Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 01, 2017 | Aug. 07, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | LATTICE SEMICONDUCTOR CORP | |
Entity Central Index Key | 855,658 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 1, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding (actual number) | 122,971,647 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Revenue: | ||||
Product | $ 83,168 | $ 89,335 | $ 175,837 | $ 177,558 |
Licensing and services | 10,969 | 9,874 | 22,887 | 18,163 |
Total revenue | 94,137 | 99,209 | 198,724 | 195,721 |
Costs and expenses: | ||||
Cost of product revenue | 40,749 | 40,710 | 82,363 | 79,717 |
Cost of licensing and services revenue | 2,179 | 73 | 4,320 | 474 |
Research and development | 26,820 | 30,915 | 54,209 | 63,523 |
Selling, general, and administrative | 21,938 | 23,005 | 45,843 | 46,613 |
Amortization of acquired intangible assets | 8,737 | 8,311 | 17,251 | 17,032 |
Restructuring charges | 1,576 | 2,568 | 1,642 | 7,999 |
Acquisition related charges | 867 | 0 | 2,527 | 94 |
Total costs and expenses | 102,866 | 105,582 | 208,155 | 215,452 |
Loss from operations | (8,729) | (6,373) | (9,431) | (19,731) |
Interest expense | (4,656) | (5,062) | (10,224) | (10,022) |
Other income, net | 564 | 2,532 | 416 | 3,349 |
Loss before income taxes and equity in net loss of an unconsolidated affiliate | (12,821) | (8,903) | (19,239) | (26,404) |
Income tax expense | 47 | 4,539 | 565 | 6,439 |
Equity in net loss of an unconsolidated affiliate, net of tax | (154) | (368) | (493) | (678) |
Net loss | $ (13,022) | $ (13,810) | $ (20,297) | $ (33,521) |
Net loss per share, basic and diluted (in usd per share) | $ (0.11) | $ (0.12) | $ (0.17) | $ (0.28) |
Shares used in per share calculations, basic and diluted (in shares) | 122,390 | 119,445 | 122,095 | 119,125 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (13,022) | $ (13,810) | $ (20,297) | $ (33,521) |
Other comprehensive loss: | ||||
Unrealized (loss) gain related to marketable securities, net of tax | (28) | 1 | (71) | (27) |
Reclassification adjustment for losses related to marketable securities included in other income, net of tax | 30 | 36 | 200 | 38 |
Translation adjustment, net of tax | 676 | (678) | 950 | (441) |
Change in actuarial valuation of defined benefit pension | (47) | 141 | (47) | 141 |
Comprehensive loss | $ (12,391) | $ (14,310) | $ (19,265) | $ (33,810) |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 74,416 | $ 106,552 |
Short-term marketable securities | 10,470 | 10,308 |
Accounts receivable, net of allowance for doubtful accounts | 86,791 | 99,637 |
Inventories | 78,479 | 79,168 |
Prepaid expenses and other current assets | 18,421 | 19,035 |
Total current assets | 268,577 | 314,700 |
Property and equipment, less accumulated depreciation of $131,858 at July 1, 2017 and $134,786 at December 31, 2016 | 49,356 | 49,481 |
Intangible assets, net of amortization | 97,817 | 118,863 |
Goodwill | 269,758 | 269,758 |
Deferred income taxes | 379 | 372 |
Other long-term assets | 11,394 | 13,709 |
Total assets | 697,281 | 766,883 |
Current liabilities: | ||
Accounts payable and accrued expenses (includes restructuring) | 67,945 | 80,933 |
Accrued payroll obligations | 7,971 | 9,865 |
Current portion of long-term debt | 15,318 | 33,767 |
Deferred income and allowances on sales to sell-through distributors | 24,915 | 32,257 |
Deferred licensing and services revenue | 398 | 728 |
Total current liabilities | 116,547 | 157,550 |
Long-term debt | 286,979 | 300,855 |
Other long-term liabilities | 34,990 | 38,048 |
Total liabilities | 438,516 | 496,453 |
Contingencies (Note 15) | ||
Stockholders' equity: | ||
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $.01 par value, 300,000,000 shares authorized; 122,730,000 shares issued and outstanding as of July 1, 2017 and 121,645,000 shares issued and outstanding as of December 31, 2016 | 1,227 | 1,216 |
Additional paid-in capital | 688,259 | 680,315 |
Accumulated deficit | (427,597) | (406,945) |
Accumulated other comprehensive loss | (3,124) | (4,156) |
Total stockholders' equity | 258,765 | 270,430 |
Total liabilities and stockholders' equity | $ 697,281 | $ 766,883 |
CONSOLIDATED BALANCE SHEETS (u5
CONSOLIDATED BALANCE SHEETS (unaudited) (Parentheticals) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in dollars per share) | $ 0.01000 | $ 0.01000 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.01000 | $ 0.01000 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 122,730,000 | 121,645,000 |
Common stock, shares outstanding | 122,730,000 | 121,645,000 |
Accumulated depreciation | $ 131,858 | $ 134,786 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2017 | Jul. 02, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (20,297) | $ (33,521) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 30,497 | 32,352 |
Amortization of debt issuance costs and discount | 1,354 | 659 |
Loss on sale or maturity of marketable securities | 200 | 72 |
Gain on forward contracts | (26) | (4) |
Stock-based compensation expense | 6,772 | 7,798 |
(Gain) Loss on disposal of fixed assets | (61) | 314 |
Gain on sale of business unit | (300) | (2,646) |
Equity in net loss of an unconsolidated affiliate, net of tax | 493 | 678 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 12,846 | 3,524 |
Inventories | 689 | (10,847) |
Prepaid expenses and other assets | 2,822 | 18 |
Accounts payable and accrued expenses (includes restructuring) | (13,554) | 23,901 |
Accrued payroll obligations | (1,894) | 574 |
Income taxes payable | (355) | (253) |
Deferred income and allowances on sales to sell-through distributors | (7,342) | 10,155 |
Deferred licensing and services revenue | (330) | (117) |
Net cash provided by operating activities | 11,514 | 32,657 |
Cash flows from investing activities: | ||
Proceeds from sales of and maturities of short-term marketable securities | 7,200 | 11,960 |
Purchases of marketable securities | (7,420) | (2,944) |
Capital expenditures | (7,035) | (10,102) |
Proceeds from sale of business unit, net of cash sold | 300 | 1,972 |
Cash paid for a non-marketable equity method investment | (1,000) | 0 |
Cash paid for software licenses | (4,149) | (5,672) |
Net cash used in investing activities | (12,104) | (4,786) |
Cash flows from financing activities: | ||
Restricted stock unit withholdings | (1,748) | (1,427) |
Proceeds from issuance of common stock | 2,931 | 3,326 |
Repayment of debt | (33,679) | (3,404) |
Net cash used in financing activities | (32,496) | (1,505) |
Effect of exchange rate change on cash | 950 | (441) |
Net increase in cash and cash equivalents | (32,136) | 25,925 |
Beginning cash and cash equivalents | 106,552 | 84,606 |
Ending cash and cash equivalents | 74,416 | 110,531 |
Supplemental cash flow information: | ||
Change in unrealized gain (loss) related to marketable securities, net of tax, included in Accumulated other comprehensive loss | 71 | 27 |
Income taxes paid, net of refunds | 976 | 4,864 |
Interest paid | 12,094 | 9,264 |
Accrued purchases of plant and equipment | $ 2,216 | $ 1,585 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jul. 01, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies The accompanying Consolidated Financial Statements are unaudited and have been prepared by Lattice Semiconductor Corporation (“Lattice,” the “Company,” “we,” “us,” or “our”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in our opinion include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of results for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. These Consolidated Financial Statements should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 . Fiscal Reporting Period We report based on a 52 or 53-week fiscal year ending on the Saturday closest to December 31. Our second quarter of fiscal 2017 and second quarter of fiscal 2016 ended on July 1, 2017 and July 2, 2016 , respectively. All references to quarterly or six months ended financial results are references to the results for the relevant 13-week or 26-week fiscal period. Principles of Consolidation and Presentation The accompanying Consolidated Financial Statements include the accounts of Lattice and its subsidiaries after the elimination of all intercompany balances and transactions. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets, such as marketable securities, accounts receivable, inventory, goodwill (including the assessment of reporting units), intangible assets, current and deferred income taxes, accrued liabilities (including restructuring charges and bonus arrangements), deferred income and allowances on sales to sell-through distributors, disclosure of contingent assets and liabilities at the date of the financial statements, amounts used in acquisition valuations and purchase accounting, and the reported amounts of product revenue, licensing and services revenue, and expenses during the fiscal periods presented. Actual results could differ from those estimates. Cash Equivalents and Marketable Securities We consider all investments that are readily convertible into cash and have original maturities of three months or less to be cash equivalents. Cash equivalents consist primarily of highly liquid investments in time deposits or money market accounts and are carried at cost. We account for marketable securities as available-for-sale investments, as defined by U.S. GAAP, and record unrealized gains or losses to Accumulated other comprehensive loss on our Consolidated Balance Sheets, unless losses are considered other than temporary, in which case, those are recorded directly to the Consolidated Statements of Operations and Statements of Comprehensive Loss. Deposits with financial institutions at times exceed Federal Deposit Insurance Corporation insurance limits. Fair Value of Financial Instruments We invest in various financial instruments, which may include corporate and government bonds, notes, and commercial paper. We value these instruments at their fair value and monitor our portfolio for impairment on a periodic basis. In the event that the carrying value of an investment exceeds its fair value and the decline in value is determined to be other than temporary, we would record an impairment charge and establish a new carrying value. We assess other than temporary impairment of marketable securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures.” The framework under the provisions of ASC 820 establishes three levels of inputs that may be used to measure fair value. Each level of input has different levels of subjectivity and difficulty involved in determining fair value. Level 1 instruments generally represent quoted prices for identical assets or liabilities in active markets. Therefore, determining fair value for Level 1 instruments generally does not require significant management judgment, and the estimation is not difficult. Our Level 1 instruments consist of U.S. Government agency obligations, corporate notes and bonds, and commercial paper that are traded in active markets and are classified as Short-term marketable securities on our Consolidated Balance Sheets. Level 2 instruments include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices for identical instruments in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Our Level 2 instruments consist of certificates of deposit and foreign currency exchange contracts, entered into to hedge against fluctuation in the Japanese yen. Level 3 instruments include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As a result, the determination of fair value for Level 3 instruments requires significant management judgment and subjectivity. We did not have any Level 3 instruments during the periods presented. Foreign Exchange and Translation of Foreign Currencies While our revenues and the majority of our expenses are denominated in U.S. dollars, we have international subsidiary and branch operations that conduct some transactions in foreign currencies, and we collect an annual Japanese consumption tax refund in yen. Gains or losses from foreign exchange rate fluctuations on balances denominated in foreign currencies are reflected in Other income, net . Realized and unrealized gains or losses on foreign currency transactions were not significant for the periods presented. We translate accounts denominated in foreign currencies in accordance with ASC 830, “Foreign Currency Matters,” using the current rate method under which asset and liability accounts are translated at the current rate, while stockholders' equity accounts are translated at the appropriate historical rates, and revenue and expense accounts are translated at average monthly exchange rates. Translation adjustments related to the consolidation of foreign subsidiary financial statements are reflected in Accumulated other comprehensive loss in Stockholders' equity. Derivative Financial Instruments We mitigate foreign currency exchange rate risk by entering into foreign currency forward exchange contracts, details of which are presented in the following table: July 1, 2017 December 31, 2016 Total cost of contracts for Japanese yen (thousands) $ 1,005 $ 2,323 Number of contracts 1 2 Settlement month June 2018 June 2017 Although these hedges mitigate our foreign currency exchange rate exposure from an economic perspective, they were not designated as "effective" hedges for accounting purposes and as such are adjusted to fair value through Other income, net , with gains of less than $0.1 million and approximately $0.2 million , respectively, for the fiscal quarters ended July 1, 2017 and December 31, 2016 . We do not hold or issue derivative financial instruments for trading or speculative purposes. Concentration Risk Potential exposure to concentration risk may impact revenue, trade receivables, marketable securities, and supply of wafers for our products. Customer concentration risk may impact revenue. The percentage of total revenue attributable to our top five end customers and largest end customer is presented in the following table: Three Months Ended Six Months Ended July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Revenue attributable to top five end customers 27 % 20 % 32 % 22 % Revenue attributable to largest end customer 9 % 7 % 10 % 6 % No other end customer accounted for more than 10% of total revenue during these periods. Sales through distributors have historically accounted for a significant portion of our total revenue. Revenue attributable to resale of products by sell-through distributors as a percentage of total revenue is presented in the following table: Three Months Ended Six Months Ended July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Revenue attributable to sell-through distributors 66 % 59 % 63 % 56 % Our two largest distributor groups also account for a substantial portion of our trade receivables. At July 1, 2017 and December 31, 2016 , one distributor group accounted for 37% and 38% , respectively, and the other accounted for 30% and 24% , respectively, of gross trade receivables. No other distributor group or end customer accounted for more than 10% of gross trade receivables at these dates. Concentration of credit risk with respect to trade receivables is mitigated by our credit and collection process, including active management of collections, credit limits, routine credit evaluations for essentially all customers, and secure transactions with letters of credit or advance payments where appropriate. We regularly review our allowance for doubtful accounts and the aging of our accounts receivable. Accounts receivable do not bear interest and are shown net of allowances for doubtful accounts of $9.3 million at both July 1, 2017 and December 31, 2016 . During the third quarter of fiscal 2016, we received notice from one of our distributor groups that indicated a high likelihood of their bankruptcy. As a result, we recorded a full allowance on our accounts receivable, net of deferred revenue, from that distributor group, which accounts for $9.0 million of the allowance for doubtful accounts. Bad debt expense was negligible for the second quarter and first six months of both fiscal 2017 and fiscal 2016 . We place our investments primarily through one financial institution and mitigate the concentration of credit risk by limiting the maximum portion of the investment portfolio which may be invested in any one instrument. Our investment policy defines approved credit ratings for investment securities. Investments on-hand in marketable securities consisted primarily of money market instruments, “AA” or better corporate notes and bonds and commercial paper, and U.S. government agency obligations. See Note 3 for a discussion of the liquidity attributes of our marketable securities. We rely on a limited number of foundries for our wafer purchases, including Fujitsu Limited, Seiko Epson Corporation, Taiwan Semiconductor Manufacturing Company, Ltd, and United Microelectronics Corporation. We seek to mitigate the concentration of supply risk by establishing, maintaining and managing multiple foundry relationships; however, certain of our products are sourced from a single foundry and changing from one foundry to another can have a significant cost. Revenue Recognition and Deferred Income Product Revenue We sell our products directly to end customers, through a network of independent manufacturers' representatives, and indirectly through a network of independent sell-in and sell-through distributors. Distributors provide periodic data regarding the product, price, quantity, and end customer when products are resold, as well as the quantities of our products they still have in stock. Revenue from sales to original equipment manufacturers ("OEMs") and sell-in distributors is generally recognized upon shipment. Reserves for sell-in stock rotations, where applicable, are estimated based primarily on historical experience and provided for at the time of shipment. Revenue from sales by our sell-through distributors is recognized at the time of reported resale. Under both types of revenue recognition, persuasive evidence of an arrangement exists, the price is fixed or determinable, title has transferred, collection of resulting receivables is reasonably assured, and there are no remaining customer acceptance requirements and no remaining significant performance obligations. Orders from our sell-through distributors are initially recorded at published list prices; however, for a majority of our sales, the final selling price is determined at the time of resale and in accordance with a distributor price agreement. For this reason, we do not recognize revenue until products are resold by sell-through distributors to an end customer. In certain circumstances, we allow sell-through distributors to return unsold products. At times, we protect our sell-through distributors against reductions in published list prices. At the time of shipment to sell-through distributors, we (a) record accounts receivable at published list price since there is a legally enforceable obligation from the distributor to pay us currently for product delivered, (b) relieve inventory for the carrying value of goods shipped since legal title has passed to the distributor, and (c) record deferred revenue and deferred cost of sales in deferred income and allowances on sales to sell-through distributors in the liability section of our Consolidated Balance Sheets. Revenue and cost of sales to sell-through distributors are deferred until either the product is resold by the distributor or, in certain cases, return privileges terminate, at which time Revenue and Cost of products sold are reflected in Net loss , and Accounts receivable, net is adjusted to reflect the final selling price. The components of Deferred income and allowances on sales to sell-through distributors are presented in the following table: (In thousands) July 1, 2017 December 31, 2016 Inventory valued at published list prices and held by sell-through distributors with right of return $ 81,837 $ 86,218 Allowance for distributor advances (45,130 ) (37,090 ) Deferred cost of sales related to inventory held by sell-through distributors (11,792 ) (16,871 ) Total Deferred income and allowances on sales to sell-through distributors $ 24,915 $ 32,257 Licensing and Services Revenue Our licensing and services revenue is comprised of revenue from our intellectual property ("IP") core licensing activity, patent monetization activities, and royalty and adopter fee revenue from our standards activities. These activities are complementary to our product sales and help us monetize our IP and accelerate market adoption curves associated with our technology and standards. From time to time we enter into patent sale and licensing agreements to monetize and license a broad portfolio of our patented inventions. Such licensing agreements may include upfront license fees and ongoing royalties. The contractual terms of the agreements generally provide for payments of upfront license fees and/or royalties over an extended period of time. Revenue from such license fees is recognized when payments become due and payable as long as all other revenue recognition criteria are met, while revenue from royalties is recognized when reported to us by customers. We enter into IP licensing agreements that generally provide licensees the right to incorporate our IP components into their products pursuant to terms and conditions that vary by licensee. Revenue earned under these agreements is classified as licensing and services revenue. Our IP licensing agreements generally include multiple elements, which may include one or more off-the-shelf or customized IP licenses bundled with support services covering a fixed period of time, generally one year. If the different elements of a multiple-element arrangement qualify as separate units of accounting, we allocate the total arrangement consideration to each element based on relative selling price. Amounts allocated to off-the-shelf IP licenses are recognized at the time of sale provided the other conditions for revenue recognition have been met. Amounts allocated to the support services are deferred and recognized on a straight-line basis over the support period, generally one year. Certain licensing agreements provide for royalty payments based on agreed-upon royalty rates, which may be fixed or variable depending on the terms of the agreement. The amount of revenue we recognize is based on a specified time period or on the agreed-upon royalty rate multiplied by the reported number of units shipped by the customer. From time to time, we enter into IP licensing agreements that involve significant modification, customization or engineering services. Revenues derived from these contracts are accounted for using the percentage-of-completion method or completed contract method. The completed contract method is used for contracts where there is a risk associated with final acceptance by the customer or for short-term contracts. HDMI royalty revenue is determined by a contractual allocation formula agreed to by the Founders of the HDMI consortium. Evidence of an arrangement, as it relates to HDMI royalty revenue, is deemed complete when all of the Founders agree on the royalty sharing formula. The contractual allocation formula is subject to periodic adjustment, generally every three years. The most recent agreement expired on December 31, 2016 and a new agreement has not yet been entered into covering the period beginning January 1, 2017. As a result, the HDMI agent is unable to distribute the majority of the royalties collected to the Founders and, given the lack of evidence of an arrangement, we are unable to recognize all of the HDMI royalty revenue for the three and six months ended July 1, 2017. We acted as the agent of the HDMI consortium until December 31, 2016. From time to time, as the agent, we performed audits on royalty reporting customers to ensure compliance. As a result of those compliance efforts, we entered into settlement agreements for the payment of unreported royalties. The contractual terms of those agreements provided for upfront payment of unreported royalties or payment over a period of time, generally not to exceed one year. Revenue from those arrangements was recognized when the agreement was executed by both parties, as long as price was fixed and determinable and collection was reasonably assured. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method for financial reporting purposes over the estimated useful lives of the related assets, generally three to five years for equipment and software, one to three years for tooling, and thirty years for buildings and building space. Leasehold improvements are amortized over the shorter of the non-cancelable lease term or the estimated useful life of the assets. Upon disposal of property and equipment, the accounts are relieved of the costs and related accumulated depreciation and amortization, and resulting gains or losses are reflected in the Consolidated Statements of Operations for recognized gains and losses or in the Consolidated Balance Sheets for deferred gains and losses. Repair and maintenance costs are expensed as incurred. New Accounting Pronouncements Recently Adopted Accounting Standards In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . This update is intended to recognize the income tax consequences of intra-entity transfers of assets other than inventory when they occur by removing the exception to postpone recognition until the asset has been sold to an outside party. For public business entities, this guidance is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted, and it is required to be applied on a modified retrospective basis through a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. We early adopted this accounting standard in the first quarter of fiscal 2017 and recorded a nominal amount to accumulated deficit based on the guidance, as detailed in Note 10. Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. In August 2015, the FASB issued ASU 2015-14 deferring the effective date of ASU 2014-09 to periods beginning on or after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016, and interim periods within that year. We intend to adopt ASU 2014-09 on December 31, 2017 which is the first day of our fiscal 2018. The new standard allows for two transition methods - (i) a full retrospective method applied to each prior reporting period presented, or (ii) a modified retrospective method applied with the cumulative effect of adoption recognized on December 31, 2017, the first day of our fiscal 2018. We currently anticipate adopting this guidance using the modified retrospective transition method, which would result in an adjustment to accumulated deficit for the cumulative effect of applying this guidance to contracts in process as of the adoption date. Under this approach, we would not restate the prior financial statements presented. This guidance requires us to provide additional disclosures of the amount by which each financial statement line item is affected in the current reporting period during 2018 as compared to the guidance that was in effect before the change, and an explanation of the reasons for significant changes. We have been executing against a project plan developed early in 2017 and believe that we are on schedule to be substantially complete with our implementation efforts by the first quarter of fiscal 2018. Key ongoing elements of our project plan include the quantification of the impacts of the standard to revenues, contract acquisition costs, income taxes and various balance sheet accounts, and the design and implementation of relevant internal controls. Based on our current assessment, we believe the most significant impact of the new standard will be to accelerate the timing of revenue recognition on product shipments to our sell-through distributors. Assuming all other revenue recognition criteria have been met, the new guidance would require us to recognize revenue and costs relating to such sales upon shipment to the distributor - subject to reductions for estimated reserves for price adjustments and returns - rather than upon the ultimate sale by the distributor to its end customer, as is our current practice. Revenue to our sell-through distributors accounted for 75% and 71% of our product revenue and 66% and 63% of our total revenue for the three and six months ended July 1, 2017, respectively, as compared to approximately 66% of product revenue and approximately 60% of total revenue during the year ended December 31, 2016. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , to mainly change the accounting for investments in equity securities and financial liabilities carried at fair value as well as to modify the presentation and disclosure requirements for financial instruments. The ASU is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. Adoption of the ASU is retrospective with a cumulative adjustment to retained earnings or accumulated deficit as of the adoption date. We are currently evaluating the impact of ASU 2016-01 on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires that substantially all leases, including current operating leases, be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability. For public business entities, the standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all entities. We are currently evaluating the impact of ASU 2016-02 on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice in how cash receipts and cash payments are classified in the statement of cash flows. For public business entities, this guidance will be effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. We are currently evaluating the impact of ASU 2016-15 on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business , which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. This update requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The standard also narrows the definition of outputs. The definition of a business affects areas of accounting such as acquisitions, disposals and goodwill. Under the new guidance, fewer acquired sets are expected to be considered businesses. For public business entities, this guidance is effective for interim and annual periods beginning after December 15, 2017. We are currently evaluating the impact of ASU 2017-01 on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under the new guidance, an entity will recognize an impairment charge for the amount by which the carrying value exceeds the fair value. This standard is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017 and requires a prospective transition method. We are currently evaluating the impact of ASU 2017-04 on our consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which provides clarity on which changes to the terms or conditions of share-based payment awards require entities to apply the modification accounting provisions required in Topic 718. This standard is effective for all entities for annual reporting periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. We are currently evaluating the impact of ASU 2017-09 on our consolidated financial statements and related disclosures. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jul. 01, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss per Share We compute basic net loss per share by dividing net loss by the weighted average number of common shares outstanding during the period. To determine diluted share count, we apply the treasury stock method to determine the dilutive effect of outstanding stock option shares, restricted stock units ("RSUs"), and Employee Stock Purchase Plan ("ESPP") shares. Our application of the treasury stock method includes, as assumed proceeds, the average unamortized stock-based compensation expense for the period and the impact of the pro forma deferred tax benefit or cost associated with stock-based compensation expense. When we are in a net loss position, we do not include dilutive securities as their inclusion would reduce the net loss per share. A summary of basic and diluted net loss per share is presented in the following table: Three Months Ended Six Months Ended (in thousands, except per share data) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Basic and diluted net loss $ (13,022 ) $ (13,810 ) $ (20,297 ) $ (33,521 ) Shares used in basic and diluted net loss per share 122,390 119,445 122,095 119,125 Basic and diluted net loss per share $ (0.11 ) $ (0.12 ) $ (0.17 ) $ (0.28 ) The computation of diluted net loss per share excludes the effects of stock options, RSUs, and ESPP shares that are antidilutive, aggregating approximately the following number of shares: Three Months Ended Six Months Ended (in thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Stock options, RSUs, and ESPP shares excluded as they are antidilutive 6,000 7,579 5,946 7,781 Stock options, RSUs, and ESPP shares are considered antidilutive when the aggregate of exercise price and unrecognized stock-based compensation expense are greater than the average market price for our common stock during the period or when the Company is in a net loss position, as the effects would reduce the loss per share. Stock options, RSUs, and ESPP shares that are antidilutive at July 1, 2017 could become dilutive in the future. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jul. 01, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities We classify our marketable securities as short-term based on their nature and availability for use in current operations. Our short-term marketable securities currently have contractual maturities of up to two years. The following table summarizes the remaining maturities of our marketable securities at fair value: (In thousands) July 1, 2017 December 31, 2016 Short-term marketable securities: Maturing within one year $ 7,989 $ 10,308 Maturing between one and two years 2,481 — Total marketable securities $ 10,470 $ 10,308 The following table summarizes the composition of our marketable securities at fair value: (In thousands) July 1, 2017 December 31, 2016 Short-term marketable securities: Corporate and government bonds and notes, and commercial paper $ 10,382 $ 10,230 Certificates of deposit 88 78 Total marketable securities $ 10,470 $ 10,308 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jul. 01, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value measurements as of Fair value measurements as of July 1, 2017 December 31, 2016 (In thousands) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Short-term marketable securities $ 10,470 $ 10,382 $ 88 $ — $ 10,308 $ 10,230 $ 78 $ — Foreign currency forward exchange contracts, net 26 — 26 — 184 — 184 — Total fair value of financial instruments $ 10,496 $ 10,382 $ 114 $ — $ 10,492 $ 10,230 $ 262 $ — We invest in various financial instruments that may include corporate and government bonds and notes, commercial paper, and certificates of deposit. In addition, we enter into foreign currency forward exchange contracts to mitigate our foreign currency exchange rate exposure. We carry these instruments at their fair value in accordance with ASC 820, "Fair Value Measurements and Disclosures." The framework under the provisions of ASC 820 establishes three levels of inputs that may be used to measure fair value. Each level of input has different levels of subjectivity and difficulty involved in determining fair value, as summarized in Note 1. There were no transfers between any of the levels during the first six months of fiscal 2017 or 2016 . In accordance with ASC 320, “Investments-Debt and Equity Securities,” we recorded an unrealized loss of less than $0.1 million during each of the six months ended July 1, 2017 and July 2, 2016 on certain short-term marketable securities (Level 1 instruments), which have been recorded in accumulated other comprehensive loss. Future fluctuations in fair value related to these instruments that we deem to be temporary, including any recoveries of previous write-downs, would be recorded to accumulated other comprehensive loss. If we were to determine in the future that any further decline in fair value is other-than-temporary, we would record an impairment charge, which could have a material adverse effect on our operating results. If we were to liquidate our position in these securities, it is likely that the amount of any future realized gain or loss would be different from the unrealized gain or loss reported in accumulated other comprehens ive loss. |
Inventories
Inventories | 6 Months Ended |
Jul. 01, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories (In thousands) July 1, 2017 December 31, 2016 Work in progress $ 52,790 $ 50,688 Finished goods 25,689 28,480 Total inventories $ 78,479 $ 79,168 |
Goodwill
Goodwill | 6 Months Ended |
Jul. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets. Goodwill is not amortized, but is instead tested for impairment annually or more frequently if certain indicators of impairment are present. We do not expect goodwill impairment to be tax deductible for income tax purposes. No impairment charges relating to goodwill were recorded for the first six months of fiscal 2017 or fiscal 2016 as no indicators of impairment were present. In the first quarter of 2016, we finalized our valuation and allocation of purchase price consideration related to the acquisition of Silicon Image, Inc. ("Silicon Image") resulting in $2.1 million of additional long-term liabilities related to an uncertain tax position with an equivalent revision to Goodwill, which is reflected in the Consolidated Balance Sheets for the period ended December 31, 2016 . The goodwill balance of approximately $269.8 million at both July 1, 2017 and December 31, 2016 is comprised of approximately $44.8 million from prior acquisitions combined with the approximately $237.6 million from the acquisition of Silicon Image, reduced by the fiscal 2015 goodwill impairment charge of approximately $12.7 million . |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jul. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets In connection with our acquisitions of Silicon Image in March 2015 and SiliconBlue in December 2011 we recorded identifiable intangible assets related to developed technology, customer relationships, licensed technology, patents, and in-process research and development based on guidance for determining fair value under the provisions of ASC 820, "Fair Value Measurements and Disclosures." Additionally, during fiscal 2015, we licensed additional third-party technology. On our Consolidated Balance Sheets, intangible assets are shown net of accumulated amortization of $93.8 million and $78.5 million at July 1, 2017 and December 31, 2016, respectively. During the first quarter of fiscal 2017 , we sold a portfolio of patents that had been acquired from Silicon Image. As a result of this transaction, intangible assets, net of amortization was reduced by approximately $3.5 million on our Consolidated Balance Sheets. We monitor the carrying value of our intangible assets for potential impairment and test the recoverability of such assets annually during the fourth quarter and whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. No impairment charges related to intangible assets were recorded for the first six months of either fiscal 2017 or fiscal 2016 as no indicators of impairment were present. We recorded amortization expense related to intangible assets on the Consolidated Statements of Operations as presented in the following table: Three Months Ended Six Months Ended (In thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Research and development $ 141 $ 187 $ 314 $ 373 Amortization of acquired intangible assets 8,737 8,311 17,251 17,032 $ 8,878 $ 8,498 $ 17,565 $ 17,405 |
Equity Method Investment
Equity Method Investment | 6 Months Ended |
Jul. 01, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | Equity Method Investment During fiscal 2015 , we purchased a series of preferred stock ownership interests in a privately-held company that designs human-computer interaction technology for total consideration of $5.0 million . This gross investment constituted a 22.7% ownership interest. As a result of the ownership interest and after considering the level of our participation in the management of and interaction with the investee, we determined that we have the ability to exert significant influence over the investee. Accordingly, we have accounted for the investment by the equity method and have recognized our proportionate share of the investee’s operating results in the Consolidated Statements of Operations. In the third quarter of fiscal 2016 , we made an additional investment of $1.0 million via a convertible debt instrument, bringing our gross investment in the investee to $6.0 million . We have determined that this additional investment is an in-substance common stock and has been included in our equity method accounting. In the second quarter of fiscal 2017 , we advanced the investee $1.0 million through a short-term instrument. As this investment is due and payable in the fourth quarter of fiscal 2017, it is included in prepaid expenses and other current assets in our Consolidated Balance Sheet. Applying the equity method, the proportionate share of the investee's net loss that we have recognized in the Consolidated Statements of Operations is presented in the following table: Three Months Ended Six Months Ended (In thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Equity in net loss of an unconsolidated affiliate, net of tax $ (154 ) $ (368 ) $ (493 ) $ (678 ) Through July 1, 2017 , we have reduced the value of our investment by approximately $2.4 million , representing our cumulative proportionate share of the privately-held company’s net loss accumulated to that date. The net balance of our investment included in other long-term assets in the Consolidated Balance Sheets is detailed in the following table: (In thousands) Total Balance at December 31, 2016 $ 4,049 Equity in net loss of an unconsolidated affiliate, net of tax (493 ) Balance at July 1, 2017 $ 3,556 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jul. 01, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Included in accounts payable and accrued expenses are the following balances: (In thousands) July 1, 2017 December 31, 2016 Trade accounts payable $ 39,591 $ 37,800 Liability for non-cancelable contracts 5,073 5,744 Payable to members of the MHL and HDMI consortia* 115 9,698 Other accrued expenses 23,166 27,691 Total accounts payable and accrued expenses $ 67,945 $ 80,933 * As an agent of the MHL consortium, we administer royalty reporting and distributions to the members of this consortium. This excludes amounts payable to us, and is payable quarterly based on collections from MHL customers. Our role as the agent of the HDMI consortium terminated on January 1, 2017 and, therefore, the balance as of July 1, 2017 is due to MHL consortium members only. |
Changes in Stockholders' Equity
Changes in Stockholders' Equity and Accumulated Other Comprehensive Loss | 6 Months Ended |
Jul. 01, 2017 | |
Stockholders' Equity Note [Abstract] | |
Changes in Stockholders' Equity and Accumulated Other Comprehensive Loss | Changes in Stockholders' Equity and Accumulated Other Comprehensive Loss (In thousands) Common stock Additional Paid-in capital Accumulated deficit Accumulated other comprehensive loss Total Balances, December 31, 2016 $ 1,216 $ 680,315 $ (406,945 ) $ (4,156 ) $ 270,430 Net loss for the six months ended July 1, 2017 — — (20,297 ) — (20,297 ) Unrealized loss related to marketable securities, net of tax — — — (71 ) (71 ) Recognized loss on redemption of marketable securities, previously unrealized — — — 200 200 Translation adjustments, net of tax — — — 950 950 Common stock issued in connection with the exercise of stock options, ESPP and vested RSUs, net of tax 11 1,172 — — 1,183 Stock-based compensation expense related to stock options, ESPP and RSUs — 6,772 — — 6,772 Defined benefit pension, net of actuarial losses — — — (47 ) (47 ) Accounting method transition adjustment — — (355 ) — (355 ) Balances, July 1, 2017 $ 1,227 $ 688,259 $ (427,597 ) $ (3,124 ) $ 258,765 In the first quarter of fiscal 2017 , we early adopted ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . This guidance is required to be applied on a modified retrospective basis through a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. As a result of this adoption, we recorded a nominal amount to accumulated deficit, as detailed in the table above. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 01, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended July 1, 2017 and July 2, 2016 , we recorded an income tax provision of less than $0.1 million and $4.5 million , respectively. For the six months ended July 1, 2017 and July 2, 2016 , we recorded an income tax provision of approximately $0.6 million and $6.4 million , respectively. The income tax provision for the three and six months ended July 1, 2017 represents tax at the federal, state, and foreign statutory tax rates adjusted for withholding taxes, changes in uncertain tax positions, changes in the U.S. valuation allowance, as well as other non-deductible items in the United States and foreign jurisdictions. The difference between the U.S. federal statutory tax rate of 35% and our negative effective tax rates for the three and six months ended July 1, 2017 is primarily due to a valuation allowance increase that offsets the otherwise expected tax benefit from the pretax loss in the United States, and to the zero tax rate in Bermuda which results in no tax benefit for the pretax loss in Bermuda. Through July 1, 2017 , we evaluated the existing valuation allowance position in the United States and concluded that we should continue to maintain a valuation allowance against our federal and state deferred tax assets. We will continue to evaluate both positive and negative evidence in future periods to determine if we should recognize more deferred tax assets. We don't have a valuation allowance in any foreign jurisdictions as it has been concluded it is more-likely-than-not that we will realize the net deferred tax assets in future periods. We are subject to federal and state income tax as well as income tax in the various foreign jurisdictions in which we operate. Additionally, the years that remain subject to examination are 2013 for federal income taxes, 2012 for state income taxes, and 2010 for foreign income taxes, including years ending thereafter. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating losses or credit carryforward amount. Our income tax return for India is currently under examination for the fiscal year ended March 31, 2015 . We are not under examination in any other jurisdiction. We believe that it is reasonably possible that $1.6 million of unrecognized tax benefits and $0.1 million of associated interest and penalties could be recognized during the next twelve months. The $1.6 million potential change would represent a decrease in unrecognized tax benefits, comprised of items related to tax filings for years that will no longer be subject to examination under expiring statutes of limitations. At December 31, 2016, we had U.S. federal net operating loss ("NOL") carryforwards (pretax) of approximately $367.0 million that expire at various dates between 2025 and 2036 . We had state NOL carryforwards (pretax) of approximately $193.3 million that expire at various dates from 2017 through 2036 . We also had federal and state credit carryforwards of $49.2 million and $56.7 million , respectively. Of the total $105.9 million credit carryforwards, $55.5 million do not expire. The remaining credits expire at various dates from 2017 through 2036 . Our liability for uncertain tax positions (including penalties and interest) was $27.8 million and $29.6 million at July 1, 2017 and December 31, 2016 , respectively, and is recorded as a component of other long-term liabilities on our Consolidated Balance Sheets. The remainder of our uncertain tax position exposure is netted against deferred tax assets. We are not currently paying U.S. federal income taxes and do not expect to pay such taxes until we fully utilize our tax NOL and credit carryforwards. We expect to pay a nominal amount of state income tax. We are paying foreign income and withholding taxes, which are reflected in income tax expense in our Consolidated Statements of Operations and are primarily related to the cost of operating offshore activities and subsidiaries. We accrue interest and penalties related to uncertain tax positions in income tax expense. |
Restructuring
Restructuring | 6 Months Ended |
Jul. 01, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In March 2015, our Board of Directors approved an internal restructuring plan (the "March 2015 Plan"), in connection with our acquisition of Silicon Image. The March 2015 Plan was designed to realize synergies from the acquisition by eliminating redundancies created as a result of combining the two companies. This included reductions in our worldwide workforce, consolidation of facilities, and cancellation of software contracts and engineering tools. The March 2015 Plan is substantially complete subject to certain remaining expected costs that we do not expect to be material and any changes in sublease assumptions should they occur, which will be expensed as incurred. Under this plan, approximately $0.4 million of credit and $2.4 million of expense was incurred during the three months ended July 1, 2017 and July 2, 2016 , respectively, and approximately $0.1 million of credit and $5.9 million of expense was incurred during the six months ended July 1, 2017 and July 2, 2016 , respectively. Approximately $20.5 million of total expense has been incurred through July 1, 2017 under the March 2015 Plan, and we expect the total cost to be approximately $21.0 million . In September 2015, we implemented a further reduction of our worldwide workforce (the "September 2015 Reduction") separate from the March 2015 Plan. The September 2015 Reduction was designed to resize the company in line with the market environment and to better balance our workforce with the long-term strategic needs of our business. The September 2015 Reduction is substantially complete subject to certain remaining expected costs, which we do not expect to be material but which will be expensed as incurred. Under this reduction, approximately $0.5 million of credit and $0.2 million of expense were incurred during the three months ended July 1, 2017 and July 2, 2016 , respectively, and approximately $0.7 million of credit and $2.1 million of expense was incurred during the six months ended July 1, 2017 and July 2, 2016 , respectively. Approximately $7.2 million of total expense has been incurred through July 1, 2017 under the September 2015 Reduction, and we expect the total cost to be approximately $8.0 million . In June 2017, our Board of Directors approved an additional internal restructuring plan (the "June 2017 Plan"), which resulted in the sale of our Hyderabad, India subsidiary and certain assets related to non-core businesses, a worldwide workforce reduction, and an initiative to reduce our infrastructure costs. These actions are part of an overall plan to achieve financial targets and to enhance our financial and competitive position by better aligning our revenue and operating expenses. Approximately $2.4 million of total expense has been incurred through July 1, 2017 under the June 2017 Plan, and we expect the total cost to be approximately $8.0 million to $19.0 million . The approximately $2.4 million of expense related to the June 2017 Plan has been offset by credits from the March 2015 Plan and the September 2015 Reduction discussed above totaling approximately $0.8 million for both the second quarter and first six months of fiscal 2017 , resulting in the net charge of approximately $1.6 million recorded to restructuring charges on our Consolidated Statements of Operations. The restructuring accrual balance is presented in accounts payable and accrued expenses (includes restructuring) on our Consolidated Balance Sheets. The following table displays the combined activity related to the restructuring actions described above: (In thousands) Severance & related * Lease Termination Software Contracts & Engineering Tools ** Other Total Balance at January 2, 2016 $ 3,696 $ 1,005 $ 377 $ — $ 5,078 Restructuring charges 1,878 2,234 1,931 1,956 7,999 Costs paid or otherwise settled (4,406 ) (1,402 ) (2,111 ) (1,940 ) (9,859 ) Balance at July 2, 2016 $ 1,168 $ 1,837 $ 197 $ 16 $ 3,218 Balance at December 31, 2016 $ 801 $ 1,036 $ 25 $ 12 $ 1,874 Restructuring charges 1,276 57 — 309 1,642 Costs paid or otherwise settled (52 ) (616 ) (25 ) (301 ) (994 ) Balance at July 1, 2017 $ 2,025 $ 477 $ — $ 20 $ 2,522 * Includes employee relocation costs ** Includes cancellation of contracts, asset impairments, and accelerated depreciation on certain enterprise resource planning and customer relationship management systems |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jul. 01, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt On March 10, 2015, we entered into a secured credit agreement (the "Credit Agreement") with Jefferies Finance, LLC and certain other lenders for purposes of funding, in part, our acquisition of Silicon Image. The Credit Agreement provided for a $350 million term loan (the "Term Loan") maturing on March 10, 2021 (the "Term Loan Maturity Date"). We received $346.5 million net of an original issue discount of $3.5 million and we paid debt issuance costs of $8.3 million . The Term Loan bears variable interest equal to the one-month LIBOR as of July 1, 2017 , subject to a 1.00% floor if necessary, plus a spread of 4.25% . The current effective interest rate on the Term Loan is 5.99% . The Term Loan is payable through a combination of (i) quarterly installments of approximately $0.9 million , (ii) annual excess cash flow payments as defined in the Credit Agreement, which are due 95 days after the last day of our fiscal year, and (iii) any payments due upon certain issuances of additional indebtedness and certain asset dispositions, with any remaining outstanding principal amount due and payable on the Term Loan Maturity Date. The percentage of excess cash flow we are required to pay ranges from 0% to 75% , depending on our leverage and other factors as defined in the Credit Agreement. Currently, the Credit Agreement would require a 75% excess cash flow payment. In the first quarter of fiscal 2017 , we made a required additional principal payment of $9.9 million due to a sale of patents. In the second quarter of fiscal 2017 , we made another required additional principal payment of $8.3 million due to a sale of patents, and a required annual excess cash flow payment of $13.7 million . Over the next twelve months, our principal payments will be comprised mainly of regular quarterly installments and a required annual excess cash flow payment. While the Credit Agreement does not contain financial covenants, it does contain informational covenants and certain restrictive covenants, including limitations on liens, mergers and consolidations, sales of assets, payment of dividends, and indebtedness. We were in compliance with all such covenants at July 1, 2017 . The original issue discount and the debt issuance costs have been accounted for as a reduction to the carrying value of the Term Loan on our Consolidated Balance Sheets and are being amortized to interest expense in our Consolidated Statements of Operations over the contractual term, using the effective interest method. The fair value of the Term Loan approximates the carrying value, which is reflected in our Consolidated Balance Sheets as follows: (In thousands) July 1, 2017 December 31, 2016 Principal amount $ 308,542 $ 342,221 Unamortized original issue discount and debt costs (6,245 ) (7,599 ) Less: Current portion of long-term debt (15,318 ) (33,767 ) Long-term debt $ 286,979 $ 300,855 Interest expense related to the Term Loan was included in Interest expense on our Consolidated Statements of Operations as follows: Three Months Ended Six Months Ended (In thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Contractual interest $ 4,167 $ 4,615 $ 8,710 $ 9,235 Amortization of debt issuance costs and discount 421 418 1,354 659 Total Interest expense related to the Term Loan $ 4,588 $ 5,033 $ 10,064 $ 9,894 As of July 1, 2017 , expected future principal payments on the Term Loan were as follows: Fiscal year (in thousands) 2017 (remaining 6 months) $ 1,750 2018 17,527 2019 18,748 2020 81,093 2021 189,424 $ 308,542 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jul. 01, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Total stock-based compensation expense included in our Consolidated Statements of Operations is presented in the following table: Three Months Ended Six Months Ended (In thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Cost of products sold $ 180 $ 166 $ 408 $ 425 Research and development 1,299 1,468 3,149 3,927 Selling, general and administrative 1,450 1,608 3,215 3,446 Total stock-based compensation $ 2,929 $ 3,242 $ 6,772 $ 7,798 We granted stock options with a market condition to certain executives in fiscal years 2015 and 2016. The options have a two year vesting and vest between 0% and 200% of the target amount, based on the Company's relative Total Shareholder Return (TSR) when compared to the TSR of a component of companies of the PHLX Semiconductor Sector Index over a two year period. TSR is a measure of stock price appreciation plus dividends paid, if any, in the performance period. The fair values of the options were determined and fixed on the date of grant using a lattice-based option-pricing valuation model, which incorporates a Monte-Carlo simulation, and considered the likelihood that we would achieve the market condition. Of these grants with a market condition, approximately 596,600 were outstanding and unvested at December 31, 2016 . In the first quarter of fiscal 2017 , approximately 91,500 grants vested, and approximately 183,200 were canceled due to the expiration of the vesting period for the 2015 tranche. During the second quarter of fiscal 2017 , approximately 9,200 vested options were exercised, while 28,000 unvested options were canceled due to termination. A total of approximately 376,200 stock options were outstanding as of July 1, 2017 , which includes the approximately 82,300 that vested but were not exercised. We incurred stock compensation expense related to these market condition awards of less than $0.1 million and approximately $0.3 million in the second quarter and first six months, respectively, of fiscal 2017 and less than $0.1 million and approximately $0.2 million in the second quarter and first six months, respectively, of fiscal 2016 . |
Contingencies
Contingencies | 6 Months Ended |
Jul. 01, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Legal Matters In February 2016, we filed a complaint against Technicolor SA and its affiliates in the United States District Court for the Northern District of California alleging that Technicolor had infringed on certain patents relating to the HDMI specification. Technicolor filed an answer to our complaint on April 11, 2016, which included various defenses to the alleged patent infringement. In November 2016, Technicolor amended its answer and asserted a counterclaim, alleging that the Company’s action constituted a breach of the HDMI Founders Agreement to provide licenses on fair, reasonable and non-discriminatory terms. Technicolor seeks declaratory relief and compensation for the alleged breach. At this stage of the proceedings, we do not have an estimate of the likelihood or the amount of any financial consequences to us. From time to time, we are exposed to certain other asserted and unasserted potential claims. Periodically, we review the status of each significant matter and assess its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, we then accrue a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to pending claims and litigation and may revise estimates. |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Jul. 01, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information Segment Information As of July 1, 2017 , Lattice had one operating segment: the core Lattice business, which includes IP and semiconductor devices. Qterics, a discrete software-as-a-service business unit, was previously an immaterial operating segment in the Lattice legal entity structure. In April 2016, we sold Qterics to an unrelated third party for net proceeds of $2.0 million , net of cash sold, resulting in a gain of $2.6 million . The gain was included in Other income, net in the Consolidated Statements of Operations in the period of sale. In the second quarter of fiscal 2017, we received a final escrow payment of $0.3 million related to the sale of Qterics, which was included as a gain in Other income, net in the Consolidated Statements of Operations for the current period. Geographic Information Our revenue by major geographic area, based on ship-to location, is presented in the following table: Three Months Ended Six Months Ended (In thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Asia $ 64,946 69 % $ 67,655 68 % $ 138,404 70 % $ 133,167 68 % Europe 10,579 11 14,729 15 21,659 11 30,738 16 Americas 18,612 20 16,825 17 38,661 19 31,816 16 Total revenue $ 94,137 100 % $ 99,209 100 % $ 198,724 100 % $ 195,721 100 % We assign revenue to geographies based on the customer ship-to address at the point where revenue is recognized. In the case of sell-in distributors and OEM customers, revenue is typically recognized, and geography is assigned, when products are shipped to our distributor or customer. In the case of sell-through distributors, revenue is recognized when resale occurs and geography is assigned based on the customer location on the resale reports provided by the distributor. There were no material changes to property and equipment by major geographic area as of July 1, 2017 as compared to December 31, 2016 . |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jul. 01, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On July 27, 2017 , we announced our agreement to sell certain assets, including our Hyderabad, India subsidiary and our Simplay Labs testing and certification business to Invecas, Inc. for the purchase price of $5.0 million , plus or minus cash net of agreed upon pre-close liabilities (the “Invecas Transaction”). The Invecas Transaction is subject to a number of closing conditions. In connection with the Invecas Transaction, approximately 150 employees in the U.S., China, and India, primarily working on HDMI and related products, will be offered employment by Invecas, Inc. or an affiliate. We are currently evaluating the impact of this transaction on our consolidated financial statements. |
Basis of Presentation and Sig24
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 01, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Presentation | Principles of Consolidation and Presentation The accompanying Consolidated Financial Statements include the accounts of Lattice and its subsidiaries after the elimination of all intercompany balances and transactions. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets, such as marketable securities, accounts receivable, inventory, goodwill (including the assessment of reporting units), intangible assets, current and deferred income taxes, accrued liabilities (including restructuring charges and bonus arrangements), deferred income and allowances on sales to sell-through distributors, disclosure of contingent assets and liabilities at the date of the financial statements, amounts used in acquisition valuations and purchase accounting, and the reported amounts of product revenue, licensing and services revenue, and expenses during the fiscal periods presented. Actual results could differ from those estimates. |
Cash Equivalents | We consider all investments that are readily convertible into cash and have original maturities of three months or less to be cash equivalents. Cash equivalents consist primarily of highly liquid investments in time deposits or money market accounts and are carried at cost. |
Marketable Securities | We account for marketable securities as available-for-sale investments, as defined by U.S. GAAP, and record unrealized gains or losses to Accumulated other comprehensive loss on our Consolidated Balance Sheets, unless losses are considered other than temporary, in which case, those are recorded directly to the Consolidated Statements of Operations and Statements of Comprehensive Loss. Deposits with financial institutions at times exceed Federal Deposit Insurance Corporation insurance limits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We invest in various financial instruments, which may include corporate and government bonds, notes, and commercial paper. We value these instruments at their fair value and monitor our portfolio for impairment on a periodic basis. In the event that the carrying value of an investment exceeds its fair value and the decline in value is determined to be other than temporary, we would record an impairment charge and establish a new carrying value. We assess other than temporary impairment of marketable securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures.” The framework under the provisions of ASC 820 establishes three levels of inputs that may be used to measure fair value. Each level of input has different levels of subjectivity and difficulty involved in determining fair value. Level 1 instruments generally represent quoted prices for identical assets or liabilities in active markets. Therefore, determining fair value for Level 1 instruments generally does not require significant management judgment, and the estimation is not difficult. Our Level 1 instruments consist of U.S. Government agency obligations, corporate notes and bonds, and commercial paper that are traded in active markets and are classified as Short-term marketable securities on our Consolidated Balance Sheets. Level 2 instruments include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices for identical instruments in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Our Level 2 instruments consist of certificates of deposit and foreign currency exchange contracts, entered into to hedge against fluctuation in the Japanese yen. Level 3 instruments include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As a result, the determination of fair value for Level 3 instruments requires significant management judgment and subjectivity. We did not have any Level 3 instruments during the periods presented. |
Foreign Exchange and Translation of Foreign Currencies | Foreign Exchange and Translation of Foreign Currencies While our revenues and the majority of our expenses are denominated in U.S. dollars, we have international subsidiary and branch operations that conduct some transactions in foreign currencies, and we collect an annual Japanese consumption tax refund in yen. Gains or losses from foreign exchange rate fluctuations on balances denominated in foreign currencies are reflected in Other income, net . Realized and unrealized gains or losses on foreign currency transactions were not significant for the periods presented. We translate accounts denominated in foreign currencies in accordance with ASC 830, “Foreign Currency Matters,” using the current rate method under which asset and liability accounts are translated at the current rate, while stockholders' equity accounts are translated at the appropriate historical rates, and revenue and expense accounts are translated at average monthly exchange rates. Translation adjustments related to the consolidation of foreign subsidiary financial statements are reflected in Accumulated other comprehensive loss in Stockholders' equity. |
Derivative Financial Instruments | Derivative Financial Instruments We mitigate foreign currency exchange rate risk by entering into foreign currency forward exchange contracts, details of which are presented in the following table: July 1, 2017 December 31, 2016 Total cost of contracts for Japanese yen (thousands) $ 1,005 $ 2,323 Number of contracts 1 2 Settlement month June 2018 June 2017 Although these hedges mitigate our foreign currency exchange rate exposure from an economic perspective, they were not designated as "effective" hedges for accounting purposes and as such are adjusted to fair value through Other income, net , with gains of less than $0.1 million and approximately $0.2 million , respectively, for the fiscal quarters ended July 1, 2017 and December 31, 2016 . We do not hold or issue derivative financial instruments for trading or speculative purposes. |
Concentration Risk | Concentration Risk Potential exposure to concentration risk may impact revenue, trade receivables, marketable securities, and supply of wafers for our products. Customer concentration risk may impact revenue. The percentage of total revenue attributable to our top five end customers and largest end customer is presented in the following table: Three Months Ended Six Months Ended July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Revenue attributable to top five end customers 27 % 20 % 32 % 22 % Revenue attributable to largest end customer 9 % 7 % 10 % 6 % No other end customer accounted for more than 10% of total revenue during these periods. Sales through distributors have historically accounted for a significant portion of our total revenue. Revenue attributable to resale of products by sell-through distributors as a percentage of total revenue is presented in the following table: Three Months Ended Six Months Ended July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Revenue attributable to sell-through distributors 66 % 59 % 63 % 56 % Our two largest distributor groups also account for a substantial portion of our trade receivables. At July 1, 2017 and December 31, 2016 , one distributor group accounted for 37% and 38% , respectively, and the other accounted for 30% and 24% , respectively, of gross trade receivables. No other distributor group or end customer accounted for more than 10% of gross trade receivables at these dates. Concentration of credit risk with respect to trade receivables is mitigated by our credit and collection process, including active management of collections, credit limits, routine credit evaluations for essentially all customers, and secure transactions with letters of credit or advance payments where appropriate. We regularly review our allowance for doubtful accounts and the aging of our accounts receivable. Accounts receivable do not bear interest and are shown net of allowances for doubtful accounts of $9.3 million at both July 1, 2017 and December 31, 2016 . During the third quarter of fiscal 2016, we received notice from one of our distributor groups that indicated a high likelihood of their bankruptcy. As a result, we recorded a full allowance on our accounts receivable, net of deferred revenue, from that distributor group, which accounts for $9.0 million of the allowance for doubtful accounts. Bad debt expense was negligible for the second quarter and first six months of both fiscal 2017 and fiscal 2016 . We place our investments primarily through one financial institution and mitigate the concentration of credit risk by limiting the maximum portion of the investment portfolio which may be invested in any one instrument. Our investment policy defines approved credit ratings for investment securities. Investments on-hand in marketable securities consisted primarily of money market instruments, “AA” or better corporate notes and bonds and commercial paper, and U.S. government agency obligations. See Note 3 for a discussion of the liquidity attributes of our marketable securities. We rely on a limited number of foundries for our wafer purchases, including Fujitsu Limited, Seiko Epson Corporation, Taiwan Semiconductor Manufacturing Company, Ltd, and United Microelectronics Corporation. We seek to mitigate the concentration of supply risk by establishing, maintaining and managing multiple foundry relationships; however, certain of our products are sourced from a single foundry and changing from one foundry to another can have a significant cost. |
Revenue Recognition and Deferred Income | Licensing and Services Revenue Our licensing and services revenue is comprised of revenue from our intellectual property ("IP") core licensing activity, patent monetization activities, and royalty and adopter fee revenue from our standards activities. These activities are complementary to our product sales and help us monetize our IP and accelerate market adoption curves associated with our technology and standards. From time to time we enter into patent sale and licensing agreements to monetize and license a broad portfolio of our patented inventions. Such licensing agreements may include upfront license fees and ongoing royalties. The contractual terms of the agreements generally provide for payments of upfront license fees and/or royalties over an extended period of time. Revenue from such license fees is recognized when payments become due and payable as long as all other revenue recognition criteria are met, while revenue from royalties is recognized when reported to us by customers. We enter into IP licensing agreements that generally provide licensees the right to incorporate our IP components into their products pursuant to terms and conditions that vary by licensee. Revenue earned under these agreements is classified as licensing and services revenue. Our IP licensing agreements generally include multiple elements, which may include one or more off-the-shelf or customized IP licenses bundled with support services covering a fixed period of time, generally one year. If the different elements of a multiple-element arrangement qualify as separate units of accounting, we allocate the total arrangement consideration to each element based on relative selling price. Amounts allocated to off-the-shelf IP licenses are recognized at the time of sale provided the other conditions for revenue recognition have been met. Amounts allocated to the support services are deferred and recognized on a straight-line basis over the support period, generally one year. Certain licensing agreements provide for royalty payments based on agreed-upon royalty rates, which may be fixed or variable depending on the terms of the agreement. The amount of revenue we recognize is based on a specified time period or on the agreed-upon royalty rate multiplied by the reported number of units shipped by the customer. From time to time, we enter into IP licensing agreements that involve significant modification, customization or engineering services. Revenues derived from these contracts are accounted for using the percentage-of-completion method or completed contract method. The completed contract method is used for contracts where there is a risk associated with final acceptance by the customer or for short-term contracts. HDMI royalty revenue is determined by a contractual allocation formula agreed to by the Founders of the HDMI consortium. Evidence of an arrangement, as it relates to HDMI royalty revenue, is deemed complete when all of the Founders agree on the royalty sharing formula. The contractual allocation formula is subject to periodic adjustment, generally every three years. The most recent agreement expired on December 31, 2016 and a new agreement has not yet been entered into covering the period beginning January 1, 2017. As a result, the HDMI agent is unable to distribute the majority of the royalties collected to the Founders and, given the lack of evidence of an arrangement, we are unable to recognize all of the HDMI royalty revenue for the three and six months ended July 1, 2017. We acted as the agent of the HDMI consortium until December 31, 2016. From time to time, as the agent, we performed audits on royalty reporting customers to ensure compliance. As a result of those compliance efforts, we entered into settlement agreements for the payment of unreported royalties. The contractual terms of those agreements provided for upfront payment of unreported royalties or payment over a period of time, generally not to exceed one year. Revenue from those arrangements was recognized when the agreement was executed by both parties, as long as price was fixed and determinable and collection was reasonably assured. Revenue Recognition and Deferred Income Product Revenue We sell our products directly to end customers, through a network of independent manufacturers' representatives, and indirectly through a network of independent sell-in and sell-through distributors. Distributors provide periodic data regarding the product, price, quantity, and end customer when products are resold, as well as the quantities of our products they still have in stock. Revenue from sales to original equipment manufacturers ("OEMs") and sell-in distributors is generally recognized upon shipment. Reserves for sell-in stock rotations, where applicable, are estimated based primarily on historical experience and provided for at the time of shipment. Revenue from sales by our sell-through distributors is recognized at the time of reported resale. Under both types of revenue recognition, persuasive evidence of an arrangement exists, the price is fixed or determinable, title has transferred, collection of resulting receivables is reasonably assured, and there are no remaining customer acceptance requirements and no remaining significant performance obligations. Orders from our sell-through distributors are initially recorded at published list prices; however, for a majority of our sales, the final selling price is determined at the time of resale and in accordance with a distributor price agreement. For this reason, we do not recognize revenue until products are resold by sell-through distributors to an end customer. In certain circumstances, we allow sell-through distributors to return unsold products. At times, we protect our sell-through distributors against reductions in published list prices. At the time of shipment to sell-through distributors, we (a) record accounts receivable at published list price since there is a legally enforceable obligation from the distributor to pay us currently for product delivered, (b) relieve inventory for the carrying value of goods shipped since legal title has passed to the distributor, and (c) record deferred revenue and deferred cost of sales in deferred income and allowances on sales to sell-through distributors in the liability section of our Consolidated Balance Sheets. Revenue and cost of sales to sell-through distributors are deferred until either the product is resold by the distributor or, in certain cases, return privileges terminate, at which time Revenue and Cost of products sold are reflected in Net loss , and Accounts receivable, net is adjusted to reflect the final selling price. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method for financial reporting purposes over the estimated useful lives of the related assets, generally three to five years for equipment and software, one to three years for tooling, and thirty years for buildings and building space. Leasehold improvements are amortized over the shorter of the non-cancelable lease term or the estimated useful life of the assets. Upon disposal of property and equipment, the accounts are relieved of the costs and related accumulated depreciation and amortization, and resulting gains or losses are reflected in the Consolidated Statements of Operations for recognized gains and losses or in the Consolidated Balance Sheets for deferred gains and losses. Repair and maintenance costs are expensed as incurred. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Accounting Standards In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . This update is intended to recognize the income tax consequences of intra-entity transfers of assets other than inventory when they occur by removing the exception to postpone recognition until the asset has been sold to an outside party. For public business entities, this guidance is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted, and it is required to be applied on a modified retrospective basis through a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. We early adopted this accounting standard in the first quarter of fiscal 2017 and recorded a nominal amount to accumulated deficit based on the guidance, as detailed in Note 10. Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. In August 2015, the FASB issued ASU 2015-14 deferring the effective date of ASU 2014-09 to periods beginning on or after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016, and interim periods within that year. We intend to adopt ASU 2014-09 on December 31, 2017 which is the first day of our fiscal 2018. The new standard allows for two transition methods - (i) a full retrospective method applied to each prior reporting period presented, or (ii) a modified retrospective method applied with the cumulative effect of adoption recognized on December 31, 2017, the first day of our fiscal 2018. We currently anticipate adopting this guidance using the modified retrospective transition method, which would result in an adjustment to accumulated deficit for the cumulative effect of applying this guidance to contracts in process as of the adoption date. Under this approach, we would not restate the prior financial statements presented. This guidance requires us to provide additional disclosures of the amount by which each financial statement line item is affected in the current reporting period during 2018 as compared to the guidance that was in effect before the change, and an explanation of the reasons for significant changes. We have been executing against a project plan developed early in 2017 and believe that we are on schedule to be substantially complete with our implementation efforts by the first quarter of fiscal 2018. Key ongoing elements of our project plan include the quantification of the impacts of the standard to revenues, contract acquisition costs, income taxes and various balance sheet accounts, and the design and implementation of relevant internal controls. Based on our current assessment, we believe the most significant impact of the new standard will be to accelerate the timing of revenue recognition on product shipments to our sell-through distributors. Assuming all other revenue recognition criteria have been met, the new guidance would require us to recognize revenue and costs relating to such sales upon shipment to the distributor - subject to reductions for estimated reserves for price adjustments and returns - rather than upon the ultimate sale by the distributor to its end customer, as is our current practice. Revenue to our sell-through distributors accounted for 75% and 71% of our product revenue and 66% and 63% of our total revenue for the three and six months ended July 1, 2017, respectively, as compared to approximately 66% of product revenue and approximately 60% of total revenue during the year ended December 31, 2016. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , to mainly change the accounting for investments in equity securities and financial liabilities carried at fair value as well as to modify the presentation and disclosure requirements for financial instruments. The ASU is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. Adoption of the ASU is retrospective with a cumulative adjustment to retained earnings or accumulated deficit as of the adoption date. We are currently evaluating the impact of ASU 2016-01 on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires that substantially all leases, including current operating leases, be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability. For public business entities, the standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all entities. We are currently evaluating the impact of ASU 2016-02 on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice in how cash receipts and cash payments are classified in the statement of cash flows. For public business entities, this guidance will be effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. We are currently evaluating the impact of ASU 2016-15 on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business , which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. This update requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The standard also narrows the definition of outputs. The definition of a business affects areas of accounting such as acquisitions, disposals and goodwill. Under the new guidance, fewer acquired sets are expected to be considered businesses. For public business entities, this guidance is effective for interim and annual periods beginning after December 15, 2017. We are currently evaluating the impact of ASU 2017-01 on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under the new guidance, an entity will recognize an impairment charge for the amount by which the carrying value exceeds the fair value. This standard is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017 and requires a prospective transition method. We are currently evaluating the impact of ASU 2017-04 on our consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which provides clarity on which changes to the terms or conditions of share-based payment awards require entities to apply the modification accounting provisions required in Topic 718. This standard is effective for all entities for annual reporting periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. We are currently evaluating the impact of ASU 2017-09 on our consolidated financial statements and related disclosures. |
Basis of Presentation and Sig25
Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Derivative Instruments | We mitigate foreign currency exchange rate risk by entering into foreign currency forward exchange contracts, details of which are presented in the following table: July 1, 2017 December 31, 2016 Total cost of contracts for Japanese yen (thousands) $ 1,005 $ 2,323 Number of contracts 1 2 Settlement month June 2018 June 2017 |
Schedules of Revenue Concentration of Risk | The percentage of total revenue attributable to our top five end customers and largest end customer is presented in the following table: Three Months Ended Six Months Ended July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Revenue attributable to top five end customers 27 % 20 % 32 % 22 % Revenue attributable to largest end customer 9 % 7 % 10 % 6 % Revenue attributable to resale of products by sell-through distributors as a percentage of total revenue is presented in the following table: Three Months Ended Six Months Ended July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Revenue attributable to sell-through distributors 66 % 59 % 63 % 56 % |
Deferred Income and Allowances on Sales to Sell-through Distributors | The components of Deferred income and allowances on sales to sell-through distributors are presented in the following table: (In thousands) July 1, 2017 December 31, 2016 Inventory valued at published list prices and held by sell-through distributors with right of return $ 81,837 $ 86,218 Allowance for distributor advances (45,130 ) (37,090 ) Deferred cost of sales related to inventory held by sell-through distributors (11,792 ) (16,871 ) Total Deferred income and allowances on sales to sell-through distributors $ 24,915 $ 32,257 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Reconciliation | A summary of basic and diluted net loss per share is presented in the following table: Three Months Ended Six Months Ended (in thousands, except per share data) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Basic and diluted net loss $ (13,022 ) $ (13,810 ) $ (20,297 ) $ (33,521 ) Shares used in basic and diluted net loss per share 122,390 119,445 122,095 119,125 Basic and diluted net loss per share $ (0.11 ) $ (0.12 ) $ (0.17 ) $ (0.28 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The computation of diluted net loss per share excludes the effects of stock options, RSUs, and ESPP shares that are antidilutive, aggregating approximately the following number of shares: Three Months Ended Six Months Ended (in thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Stock options, RSUs, and ESPP shares excluded as they are antidilutive 6,000 7,579 5,946 7,781 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Contractual Maturities of Marketable Securities | The following table summarizes the remaining maturities of our marketable securities at fair value: (In thousands) July 1, 2017 December 31, 2016 Short-term marketable securities: Maturing within one year $ 7,989 $ 10,308 Maturing between one and two years 2,481 — Total marketable securities $ 10,470 $ 10,308 |
Schedule of Composition of Marketable Securities | The following table summarizes the composition of our marketable securities at fair value: (In thousands) July 1, 2017 December 31, 2016 Short-term marketable securities: Corporate and government bonds and notes, and commercial paper $ 10,382 $ 10,230 Certificates of deposit 88 78 Total marketable securities $ 10,470 $ 10,308 |
Fair Value of Financial Instr28
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Instruments | Fair value measurements as of Fair value measurements as of July 1, 2017 December 31, 2016 (In thousands) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Short-term marketable securities $ 10,470 $ 10,382 $ 88 $ — $ 10,308 $ 10,230 $ 78 $ — Foreign currency forward exchange contracts, net 26 — 26 — 184 — 184 — Total fair value of financial instruments $ 10,496 $ 10,382 $ 114 $ — $ 10,492 $ 10,230 $ 262 $ — |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | (In thousands) July 1, 2017 December 31, 2016 Work in progress $ 52,790 $ 50,688 Finished goods 25,689 28,480 Total inventories $ 78,479 $ 79,168 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-lived Intangible Assets Amortization Expense | We recorded amortization expense related to intangible assets on the Consolidated Statements of Operations as presented in the following table: Three Months Ended Six Months Ended (In thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Research and development $ 141 $ 187 $ 314 $ 373 Amortization of acquired intangible assets 8,737 8,311 17,251 17,032 $ 8,878 $ 8,498 $ 17,565 $ 17,405 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment, Investee's Net Loss | Applying the equity method, the proportionate share of the investee's net loss that we have recognized in the Consolidated Statements of Operations is presented in the following table: Three Months Ended Six Months Ended (In thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Equity in net loss of an unconsolidated affiliate, net of tax $ (154 ) $ (368 ) $ (493 ) $ (678 ) |
Equity Method Investments, Roll-forward Schedule | The net balance of our investment included in other long-term assets in the Consolidated Balance Sheets is detailed in the following table: (In thousands) Total Balance at December 31, 2016 $ 4,049 Equity in net loss of an unconsolidated affiliate, net of tax (493 ) Balance at July 1, 2017 $ 3,556 |
Accounts Payable and Accrued 32
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Included in accounts payable and accrued expenses are the following balances: (In thousands) July 1, 2017 December 31, 2016 Trade accounts payable $ 39,591 $ 37,800 Liability for non-cancelable contracts 5,073 5,744 Payable to members of the MHL and HDMI consortia* 115 9,698 Other accrued expenses 23,166 27,691 Total accounts payable and accrued expenses $ 67,945 $ 80,933 * As an agent of the MHL consortium, we administer royalty reporting and distributions to the members of this consortium. This excludes amounts payable to us, and is payable quarterly based on collections from MHL customers. Our role as the agent of the HDMI consortium terminated on January 1, 2017 and, therefore, the balance as of July 1, 2017 is due to MHL consortium members only. |
Changes in Stockholders' Equi33
Changes in Stockholders' Equity and Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Changes in Stockholders' Equity and Accumulated other Comprehensive Loss | (In thousands) Common stock Additional Paid-in capital Accumulated deficit Accumulated other comprehensive loss Total Balances, December 31, 2016 $ 1,216 $ 680,315 $ (406,945 ) $ (4,156 ) $ 270,430 Net loss for the six months ended July 1, 2017 — — (20,297 ) — (20,297 ) Unrealized loss related to marketable securities, net of tax — — — (71 ) (71 ) Recognized loss on redemption of marketable securities, previously unrealized — — — 200 200 Translation adjustments, net of tax — — — 950 950 Common stock issued in connection with the exercise of stock options, ESPP and vested RSUs, net of tax 11 1,172 — — 1,183 Stock-based compensation expense related to stock options, ESPP and RSUs — 6,772 — — 6,772 Defined benefit pension, net of actuarial losses — — — (47 ) (47 ) Accounting method transition adjustment — — (355 ) — (355 ) Balances, July 1, 2017 $ 1,227 $ 688,259 $ (427,597 ) $ (3,124 ) $ 258,765 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table displays the combined activity related to the restructuring actions described above: (In thousands) Severance & related * Lease Termination Software Contracts & Engineering Tools ** Other Total Balance at January 2, 2016 $ 3,696 $ 1,005 $ 377 $ — $ 5,078 Restructuring charges 1,878 2,234 1,931 1,956 7,999 Costs paid or otherwise settled (4,406 ) (1,402 ) (2,111 ) (1,940 ) (9,859 ) Balance at July 2, 2016 $ 1,168 $ 1,837 $ 197 $ 16 $ 3,218 Balance at December 31, 2016 $ 801 $ 1,036 $ 25 $ 12 $ 1,874 Restructuring charges 1,276 57 — 309 1,642 Costs paid or otherwise settled (52 ) (616 ) (25 ) (301 ) (994 ) Balance at July 1, 2017 $ 2,025 $ 477 $ — $ 20 $ 2,522 * Includes employee relocation costs ** Includes cancellation of contracts, asset impairments, and accelerated depreciation on certain enterprise resource planning and customer relationship management systems |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The fair value of the Term Loan approximates the carrying value, which is reflected in our Consolidated Balance Sheets as follows: (In thousands) July 1, 2017 December 31, 2016 Principal amount $ 308,542 $ 342,221 Unamortized original issue discount and debt costs (6,245 ) (7,599 ) Less: Current portion of long-term debt (15,318 ) (33,767 ) Long-term debt $ 286,979 $ 300,855 |
Interest Income and Interest Expense Disclosure | Interest expense related to the Term Loan was included in Interest expense on our Consolidated Statements of Operations as follows: Three Months Ended Six Months Ended (In thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Contractual interest $ 4,167 $ 4,615 $ 8,710 $ 9,235 Amortization of debt issuance costs and discount 421 418 1,354 659 Total Interest expense related to the Term Loan $ 4,588 $ 5,033 $ 10,064 $ 9,894 |
Schedule of Debt | As of July 1, 2017 , expected future principal payments on the Term Loan were as follows: Fiscal year (in thousands) 2017 (remaining 6 months) $ 1,750 2018 17,527 2019 18,748 2020 81,093 2021 189,424 $ 308,542 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense included in our Consolidated Statements of Operations is presented in the following table: Three Months Ended Six Months Ended (In thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Cost of products sold $ 180 $ 166 $ 408 $ 425 Research and development 1,299 1,468 3,149 3,927 Selling, general and administrative 1,450 1,608 3,215 3,446 Total stock-based compensation $ 2,929 $ 3,242 $ 6,772 $ 7,798 |
Segment and Geographic Inform37
Segment and Geographic Information (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Geographic Area | Our revenue by major geographic area, based on ship-to location, is presented in the following table: Three Months Ended Six Months Ended (In thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Asia $ 64,946 69 % $ 67,655 68 % $ 138,404 70 % $ 133,167 68 % Europe 10,579 11 14,729 15 21,659 11 30,738 16 Americas 18,612 20 16,825 17 38,661 19 31,816 16 Total revenue $ 94,137 100 % $ 99,209 100 % $ 198,724 100 % $ 195,721 100 % |
Basis of Presentation and Sig38
Basis of Presentation and Significant Accounting Policies (Derivative Financial Instruments) (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 01, 2017USD ($)Contract | Dec. 31, 2016USD ($)Contract | |
General Discussion of Derivative Instruments and Hedging Activities [Abstract] | ||
Gain on foreign exchange contracts adjusted to fair value through earnings - less than | $ 100 | $ 200 |
Foreign exchange contracts | ||
General Discussion of Derivative Instruments and Hedging Activities [Abstract] | ||
Total cost of contracts for Japanese yen (thousands) | $ 1,005 | $ 2,323 |
Derivative contracts | Contract | 1 | 2 |
Basis of Presentation and Sig39
Basis of Presentation and Significant Accounting Policies (Concentration Risk) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 01, 2017 | Oct. 01, 2016 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | ||||||
Allowance for doubtful accounts | $ 9.3 | $ 9.3 | $ 9.3 | |||
Increase in allowance for doubtful accounts | $ 9 | |||||
Product revenue | Sell-Through Distributors Concentration Risk | ||||||
Risks and Uncertainties [Abstract] | ||||||
Concentration Risk | 75.00% | 71.00% | 66.00% | |||
Revenue | Sell-Through Distributors Concentration Risk | ||||||
Risks and Uncertainties [Abstract] | ||||||
Concentration Risk | 66.00% | 59.00% | 63.00% | 56.00% | 60.00% | |
Top Five Customers | Revenue | Customer Concentration Risk | ||||||
Risks and Uncertainties [Abstract] | ||||||
Concentration Risk | 27.00% | 20.00% | 32.00% | 22.00% | ||
Largest Customer | Revenue | Customer Concentration Risk | ||||||
Risks and Uncertainties [Abstract] | ||||||
Concentration Risk | 9.00% | 7.00% | 10.00% | 6.00% | ||
Largest Distributor Group | Trade receivables | Sell-Through Distributors Concentration Risk | ||||||
Risks and Uncertainties [Abstract] | ||||||
Concentration Risk | 37.00% | 38.00% | ||||
Second Largest Distributor Group | Trade receivables | Sell-Through Distributors Concentration Risk | ||||||
Risks and Uncertainties [Abstract] | ||||||
Concentration Risk | 30.00% | 24.00% |
Basis of Presentation and Sig40
Basis of Presentation and Significant Accounting Policies (Revenue Recognition) (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Deferred Revenue and Credits [Abstract] | ||
Inventory valued at published list prices and held by sell-through distributors with right of return | $ 81,837 | $ 86,218 |
Allowance for distributor advances | (45,130) | (37,090) |
Deferred cost of sales related to inventory held by sell-through distributors | (11,792) | (16,871) |
Total Deferred income and allowances on sales to sell-through distributors | $ 24,915 | $ 32,257 |
Basis of Presentation and Sig41
Basis of Presentation and Significant Accounting Policies (Property and Equipment) (Details) | 6 Months Ended |
Jul. 01, 2017 | |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Tools, Dies and Molds | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Tools, Dies and Molds | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Building | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Software Development | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Software Development | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Basis of Presentation and Sig42
Basis of Presentation and Significant Accounting Policies (Recently Adopted Accounting Standards) (Details) - Sell-Through Distributors Concentration Risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | Dec. 31, 2016 | |
Product revenue | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration Risk | 75.00% | 71.00% | 66.00% | ||
Revenue | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration Risk | 66.00% | 59.00% | 63.00% | 56.00% | 60.00% |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Earnings Per Share [Abstract] | ||||
Basic and diluted net loss | $ (13,022) | $ (13,810) | $ (20,297) | $ (33,521) |
Shares used in basic and diluted net loss per share (in shares) | 122,390 | 119,445 | 122,095 | 119,125 |
Basic and diluted net loss per share (in usd per share) | $ (0.11) | $ (0.12) | $ (0.17) | $ (0.28) |
Stock options, RSU's and ESPP shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of EPS (in shares) | 6,000 | 7,579 | 5,946 | 7,781 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2017 | Dec. 31, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Term of maturities of investments considered short-term | 2 years | |
Short-term marketable securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Maturing within one year | $ 7,989 | $ 10,308 |
Maturing between one and two years | 2,481 | 0 |
Total marketable securities | 10,470 | 10,308 |
Corporate and government bonds and notes, and commercial paper | Short-term marketable securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total marketable securities | 10,382 | 10,230 |
Certificates of deposit | Short-term marketable securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total marketable securities | $ 88 | $ 78 |
Fair Value of Financial Instr45
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Dec. 31, 2016 | |
Total | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Foreign currency forward exchange contracts, net | $ 26 | $ 184 | |
Total fair value of financial instruments | 10,496 | 10,492 | |
Short-term marketable securities | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of marketable securities | 10,470 | 10,308 | |
Short-term marketable securities | Total | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of marketable securities | 10,470 | 10,308 | |
Level 1 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Foreign currency forward exchange contracts, net | 0 | 0 | |
Total fair value of financial instruments | 10,382 | 10,230 | |
Level 1 | Short-term marketable securities | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of marketable securities | 10,382 | 10,230 | |
Level 2 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Foreign currency forward exchange contracts, net | 26 | 184 | |
Total fair value of financial instruments | 114 | 262 | |
Level 2 | Short-term marketable securities | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of marketable securities | 88 | 78 | |
Level 3 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Foreign currency forward exchange contracts, net | 0 | 0 | |
Total fair value of financial instruments | 0 | 0 | |
Level 3 | Short-term marketable securities | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of marketable securities | 0 | $ 0 | |
Maximum | Short-term marketable securities | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Unrealized loss (less than) | $ 100 | $ 100 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Work in progress | $ 52,790 | $ 50,688 |
Finished goods | 25,689 | 28,480 |
Total inventories | $ 78,479 | $ 79,168 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jul. 01, 2017 | Jul. 02, 2016 | Jan. 02, 2016 | Dec. 31, 2016 | Apr. 02, 2016 | |
Business Acquisition [Line Items] | |||||
Goodwill impairment | $ 0 | $ 0 | $ 12,700,000 | ||
Goodwill | 269,758,000 | $ 269,758,000 | |||
Silicon Image, Inc | |||||
Business Acquisition [Line Items] | |||||
Long-term liabilities from valuation and allocation of purchase price consideration | $ 2,100,000 | ||||
Goodwill | 237,600,000 | ||||
Series of Individually Immaterial Business Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 44,800,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 01, 2017 | Apr. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Accumulated amortization, intangible assets | $ 93,800,000 | $ 93,800,000 | $ 78,500,000 | |||
Impairment of intangible assets | 0 | $ 0 | ||||
Amortization of acquired intangible assets | 8,878,000 | $ 8,498,000 | 17,565,000 | $ 17,405,000 | ||
Research and development | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of acquired intangible assets | 141,000 | 187,000 | 314,000 | 373,000 | ||
Amortization of acquired intangible assets | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of acquired intangible assets | $ 8,737,000 | $ 8,311,000 | $ 17,251,000 | $ 17,032,000 | ||
Patents | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Decrease of intangible assets, net of amortization | $ 3,500,000 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 27 Months Ended | |||
Jul. 01, 2017 | Oct. 01, 2016 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | Jan. 02, 2016 | Apr. 01, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |||||||
Payments to acquire equity method investments | $ 1,000 | $ 1,000 | $ 1,000 | $ 0 | $ 5,000 | ||
Equity method investment, ownership percentage | 22.70% | ||||||
Equity method investment, gross | $ 6,000 | ||||||
Equity Method Investment [Roll Forward] | |||||||
Beginning balance | 4,049 | ||||||
Equity in net loss of an unconsolidated affiliate, net of tax | (154) | $ (368) | (493) | $ (678) | $ (2,400) | ||
Ending balance | $ 3,556 | $ 3,556 |
Accounts Payable and Accrued 50
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 39,591 | $ 37,800 |
Liability for non-cancelable contracts | 5,073 | 5,744 |
Payable to members of the MHL and HDMI consortia | 115 | 9,698 |
Other accrued expenses | 23,166 | 27,691 |
Total accounts payable and accrued expenses | $ 67,945 | $ 80,933 |
Changes in Stockholders' Equi51
Changes in Stockholders' Equity and Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | Dec. 31, 2016 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance | $ 270,430 | ||||
Net loss for the six months ended July 1, 2017 | $ (13,022) | $ (13,810) | (20,297) | $ (33,521) | |
Unrealized loss related to marketable securities, net of tax | (71) | ||||
Recognized loss on redemption of marketable securities, previously unrealized | 200 | ||||
Translation adjustments, net of tax | 950 | ||||
Common stock issued in connection with the exercise of stock options, ESPP and vested RSUs, net of tax | 1,183 | ||||
Stock-based compensation expense related to stock options, ESPP and RSUs | 6,772 | ||||
Defined benefit pension, net of actuarial losses | (47) | $ 141 | (47) | $ 141 | |
Accounting method transition adjustment | $ (355) | ||||
Ending balance | 258,765 | 258,765 | |||
Common stock | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance | 1,216 | ||||
Common stock issued in connection with the exercise of stock options, ESPP and vested RSUs, net of tax | 11 | ||||
Ending balance | 1,227 | 1,227 | |||
Additional Paid-in capital | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance | 680,315 | ||||
Common stock issued in connection with the exercise of stock options, ESPP and vested RSUs, net of tax | 1,172 | ||||
Stock-based compensation expense related to stock options, ESPP and RSUs | 6,772 | ||||
Ending balance | 688,259 | 688,259 | |||
Accumulated deficit | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance | (406,945) | ||||
Net loss for the six months ended July 1, 2017 | (20,297) | ||||
Accounting method transition adjustment | $ (355) | ||||
Ending balance | (427,597) | (427,597) | |||
Accumulated other comprehensive loss | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance | (4,156) | ||||
Unrealized loss related to marketable securities, net of tax | (71) | ||||
Recognized loss on redemption of marketable securities, previously unrealized | 200 | ||||
Translation adjustments, net of tax | 950 | ||||
Defined benefit pension, net of actuarial losses | (47) | ||||
Ending balance | $ (3,124) | $ (3,124) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | Dec. 31, 2016 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Income tax provision | $ 47,000 | $ 4,539,000 | $ 565,000 | $ 6,439,000 | |
Statutory income tax rate | 35.00% | ||||
Unrecognized tax benefits that could significantly change during the next twelve months | $ 1,600,000 | 1,600,000 | |||
Unrecognized tax benefits, associated interest and penalties that could significantly change within the next twelve months | 100,000 | 100,000 | |||
Total potential decrease in UTB | 1,600,000 | $ 1,600,000 | |||
Tax credit carryforward, amount | $ 105,900,000 | ||||
U.S. Federal | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Statutory income tax rate | 35.00% | ||||
Bermuda | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Income tax provision | $ 0 | ||||
Statutory income tax rate | 0.00% | ||||
Internal Revenue Service (IRS) | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Operating loss carryforwards | 367,000,000 | ||||
Tax credit carryforward, amount | 49,200,000 | ||||
State and Local Jurisdiction | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Operating loss carryforwards | 193,300,000 | ||||
Tax credit carryforward, amount | 56,700,000 | ||||
Other Long-term Liabilities | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Uncertain tax positions | $ 27,800,000 | $ 27,800,000 | 29,600,000 | ||
No Expiration Date | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Tax credit carryforward, amount | $ 55,500,000 |
Restructuring (Narrative) (Deta
Restructuring (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 1,576 | $ 2,568 | $ 1,642 | $ 7,999 |
March 2015 Plan and September 2015 Reduction | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | (800) | (800) | ||
March 2015 Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | (400) | 2,400 | (100) | 5,900 |
Restructuring and related cost, cost incurred to date | 20,500 | 20,500 | ||
Restructuring and related cost, expected cost | 21,000 | 21,000 | ||
September 2015 Reduction | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | (500) | $ 200 | (700) | $ 2,100 |
Restructuring and related cost, cost incurred to date | 7,200 | 7,200 | ||
Restructuring and related cost, expected cost | 8,000 | 8,000 | ||
June 2017 Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, cost incurred to date | 2,400 | 2,400 | ||
Minimum | June 2017 Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, expected cost | 8,000 | 8,000 | ||
Maximum | June 2017 Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, expected cost | $ 19,000 | $ 19,000 |
Restructuring (Schedule of Rest
Restructuring (Schedule of Restructuring Activities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of the period | $ 1,874 | $ 5,078 | ||
Restructuring charges | 7,999 | |||
Restructuring charges | $ 1,576 | $ 2,568 | 1,642 | 7,999 |
Costs paid or otherwise settled | (994) | (9,859) | ||
Balance at the end of the period | 2,522 | 3,218 | 2,522 | 3,218 |
Severance & related | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of the period | 801 | 3,696 | ||
Restructuring charges | 1,276 | 1,878 | ||
Costs paid or otherwise settled | (52) | (4,406) | ||
Balance at the end of the period | 2,025 | 1,168 | 2,025 | 1,168 |
Lease Termination | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of the period | 1,036 | 1,005 | ||
Restructuring charges | 57 | 2,234 | ||
Costs paid or otherwise settled | (616) | (1,402) | ||
Balance at the end of the period | 477 | 1,837 | 477 | 1,837 |
Software Contracts & Engineering Tools | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of the period | 25 | 377 | ||
Restructuring charges | 0 | 1,931 | ||
Costs paid or otherwise settled | (25) | (2,111) | ||
Balance at the end of the period | 0 | 197 | 0 | 197 |
Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of the period | 12 | 0 | ||
Restructuring charges | 309 | 1,956 | ||
Costs paid or otherwise settled | (301) | (1,940) | ||
Balance at the end of the period | $ 20 | $ 16 | $ 20 | $ 16 |
Long-Term Debt - (Narrative) (D
Long-Term Debt - (Narrative) (Details) - USD ($) | Mar. 10, 2015 | Jul. 01, 2017 | Apr. 01, 2017 | Jul. 01, 2017 | Jul. 02, 2016 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||||
Principal amount | $ 308,542,000 | $ 308,542,000 | ||||
Proceeds from debt | (33,679,000) | $ (3,404,000) | ||||
Repayments of debt | 8,300,000 | $ 9,900,000 | ||||
Required annual excess cash flow payment | 13,700,000 | |||||
Line of Credit | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 350,000,000 | 308,542,000 | 308,542,000 | $ 342,221,000 | ||
Proceeds from debt | 346,500,000 | |||||
Debt instrument, unamortized discount | 3,500,000 | $ 6,245,000 | $ 6,245,000 | $ 7,599,000 | ||
Payment of debt issuance cost | $ 8,300,000 | |||||
Debt instrument, interest rate, effective percentage | 5.99% | 5.99% | ||||
Debt instrument, periodic payment | $ 900,000 | |||||
Debt instrument, payment, percentage | 75.00% | |||||
Line of Credit | Term Loan | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, variable interest floor rate | 1.00% | |||||
Debt instrument, basis spread on variable rate | 4.25% | |||||
Minimum | Line of Credit | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, payment, percentage | 0.00% | |||||
Maximum | Line of Credit | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, payment, percentage | 75.00% |
Long-Term Debt - (Debt Schedule
Long-Term Debt - (Debt Schedule) (Details) - USD ($) | Jul. 01, 2017 | Dec. 31, 2016 | Mar. 10, 2015 |
Debt Instrument [Line Items] | |||
Principal amount | $ 308,542,000 | ||
Line of Credit | Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount | 308,542,000 | $ 342,221,000 | $ 350,000,000 |
Unamortized original issue discount and debt costs | (6,245,000) | (7,599,000) | $ (3,500,000) |
Less: Current portion of long-term debt | (15,318,000) | (33,767,000) | |
Long-term debt | $ 286,979,000 | $ 300,855,000 |
Long-Term Debt - (Interest Expe
Long-Term Debt - (Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Debt Disclosure [Abstract] | ||||
Contractual interest | $ 4,167 | $ 4,615 | $ 8,710 | $ 9,235 |
Amortization of debt issuance costs and discount | 421 | 418 | 1,354 | 659 |
Total Interest expense related to the Term Loan | $ 4,588 | $ 5,033 | $ 10,064 | $ 9,894 |
Long-Term Debt - (Future Princi
Long-Term Debt - (Future Principal Payments) (Details) $ in Thousands | Jul. 01, 2017USD ($) |
Debt Disclosure [Abstract] | |
2017 (remaining 6 months) | $ 1,750 |
2,018 | 17,527 |
2,019 | 18,748 |
2,020 | 81,093 |
2,021 | 189,424 |
Total | $ 308,542 |
Stock-Based Compensation - (Sto
Stock-Based Compensation - (Stock-based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 2,929 | $ 3,242 | $ 6,772 | $ 7,798 |
Cost of products sold | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 180 | 166 | 408 | 425 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 1,299 | 1,468 | 3,149 | 3,927 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 1,450 | $ 1,608 | $ 3,215 | $ 3,446 |
Stock-Based Compensation - (Nar
Stock-Based Compensation - (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 01, 2017 | Apr. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 2,929 | $ 3,242 | $ 6,772 | $ 7,798 | ||
Executives | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options, nonvested, number of shares | 376,200 | 376,200 | 596,600 | |||
Options vested, number of shares | 82,300 | 91,500 | ||||
Options canceled, number of shares | 28,000 | 183,200 | ||||
Options exercised, number of shares | 9,200 | |||||
Stock-based compensation | $ 100 | $ 100 | $ 300 | $ 200 | ||
Executives | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 2 years | |||||
Comparison period | 2 years | |||||
Executives | Minimum | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting rights, percentage | 0.00% | |||||
Executives | Maximum | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting rights, percentage | 200.00% |
Segment and Geographic Inform61
Segment and Geographic Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2016USD ($) | Jul. 01, 2017USD ($) | Jul. 02, 2016USD ($) | Jul. 01, 2017USD ($)segment | Jul. 02, 2016USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Proceeds from sale of business unit, net of cash sold | $ 300 | $ 1,972 | |||
Gain on sale of business unit | 300 | 2,646 | |||
Total revenue | $ 94,137 | $ 99,209 | $ 198,724 | $ 195,721 | |
Total revenue as percentage | 100.00% | 100.00% | 100.00% | 100.00% | |
Asia | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 64,946 | $ 67,655 | $ 138,404 | $ 133,167 | |
Total revenue as percentage | 69.00% | 68.00% | 70.00% | 68.00% | |
Europe | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 10,579 | $ 14,729 | $ 21,659 | $ 30,738 | |
Total revenue as percentage | 11.00% | 15.00% | 11.00% | 16.00% | |
Americas | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 18,612 | $ 16,825 | $ 38,661 | $ 31,816 | |
Total revenue as percentage | 20.00% | 17.00% | 19.00% | 16.00% | |
Qterics | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Proceeds from sale of business unit, net of cash sold | $ 2,000 | $ 300 | |||
Gain on sale of business unit | $ 2,600 |
Subsequent Event (Details)
Subsequent Event (Details) - Disposed of by Sale - Subsequent Event $ in Millions | Jul. 27, 2017USD ($)employee |
Subsequent Event [Line Items] | |
Consideration of disposed group | $ | $ 5 |
Number of employees with employment change | employee | 150 |