
Aggregate intrinsic value, vested and expected to vest | $ | 2,840,000 | 2,840,000 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ | $ 8,800,000 | $ 8,800,000 | ||||
Weighted average period of recognition for unrecognized compensation cost | 2 years 10 months 24 days | |||||
Restricted stock activity, number of shares [Roll Forward] | ||||||
Unvested, beginning of period (in shares) | 4,361,833 | |||||
Granted (in shares) | 2,999,443 | |||||
Released (in shares) | (1,411,074) | |||||
Forfeited/expired (in shares) | (876,173) | |||||
Unvested, end of period (in shares) | 5,074,029 | 5,074,029 | 4,361,833 | |||
Restricted stock activity, weighted average grant date fair value [Roll Forward] | ||||||
Unvested, beginning of period (in dollars per share) | $ / shares | $ 1.64 | |||||
Granted (in dollars per share) | $ / shares | 2.65 | |||||
Released (in dollars per share) | $ / shares | 1.84 | |||||
Forfeited/expired (in dollars per share) | $ / shares | 2.18 | |||||
Unvested, end of period (in dollars per share) | $ / shares | $ 2.11 | $ 2.11 | $ 1.64 | |||
Additional General Disclosures [Abstract] | ||||||
Shares withheld to satisfy minimum tax obligation (in shares) | 552,468 | |||||
Amount withheld to satisfy minimum tax obligation | $ | $ 1,400,000 | |||||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | ||||||
Additional General Disclosures [Abstract] | ||||||
Number of grants made to related parties | Grants | 2 | |||||
Restricted Stock Units (RSUs) [Member] | Grant One [Member] | Chief Executive Officer [Member] | ||||||
Restricted stock activity, number of shares [Roll Forward] | ||||||
Granted (in shares) | 401,250 | |||||
Additional General Disclosures [Abstract] | ||||||
Number of shares rescinded (in shares) | (401,250) | |||||
Restricted Stock Units (RSUs) [Member] | Grant Two [Member] | Chief Executive Officer [Member] | ||||||
Restricted stock activity, number of shares [Roll Forward] | ||||||
Granted (in shares) | 39,121 | |||||
Additional General Disclosures [Abstract] | ||||||
Number of shares rescinded (in shares) | (60,106) | |||||
2007 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 632,500 | 632,500 | ||||
2007 Equity Incentive Plan [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options and restricted stock units outstanding (in shares) | 321,450 | 321,450 | ||||
Vesting period | 4 years | |||||
Life from date of grant | 10 years | |||||
Stock options cancelled (in shares) | 864 | |||||
2007 Equity Incentive Plan [Member] | Warrant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants outstanding (in shares) | 4,125 | 4,125 | ||||
2008 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 1,805,444 | 1,805,444 | ||||
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 | |||||
Automatic increase in number of shares reserved for future issuance (in shares) | 2,260,527 | |||||
Number of options and restricted stock units outstanding (in shares) | 12,033,086 | 12,033,086 | ||||
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 | 21,000,000 | ||||
Percentage of outstanding common stock | 5.00% | |||||
2008 Equity Incentive Plan [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 2,500,000 | 2,500,000 | ||||
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] | Stock Options [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of stock options as percentage of fair market value on date of grant | 110.00% | |||||
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] | Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Minimum [Member] | ||||||
Restricted stock activity, number of shares [Roll Forward] | ||||||
Granted (in shares) | 1,000,000 | |||||
Lumera 2000 and 2004 Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Merger conversion ratio | 0.125 | |||||
Lumera 2000 and 2004 Stock Option 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) | 40,436 | 40,436 |
STOCKHOLDERS' EQUITY AND STOC40
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total Stock-Based Compensation Expense | $ 1,096 | $ 943 | $ 3,454 | $ 3,132 |
Cost of Revenue [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total Stock-Based Compensation Expense | 74 | 94 | 232 | 315 |
Research and Development Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total Stock-Based Compensation Expense | 277 | 287 | 879 | 896 |
Selling, General and Administrative Expenses [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total Stock-Based Compensation Expense | $ 745 | $ 562 | $ 2,343 | $ 1,921 |
STOCKHOLDERS' EQUITY AND STOC41
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION, Warrants (Details) | 9 Months Ended |
Sep. 25, 2016shares | |
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION [Abstract] | |
Warrants outstanding (in shares) | 161,554 |
Number of warrants exercised (in shares) | 0 |
Number of warrants expired (in shares) | 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | |
INCOME TAXES [Abstract] | ||||
Provision for income taxes | $ 0 | $ 48 | $ 97 | $ 73 |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | |
NET INCOME PER SHARE [Abstract] | ||||
Net income | $ 671 | $ 1,030 | $ 704 | $ 916 |
Weighted-average number of shares used in basic net income per share (in shares) | 67,623,000 | 36,769,000 | 55,734,000 | 34,060,000 |
Effect of dilutive securities [Abstract] | ||||
Stock options (in shares) | 1,047,000 | 940,000 | 1,617,000 | 654,000 |
Restricted stock units (in shares) | 726,000 | 785,000 | 1,071,000 | 393,000 |
Common stock warrants (in shares) | 3,000 | 3,000 | 5,000 | 2,000 |
Weighted-average number of shares used in diluted net income per share (in shares) | 69,399,000 | 38,497,000 | 58,427,000 | 35,109,000 |
Net income per share - basic (in dollars per share) | $ 0.01 | $ 0.03 | $ 0.01 | $ 0.03 |
Net income per share - diluted (in dollars per share) | $ 0.01 | $ 0.03 | $ 0.01 | $ 0.03 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding anti-dilutive securities (in shares) | 7,056,561 | 3,339,044 | 5,868,140 | 5,877,849 |
Stock Options and RSUs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding anti-dilutive securities (in shares) | 6,899,132 | 3,182,471 | 5,732,330 | 5,719,305 |
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding anti-dilutive securities (in shares) | 157,429 | 156,573 | 135,810 | 158,544 |
SEGMENT AND GEOGRAPHIC INFORM44
SEGMENT AND GEOGRAPHIC INFORMATION (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 25, 2016USD ($)Distributor | Sep. 27, 2015USD ($)Customer | Sep. 25, 2016USD ($)Distributor | Sep. 27, 2015USD ($)Customer | Dec. 31, 2015USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 15,796 | $ 10,419 | $ 42,526 | $ 29,319 | |
Number of customers | Customer | 4 | 3 | |||
Number of distributors | Distributor | 1 | 1 | |||
Long-lived assets | $ 3,730 | $ 3,730 | $ 3,133 | ||
Customer One, Two and Three [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 41.00% | ||||
Revenue [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% | |
Revenue [Member] | Distributor One [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 15.00% | 13.00% | |||
Revenue [Member] | Customer One Two Three And Four [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 60.00% | ||||
Long-Lived Assets [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 100.00% | 100.00% | |||
Reportable Geographical Components [Member] | North America [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 8,539 | $ 3,840 | $ 21,587 | $ 10,102 | |
Reportable Geographical Components [Member] | North America [Member] | Revenue [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 54.00% | 37.00% | 51.00% | 35.00% | |
Reportable Geographical Components [Member] | Asia [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 4,090 | $ 3,902 | $ 12,203 | $ 9,478 | |
Long-lived assets | $ 153 | $ 153 | $ 18 | ||
Reportable Geographical Components [Member] | Asia [Member] | Revenue [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 26.00% | 38.00% | 29.00% | 32.00% | |
Reportable Geographical Components [Member] | Asia [Member] | Long-Lived Assets [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 4.00% | 1.00% | |||
Reportable Geographical Components [Member] | Americas [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-lived assets | $ 3,129 | $ 3,129 | $ 2,680 | ||
Reportable Geographical Components [Member] | Americas [Member] | Long-Lived Assets [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 84.00% | 85.00% | |||
Reportable Geographical Components [Member] | Europe [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | 3,025 | $ 2,531 | $ 8,594 | $ 9,186 | |
Long-lived assets | $ 448 | $ 448 | $ 435 | ||
Reportable Geographical Components [Member] | Europe [Member] | Revenue [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 19.00% | 24.00% | 20.00% | 31.00% | |
Reportable Geographical Components [Member] | Europe [Member] | Long-Lived Assets [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 12.00% | 14.00% | |||
Reportable Geographical Components [Member] | Rest of World [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 142 | $ 146 | $ 142 | $ 553 | |
Reportable Geographical Components [Member] | Rest of World [Member] | Revenue [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 1.00% | 1.00% | 0.00% | 2.00% |