Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jan. 31, 2015 | Jun. 30, 2014 |
Document and Entity Information | |||
Entity Registrant Name | RAMBUS INC | ||
Entity Central Index Key | 917273 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $1.50 | ||
Entity Common Stock, Shares Outstanding | 115,234,882 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $154,126 | $338,696 |
Marketable securities | 145,983 | 48,966 |
Accounts receivable | 6,001 | 2,251 |
Prepaids and other current assets | 8,541 | 8,253 |
Deferred taxes | 187 | 205 |
Total current assets | 314,838 | 398,371 |
Intangible assets, net | 89,371 | 117,172 |
Goodwill | 116,899 | 116,899 |
Property, plant and equipment, net | 64,023 | 72,642 |
Deferred taxes, long term | 536 | 4,797 |
Other assets | 2,612 | 3,498 |
Total assets | 588,279 | 713,379 |
Current liabilities: | ||
Accounts payable | 6,962 | 7,001 |
Accrued salaries and benefits | 14,840 | 33,448 |
Convertible notes, short-term | 0 | 164,047 |
Deferred Revenue, Current | 4,133 | 466 |
Other current liabilities | 8,723 | 7,880 |
Total current liabilities | 34,658 | 212,842 |
Convertible notes, long-term | 115,089 | 109,629 |
Long-term imputed financing obligation | 39,063 | 39,349 |
Long-term income taxes payable | 2,769 | 6,561 |
Other long-term liabilities | 5,078 | 4,769 |
Total liabilities | 196,657 | 373,150 |
Commitments and contingencies (Notes 12 and 18) | ||
Stockholders’ equity: | ||
Convertible preferred stock, $.001 par value: Authorized: 5,000,000 shares; Issued and outstanding: no shares at December 31, 2014 and December 31, 2013 | 0 | 0 |
Common Stock, $.001 par value: Authorized: 500,000,000 shares; Issued and outstanding: 115,161,675 shares at December 31, 2014 and 113,459,390 shares at December 31, 2013 | 115 | 113 |
Additional paid in capital | 1,153,435 | 1,128,148 |
Accumulated deficit | -761,526 | -787,727 |
Accumulated other comprehensive loss | -402 | -305 |
Total stockholders’ equity | 391,622 | 340,229 |
Total liabilities and stockholders’ equity | $588,279 | $713,379 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Stockholders' equity: | ||
Convertible preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Convertible preferred stock, Authorized shares | 5,000,000 | 5,000,000 |
Convertible preferred stock, Issued shares | 0 | 0 |
Convertible preferred stock, outstanding shares | 0 | 0 |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, Authorized shares | 500,000,000 | 500,000,000 |
Common Stock, Issued shares | 115,161,675 | 113,459,390 |
Common Stock, outstanding shares | 115,161,675 | 113,459,390 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Revenue: | ||||||
Royalties | $271,521 | $264,111 | $232,385 | |||
Contract and other revenue | 25,037 | 7,390 | 1,666 | |||
Total revenue | 296,558 | 271,501 | 234,051 | |||
Operating costs and expenses: | ||||||
Cost of revenue | 41,947 | [1] | 33,215 | [1] | 28,372 | [1] |
Research and development | 110,025 | [1] | 117,981 | [1] | 140,503 | [1] |
Sales, general and administrative | 74,770 | [1] | 76,467 | [1] | 112,838 | [1] |
Restructuring costs | 39 | 5,546 | 7,301 | |||
Impairment of goodwill and long-lived assets | 0 | 17,751 | 35,471 | |||
Gain from sale of intellectual property | -3,529 | -1,388 | 0 | |||
Gain from settlement | -2,040 | -535 | 0 | |||
Costs and Expenses | 221,212 | 249,037 | 324,485 | |||
Operating income (loss) | 75,346 | 22,464 | -90,434 | |||
Interest income and other income (expense), net | -276 | -1,596 | 59 | |||
Interest expense | -24,820 | -32,885 | -27,510 | |||
Interest and other income (expense), net | -25,096 | -34,481 | -27,451 | |||
Income (loss) before income taxes | 50,250 | -12,017 | -117,885 | |||
Provision for income taxes | 24,049 | 21,731 | 16,451 | |||
Net income (loss) | $26,201 | ($33,748) | ($134,336) | |||
Net income (loss) per share: | ||||||
Basic (in dollars per share) | $0.23 | ($0.30) | ($1.21) | |||
Diluted (in dollars per share) | $0.22 | ($0.30) | ($1.21) | |||
Weighted average shares used in per share calculations: | ||||||
Basic (in shares) | 114,318 | 112,415 | 110,769 | |||
Diluted (in shares) | 117,624 | 112,415 | 110,769 | |||
[1] | * Includes stock-based compensation: Cost of revenue$44Â $19Â $20Research and development$7,216Â $6,597Â $9,546Sales, general and administrative$7,470Â $8,365Â $12,980 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cost of revenue | |||
Stock-based compensation | $44 | $19 | $20 |
Research and development | |||
Stock-based compensation | 7,216 | 6,597 | 9,546 |
Sales, general and administrative | |||
Stock-based compensation | $7,470 | $8,365 | $12,980 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $26,201 | ($33,748) | ($134,336) |
Other comprehensive income (loss): | |||
Unrealized gain (loss) on marketable securities, net of tax | -97 | -5 | 89 |
Total comprehensive income (loss) | $26,104 | ($33,753) | ($134,247) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Gain (Loss) |
In Thousands, unless otherwise specified | |||||
Balance at Dec. 31, 2011 | $429,794 | $110 | $1,049,716 | ($619,643) | ($389) |
Balance (in shares) at Dec. 31, 2011 | 110,267 | ||||
Net income (loss) | -134,336 | 0 | 0 | -134,336 | 0 |
Increase (Decrease) in Stockholders' Equity | |||||
Unrealized gain (loss) on marketable securities, net of tax | 89 | 0 | 0 | 0 | 89 |
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | 3,501 | 2 | 3,499 | 0 | 0 |
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 1,258 | ||||
Stock-based compensation | 22,546 | 0 | 22,546 | 0 | 0 |
Balance at Dec. 31, 2012 | 321,594 | 112 | 1,075,761 | -753,979 | -300 |
Balance (in shares) at Dec. 31, 2012 | 111,525 | ||||
Net income (loss) | -33,748 | 0 | 0 | -33,748 | 0 |
Increase (Decrease) in Stockholders' Equity | |||||
Unrealized gain (loss) on marketable securities, net of tax | -5 | 0 | 0 | 0 | -5 |
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | 7,865 | 1 | 7,864 | 0 | 0 |
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 1,934 | ||||
Stock-based compensation | 14,981 | 0 | 14,981 | 0 | 0 |
Equity component of 1.125% convertible senior notes due 2018 | 29,542 | 0 | 29,542 | ||
Balance at Dec. 31, 2013 | 340,229 | 113 | 1,128,148 | -787,727 | -305 |
Balance (in shares) at Dec. 31, 2013 | 113,459 | ||||
Net income (loss) | 26,201 | 0 | 0 | 26,201 | |
Increase (Decrease) in Stockholders' Equity | |||||
Unrealized gain (loss) on marketable securities, net of tax | -97 | 0 | 0 | 0 | -97 |
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | 10,559 | 2 | 10,557 | 0 | 0 |
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 1,703 | ||||
Stock-based compensation | 14,730 | 0 | 14,730 | 0 | 0 |
Balance at Dec. 31, 2014 | $391,622 | $115 | $1,153,435 | ($761,526) | ($402) |
Balance (in shares) at Dec. 31, 2014 | 115,162 |
CONSOLIDATED_STATEMENTS_OF_STO1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (Convertible notes, 1.125% Convertible Senior Notes due 2018) | Dec. 31, 2014 | Aug. 16, 2013 |
Convertible notes | 1.125% Convertible Senior Notes due 2018 | ||
Stated Interest rate (as a percent) | 1.13% | 1.13% |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income (loss) | $26,201 | ($33,748) | ($134,336) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Stock-based compensation | 14,730 | 14,981 | 22,546 |
Depreciation | 13,625 | 15,451 | 13,190 |
Amortization of intangible assets | 26,618 | 28,909 | 30,345 |
Non-cash interest expense and amortization of convertible debt issuance costs | 14,763 | 19,296 | 14,695 |
Impairment of goodwill and long-lived assets | 0 | 17,751 | 35,471 |
Impairment of investment in non-marketable equity security | 600 | 1,400 | 0 |
Deferred tax provision | 2,310 | 1,919 | 3,728 |
Non-cash restructuring | 0 | 653 | 0 |
Loss on disposal of property, plant and equipment | 0 | 364 | 8 |
Gain from sale of intellectual property | -3,529 | -1,388 | 0 |
Change in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | -3,750 | -1,722 | 497 |
Prepaids and other assets | -2,431 | 6,174 | 8,379 |
Accounts payable | 2,006 | -1,544 | -9,664 |
Accrued salaries and benefits and other accrued liabilities | -19,893 | 533 | -5,757 |
Accrued litigation expenses | -232 | -9,324 | -680 |
Income taxes payable | 2,263 | -716 | -3,522 |
Deferred revenue | 3,667 | -7,647 | 7,604 |
Net cash provided by (used in) operating activities | 76,948 | 51,342 | -17,496 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | -7,204 | -6,938 | -21,809 |
Acquisition of intangible assets | 0 | -2,656 | -1,700 |
Purchases of marketable securities | -240,281 | -125,554 | -110,716 |
Maturities of marketable securities | 118,735 | 119,600 | 183,086 |
Proceeds from sale of marketable securities | 24,986 | 11,020 | 0 |
Proceeds from sale of intellectual property and property, plant and equipment | 5,859 | 2,255 | 0 |
Acquisition of businesses, net of cash acquired | 0 | 0 | -46,278 |
Net cash provided by (used in) investing activities | -97,905 | -2,273 | 2,583 |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible senior notes | 0 | 138,000 | 0 |
Issuance costs related to issuance of convertible senior notes | 0 | -3,603 | 0 |
Proceeds received from issuance of common stock under employee stock plans | 11,079 | 8,391 | 4,103 |
Payments under installment payment arrangement | -1,773 | -1,829 | -1,923 |
Principal payments against financing lease obligation | -322 | -178 | -522 |
Repayment of senior convertible notes | -172,500 | 0 | 0 |
Net cash provided by (used in) financing activities | -163,516 | 140,781 | 1,658 |
Effect of exchange rate changes on cash and cash equivalents | -97 | -138 | -5 |
Net increase (decrease) in cash and cash equivalents | -184,570 | 189,712 | -13,260 |
Cash and cash equivalents at beginning of year | 338,696 | 148,984 | 162,244 |
Cash and cash equivalents at end of year | 154,126 | 338,696 | 148,984 |
Cash paid during the period for: | |||
Interest | 5,861 | 8,625 | 8,625 |
Income taxes, net of refunds | 20,691 | 18,720 | 16,384 |
Non-cash investing and financing activities: | |||
Non-cash obligation for property, plant and equipment | 0 | 0 | 2,512 |
Property, plant and equipment received and accrued in accounts payable and other accrued liabilities | $548 | $5,909 | $1,709 |
Formation_and_Business_of_the_
Formation and Business of the Company | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation and Business of the Company | Formation and Business of the Company |
Rambus Inc. (the “Company” or “Rambus”), the innovative technology solutions company that brings invention to market, was incorporated in California in March 1990 and reincorporated in Delaware in March 1997. In addition to licensing, the Company is creating new business opportunities through offering products and services where its goal is to perpetuate strong company operating performance and long-term stockholder value. The Company generates revenue by licensing its inventions and solutions, whether in the form of patent licensing, solutions licensing, services or products, to market-leading companies. | |
While the Company has historically focused its efforts on the development of technologies for electronics memory and chip interfaces, the Company has expanded its portfolio of inventions and solutions to address additional markets in lighting, chip and system security, as well as new areas within the semiconductor industry, such as computational sensing and imaging. The Company intends to continue its growth into new technology fields, consistent with its mission to create great value through the Company's innovations and to make those technologies available through both its licensing and non-licensing business models. Key to the Company's efforts will be hiring and retaining world-class inventors, scientists and engineers to lead the development of inventions and technology solutions for its fields of focus, and the management and business support personnel necessary to execute its plans and strategies. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies |
Financial Statement Presentation | |
The accompanying consolidated financial statements include the accounts of Rambus and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. Investments in entities with less than 20% ownership by Rambus and in which Rambus does not have the ability to significantly influence the operations of the investee are accounted for using the cost method and are included in other assets. | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Reclassifications | |
Certain prior year balances were reclassified to conform to the current year’s presentation. None of these reclassifications had an impact on reported net income (loss) or cash flows for any of the periods presented. | |
Revenue Recognition | |
Overview | |
Rambus recognizes revenue when persuasive evidence of an arrangement exists, Rambus has delivered the product or performed the service, the fee is fixed or determinable and collection is reasonably assured. If any of these criteria are not met, Rambus defers recognizing the revenue until such time as all criteria are met. Determination of whether or not these criteria have been met may require the Company to make judgments, assumptions and estimates based upon current information and historical experience. | |
Certain revenue contracts consist of service fees associated with integration of Rambus' solutions into its customers’ products and fees associated with providing training, evaluation and test equipment to its customers. Under the accounting guidance, if the deliverables have standalone value upon delivery, Rambus accounts for each deliverable separately. When multiple deliverables included in an arrangement are separated into different units of accounting, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. Rambus determines the relative selling price for a deliverable based on its best estimate of selling price (“BESP”). Rambus has determined that vendor-specific objective evidence of selling price for each deliverable is not available as there lacks a consistent number of standalone sales and third-party evidence is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. Rambus determined BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include discounting practices, the size and volume of transactions, the customer demographic, the geographic area where services are sold, price lists, go-to-market strategy, historical standalone sales and contract prices. The determination of BESP is made through consultation with and approval by management, taking into consideration the go-to-market strategy. As the go-to-market strategies evolve, Rambus may modify its pricing practices in the future, which could result in changes in relative selling prices. In most cases, the relative values of the undelivered components are not material to the overall arrangement and are typically delivered within twelve months after the core product has been delivered. In such agreements, selling price is determined for each component and any difference between the total of the separate BESP and total contract consideration (i.e. discount) is allocated pro-rata across each of the components in the arrangement. | |
During 2013, the Company expanded its business strategy of monetizing its patent portfolio to include the sale of selected intellectual property. The Company's Memory and Interface Division ("MID") business continues to grow its patent portfolio and actively engage with various external parties to monetize the patent portfolio and explore new revenue opportunities. As the sales of such patents developed by the MID business unit under this expanded strategy represents a component of the Company's ongoing major or central operations, the Company records the related proceeds as revenue. As patent sales executed under this expanded strategy represent a component of the Company's ongoing major or central operations and activities, it will record the related proceeds as revenue. The Company will recognize the revenue when there is persuasive evidence of a sales arrangement, fees are fixed or determinable, delivery has occurred and collectibility is reasonably assured. These requirements are generally fulfilled upon closing of the patent sale transaction. | |
Rambus’ revenue consists of royalty revenue and contract and other revenue derived from MID, Cryptography Research Division ("CRD") and Lighting and Display Technologies ("LDT") operating segments. Royalty revenue consists of patent license and technology license royalties. Contract and other revenue consists of fixed license fees, fixed engineering fees and service fees associated with integration of Rambus’ technology solutions into its customers’ products as well as sale of products. | |
Royalty Revenue | |
Rambus generally recognizes royalty revenue upon notification by its customers and when deemed collectible. The terms of the royalty agreements generally either require customers to give Rambus notification and to pay the royalties within a specified period or are based on a fixed royalty that is due within a specified period. Many of Rambus’ customers have the right to cancel their licenses. In such arrangements, revenue is only recognized to the extent that is consistent with the cancellation provisions. Cancellation provisions within such contracts generally provide for a prospective cancellation with no refund of fees already remitted by customers for products provided and payment for services rendered prior to the date of cancellation. Rambus has two types of royalty revenue: (1) patent license royalties and (2) technology license royalties. | |
Patent licenses - Rambus licenses its broad portfolio of patented inventions to companies who use these inventions in the development and manufacture of their own products. Such licensing agreements may cover the license of part, or all, of Rambus' patent portfolio. The contractual terms of the agreements generally provide for payments over an extended period of time. For the licensing agreements with fixed royalty payments, Rambus generally recognizes revenue from these arrangements as amounts become due. For the licensing agreements with variable royalty payments which can be based on either a percentage of sales or number of units sold, Rambus earns royalties at the time that the customers’ sales occur. Rambus’ customers, however, do not report and pay royalties owed for sales in any given quarter until after the conclusion of that quarter. As Rambus is unable to estimate the customers’ sales in any given quarter to determine the royalties due to Rambus, it recognizes royalty revenues based on royalties reported by customers during the quarter and when other revenue recognition criteria are met. | |
In addition, Rambus may enter into certain settlements of patent infringement disputes. The amount of consideration received upon any settlement (including but not limited to past royalty payments, future royalty payments and punitive damages) is allocated to each element of the settlement based on the fair value of each element. In addition, revenues related to past royalties are recognized upon execution of the agreement by both parties, provided that the amounts are fixed or determinable, there are no significant undelivered obligations and collectability is reasonably assured. Rambus does not recognize any revenues prior to execution of the agreement since there is no reliable basis on which it can estimate the amounts for royalties related to previous periods or assess collectability. Elements that are related to royalty revenue in nature (including but not limited to past royalty payments and future royalty payments) will be recorded as royalty revenue in the consolidated statements of operations. Elements that are not related to royalty revenue in nature (including but not limited to punitive damage and settlement) will be recorded as gain from settlement which is reflected as a separate line item within the operating expenses section in the consolidated statements of operations. | |
Technology licenses - Rambus develops proprietary and industry-standard products that it provides to its customers under technology license agreements. These arrangements include royalties, which can be based on either a percentage of sales or number of units sold. Rambus earns royalties on such licensed products sold worldwide by its customers at the time that the customers’ sales occur. Rambus’ customers, however, do not report and pay royalties owed for sales in any given quarter until after the conclusion of that quarter. As Rambus is unable to estimate the customers’ sales in any given quarter to determine the royalties due to Rambus, it recognizes royalty revenues based on royalties reported by customers during the quarter and when other revenue recognition criteria are met. | |
Contract and Other Revenue | |
Rambus recognizes revenue from the sale of products when risk of loss and title have transferred to customers, provided all other revenue recognition criteria have been met. The Company accrues for sales returns and warranty based on experience, none of which are currently material. | |
Rambus generally recognizes revenue using percentage of completion or proportional performance for development contracts related to licenses of its solutions that involve significant engineering and integration services. For agreements accounted for using the percentage-of-completion method, Rambus determines progress to completion using input measures based upon contract costs incurred. Rambus has evaluated use of output measures versus input measures and has determined that its output is not sufficiently uniform with respect to cost, time and effort per unit of output to use output measures as a measure of progress to completion. | |
Goodwill | |
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. Goodwill is not subject to amortization, but is subject to at least an annual assessment for impairment, applying a fair-value based test. The Company performs its impairment analysis of goodwill on an annual basis during the fourth quarter of the year unless conditions arise that warrant a more frequent evaluation. | |
Goodwill is allocated to the various reporting units which are generally operating segments. The goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. The fair values of the reporting units are estimated using an income or discounted cash flows approach. | |
Under the income approach, the Company measures fair value of the reporting unit based on a projected cash flow method using a discount rate determined by its management which is commensurate with the risk inherent in its current business model. The Company’s discounted cash flow projections are based on its annual financial forecasts developed internally by management for use in managing its business. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired by a market participant in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. | |
The Company performed its annual goodwill impairment analysis as of December 31, 2014 and determined that the fair value of the reporting units with goodwill exceeded their carrying values. | |
Intangible Assets | |
Intangible assets are comprised of existing technology, customer contracts and contractual relationships, and other intangible assets. Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are estimated by management based on the fair value of assets received. Identifiable intangible assets are being amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from 1 to 10 years. | |
Property, Plant and Equipment | |
Property, plant and equipment includes computer equipment, computer software, machinery, leasehold improvements, furniture and fixtures and buildings. Computer equipment, computer software, machinery and furniture and fixtures are stated at cost and generally depreciated on a straight-line basis over an estimated useful life of 3, 3 to 5, 7 and 3 years, respectively. The Company undertook a series of structural improvements to ready the Sunnyvale and Brecksville facilities for its use. The Company concluded that its requirement to fund construction costs and responsibility for cost overruns resulted in the Company being considered the owner of the buildings during the construction period for accounting purposes. Upon completion of construction, the Company concluded that it retained sufficient continuing involvement to preclude de-recognition of the buildings under the Financial Accounting Standards Board ("FASB") authoritative guidance applicable to sale leaseback for real estate. As such, the Company continues to account for the buildings as owned real estate and to record an imputed financing obligation for its obligation to the legal owners. The buildings will be depreciated on a straight-line basis over an estimated useful life of approximately 39 years. See Note 10, “Balance Sheet Details,” and Note 12, “Commitments and Contingencies,” for additional details. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the initial terms of the leases. Upon disposal, assets and related accumulated depreciation are removed from the accounts and the related gain or loss is included in the results from operations. | |
Long-lived Asset Impairment | |
The Company evaluates long-lived assets (including property, plant and equipment and intangible assets) for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The carrying value is not recoverable if it exceeds the undiscounted cash flows resulting from the use of the asset group and its eventual disposition. The Company’s estimates of future cash flows attributable to its long-lived asset groups require significant judgment based on its historical and anticipated results and are subject to many factors. Factors that the Company considers important which could trigger an impairment review include significant negative industry or economic trends, significant loss of clients, and significant changes in the manner of its use of the acquired assets or the strategy for its overall business. | |
When the Company determines that the carrying value of the long-lived asset groups may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company measures the potential impairment based on a projected discounted cash flow method using a discount rate determined by the Company to be commensurate with the risk inherent in the Company’s current business model. An impairment loss is recognized only if the carrying amount of the long-lived asset group is not recoverable and exceeds its fair value. The impairment charge is recorded to reduce the pre-impairment carrying amount of the long-lived assets based on the relative carrying amount of those assets, though not to reduce the carrying amount of an asset below its fair value. Different assumptions and judgments could materially affect the calculation of the fair value of the long-lived assets. During 2014, the Company did not recognize any impairment of its long-lived assets. During 2013, the Company recognized an impairment of its long-lived assets related to its LDT asset group and CRD favorable contract asset group. During 2012, the Company recognized an impairment of its long-lived and intangible assets related to its LDT asset group. See Note 6, "Intangible Assets and Goodwill" for further details. | |
Income Taxes | |
Income taxes are accounted for using an asset and liability approach, which requires the recognition of deferred tax assets and liabilities for expected future tax events that have been recognized differently in Rambus' consolidated financial statements and tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law and the effects of future changes in tax laws or rates are not anticipated. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized based on available evidence. | |
In addition, the calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations. As a result, the Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in its tax return. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. | |
Stock-Based Compensation and Equity Incentive Plans | |
The Company maintained stock plans covering a broad range of equity grants including stock options, nonvested equity stock and equity stock units and performance based instruments. In addition, the Company sponsors an Employee Stock Purchase Plan (“ESPP”), whereby eligible employees are entitled to purchase Common Stock semi-annually, by means of limited payroll deductions, at a 15% discount from the fair market value of the Common Stock as of specific dates. | |
The Company determines compensation expense associated with restricted stock units based on the fair value of its common stock on the date of grant. The Company determines compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes Merton valuation model. The Company generally recognizes compensation expense using a straight-line amortization method over the respective vesting period for awards that are ultimately expected to vest. Accordingly, stock-based compensation expense for 2014, 2013 and 2012 has been reduced for estimated forfeitures. When estimating forfeitures, the Company considers voluntary termination behaviors as well as trends of actual option forfeitures. The Company will only recognize a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available have been utilized. In addition, the Company has elected to account for the indirect effects of stock-based awards on other tax attributes, such as the research tax credits, through the consolidated statement of operations as part of the tax effect of stock-based compensation. | |
Cash and Cash Equivalents | |
Cash equivalents are highly liquid investments with original maturity of three months or less at the date of purchase. The Company maintains its cash balances with high quality financial institutions. Cash equivalents are invested in highly-rated and highly-liquid money market securities and certain U.S. government sponsored obligations. | |
Marketable Securities | |
Available-for-sale securities are carried at fair value, based on quoted market prices, with the unrealized gains or losses reported, net of tax, in stockholders’ equity as part of accumulated other comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, both of which are included in interest and other income, net. Realized gains and losses are recorded on the specific identification method and are included in interest and other income, net. The Company reviews its investments in marketable securities for possible other than temporary impairments on a regular basis. If any loss on investment is believed to be a credit loss, a charge will be recognized in operations. In evaluating whether a credit loss on a debt security has occurred, the Company considers the following factors: 1) the Company’s intent to sell the security, 2) if the Company intends to hold the security, whether or not it is more likely than not that the Company will be required to sell the security before recovery of the security’s amortized cost basis and 3) even if the Company intends to hold the security, whether or not the Company expects the security to recover the entire amortized cost basis. Due to the high credit quality and short term nature of the Company’s investments, there have been no credit losses recorded to date. The classification of funds between short-term and long-term is based on whether the securities are available for use in operations or other purposes. | |
Non-Marketable Securities | |
The Company had an investment in a non-marketable security of a private company which was carried at cost until it was fully impaired during 2014. The Company monitored the investment for other-than-temporary impairment and recorded appropriate reductions in carrying value when necessary. See Note 9, "Fair Value of Financial Instruments" for further details. The non-marketable security was classified within other assets on the consolidated balance sheet. | |
Fair Value of Financial Instruments | |
The carrying value of cash equivalents, accounts receivable and accounts payable approximate their fair values due to their relatively short maturities as of December 31, 2014 and 2013. Marketable securities are comprised of available-for-sale securities that are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax. Fair value of the marketable securities is determined based on quoted market prices. The fair market value of the Company's convertible notes fluctuates with interest rates and with the market price of the stock, but does not affect the carrying value of the debt on the balance sheet. | |
Research and Development | |
Costs incurred in research and development, which include engineering expenses, such as salaries and related benefits, stock-based compensation, depreciation, professional services and overhead expenses related to the general development of Rambus’ products, are expensed as incurred. Software development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. Rambus has not capitalized any software development costs since the period between establishing technological feasibility and general customer release is relatively short and as such, these costs have not been material. | |
Computation of Earnings (Loss) Per Share | |
Basic earnings (loss) per share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, employee stock purchases, restricted stock and restricted stock units, and shares issuable upon the conversion of convertible notes. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method. This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in equity if the instrument was exercised and the amount of unrecognized stock-based compensation related to future services. No potential dilutive common shares are included in the computation of any diluted per share amount when a net loss is reported. | |
Comprehensive Income (Loss) | |
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments and unrealized gains and losses on marketable securities. Other comprehensive income (loss), net of tax, is presented in the consolidated statements of comprehensive income (loss). | |
Credit Concentration | |
As of December 31, 2014 and 2013, the Company’s cash, cash equivalents and marketable securities were invested with various financial institutions in the form of corporate notes, bonds and commercial paper, money market funds, U.S. government bonds and notes, and municipal bonds and notes. The Company’s exposure to market risk for changes in interest rates relates primarily to its investment portfolio. The Company places its investments with high credit issuers and, by investment policy, attempts to limit the amount of credit exposure to any one issuer. As stated in the Company’s investment policy, it will ensure the safety and preservation of the Company’s invested funds by limiting default risk and market risk. The Company has no investments denominated in foreign country currencies and therefore is not subject to foreign exchange risk from these assets. | |
The Company mitigates default risk by investing in high credit quality securities and by positioning its portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to enable portfolio liquidity. | |
The Company's accounts receivable are derived from revenue earned from customers located in the U.S. and internationally. See Note 7, "Segments and Major Customers" for further details. | |
Foreign Currency Remeasurement | |
The Company’s foreign subsidiaries currently use the U.S. dollar as the functional currency. Remeasurement adjustments for non-functional currency monetary assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Revenue, expenses, gains or losses are translated at the average exchange rate for the period, and non-monetary assets and liabilities are translated at historical rates. The remeasurement gains and losses of these foreign subsidiaries as well as gains and losses from foreign currency transactions are included in other expense, net in the consolidated statements of operations, and are not material for any periods presented. | |
Litigation | |
Rambus may be involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and an analysis of potential results, if Rambus believes that a loss arising from such matters is probable and can be reasonably estimated, Rambus records the estimated liability in its consolidated financial statements. If only a range of estimated losses can be determined, Rambus records an amount within the range that, in its judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, Rambus records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Rambus recognizes litigation expenses in the period in which the litigation services were provided. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncement | 12 Months Ended |
Dec. 31, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncement | Recent Accounting Pronouncements |
In November 2014, the FASB issued Accounting Standard Update ("ASU") No. 2014-17, Business Combination (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update apply to the separate financial statements of an acquired entity and its subsidiaries that are a business or nonprofit activity (either public or nonpublic) upon occurrence of an event in which an acquirer (an individual or an entity) obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company does not expect that this guidance will have a material impact on its financial position, results of operations or cash flows. | |
In August 2014, the FASB issued ASU No. 2014-15, "Disclosures of Uncertainties About an Entity's Ability to Continue as a Going Concern." The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company does not expect that this guidance will have a material impact on its financial position, results of operations or cash flows. | |
In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718)," which makes amendments to the codification topic 718, "Accounting for Share-Based Payments," when the terms of an award provide that a performance target could be achieved after the requisite service period. The new accounting standards update becomes effective for the Company on January 1, 2016. The Company is currently evaluating the impact that this guidance will have on its financial position, results of operations or cash flows. | |
In May 2014, the FASB and International Accounting Standards Board issued their converged accounting standards update on revenue recognition. The core principle of the new guidance is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new guidance also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements. The new accounting standards update becomes effective for the Company on January 1, 2017. The Company is currently evaluating the impact that this guidance will have on its financial condition and results of operations. | |
In April 2014, the FASB issued ASU No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The new accounting standards update becomes effective for the Company on January 1, 2015. Early adoption is permitted for new disposals (or new classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company does not expect that this guidance will have an impact on its financial position, results of operations or cash flows as the Company does not currently have discontinued operations. | |
In July 2013, the FASB issued ASU No. 2013-11 “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” ("ASU 2013-11"). ASU 2013-11 provides guidance on the presentation of unrecognized tax benefits. ASU 2013-11 requires presenting an unrecognized tax benefit or a portion of an unrecognized tax benefit as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carry forward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This accounting standards update became effective for the Company on January 1, 2014 and was applied prospectively to unrecognized tax benefits that existed at the effective date with retrospective application permitted. Upon adoption of this guidance in the first quarter of 2014, the Company reclassified $4.7 million from a long-term tax liability to a reduction of a deferred tax asset. |
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Earnings (Loss) Per Share | Earnings (Loss) Per Share | |||||||||||
The following table sets forth the computation of basic and diluted income (loss) per share: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income (loss) per share: | ||||||||||||
Numerator: | ||||||||||||
Net income (loss) | $ | 26,201 | $ | (33,748 | ) | $ | (134,336 | ) | ||||
Denominator: | ||||||||||||
Weighted-average common shares outstanding - basic | 114,318 | 112,415 | 110,769 | |||||||||
Effect of potential dilutive common shares | 3,306 | — | — | |||||||||
Weighted-average common shares outstanding - diluted | 117,624 | 112,415 | 110,769 | |||||||||
Basic net income (loss) per share | $ | 0.23 | $ | (0.30 | ) | $ | (1.21 | ) | ||||
Diluted net income (loss) per share | $ | 0.22 | $ | (0.30 | ) | $ | (1.21 | ) | ||||
For the years ended December 31, 2014, 2013 and 2012, options to purchase approximately 5.6 million, 7.3 million and 12.2 million shares, respectively, were excluded from the calculation because they were anti-dilutive after considering proceeds from exercise, taxes and related unrecognized stock-based compensation expense. For the years ended December 31, 2013 and 2012, an additional, 3.3 million and 6.8 million potentially dilutive shares, respectively, have been excluded from the weighted average dilutive shares because there was a net loss for the periods. These shares do not include the Company’s 5% convertible senior notes due 2014 (the "2014 Notes") and 1.125% convertible senior notes due 2018 (the "2018 Notes"). The par amount of convertible notes is payable in cash equal to the principal amount of the notes plus any accrued and unpaid interest and then the “in-the-money” conversion benefit feature at the conversion price above $19.31 and $12.07, respectively, per share is payable in cash, shares of the Company’s common stock or a combination of both. Refer to Note 11, "Convertible Notes” for more details. |
Acquisitions
Acquisitions | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Business Combinations [Abstract] | ||||
Acquisitions | Acquisitions | |||
The Company did not have any acquisitions during 2014. | ||||
Unity Semiconductor Corporation | ||||
On February 3, 2012, the Company completed its acquisition of a privately-held company, Unity Semiconductor Corporation (“Unity”), by acquiring all issued and outstanding shares of capital stock of Unity. Under the terms of the merger agreement, the purchase price was $35.0 million subject to certain post-closing adjustments to the purchase price which were applied as of the end of the second quarter of 2012. In addition to the purchase consideration, the Company agreed to pay an aggregate of $5.0 million in retention bonuses to certain Unity employees over three years. The retention bonus payouts were subject to the condition of employment, and therefore, were treated as compensation and expensed as incurred on a graded attribution basis. The Company acquired Unity’s technology and a portfolio of non-volatile solid state memory patents. The solid state memory technology is a potential successor to the current NAND flash technology, or could be otherwise deployed in the growing non-volatile memory market. Devices using this technology are expected to achieve higher density, faster performance, lower manufacturing costs and greater data reliability than NAND Flash. Unity is part of the MID reportable segment. The Company incurred approximately $0.6 million in direct acquisition costs in connection with the acquisition which were expensed as incurred. | ||||
The purchase price allocation for the business acquired is based on management’s estimate of the fair value for purchase accounting purposes at the date of acquisition. The fair value of the assets acquired has been determined primarily by using valuation methods that discount the expected future cash flows to present value using estimates and assumptions determined by management, which is a level three fair value measurement. The Company performed a valuation of the net assets acquired as of the February 3, 2012 closing date. The purchase price from the business combination was allocated as follows: | ||||
Total | ||||
(in thousands) | ||||
Cash | $ | 182 | ||
Property and equipment | 51 | |||
Other tangible assets | 36 | |||
Identified intangible assets | 19,280 | |||
Goodwill | 15,451 | |||
Total | $ | 35,000 | ||
The goodwill arising from the acquisition is primarily attributed to synergies related to the combination of new and complementary technologies of the Company and the assembled workforce of Unity. This goodwill is not expected to be deductible for tax purposes. The identified intangible assets assumed in the acquisition of Unity were recognized as existing technology based upon their fair values as of the acquisition date. The acquired intangible assets have an estimated average useful life of 10 years from the date of acquisition. | ||||
Other Acquisition Activities | ||||
For the year ended December 31, 2012, the Company entered into one additional business combination and two patent and technology acquisitions for $13.2 million to expand the Company's existing technology, which resulted in approximately $8.1 million of goodwill, $4.1 million of intangible assets (weighted average useful life of 6 years) and $1.0 million of other assets. The business combination was part of the previously reportable ESD (formerly named Chief Technology Office ("CTO")) segment, which is part of the Other segment as of December 31, 2014. | ||||
The consolidated financial statements include the operating results of these businesses from the date of acquisition. The acquired assets did not generate any revenue during the reported periods. Pro forma results of operations for the 2012 business combinations have not been presented because their effects were not material to the Company’s consolidated financial statements. |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Intangible Assets and Goodwill | Intangible Assets and Goodwill | |||||||||||||||
In the fourth quarter of 2014, the Company performed its annual goodwill impairment analysis for the MID and CRD reporting units, which are the only reporting units with goodwill. The Company estimated the fair value of the reporting units using the income approach which was determined using Level 3 fair value inputs. The utilization of the income approach to determine fair value requires estimates of future operating results and cash flows discounted using an estimated discount rate. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. | ||||||||||||||||
As of December 31, 2014, the fair value of the MID reporting unit, with $19.9 million of goodwill, exceeded the carrying value of its net assets by approximately 511% and the fair value of the CRD reporting unit, with $97.0 million of goodwill, exceeded the carrying value of its net assets by approximately 53%. Key assumptions used to determine the fair value of the MID and CRD reporting units at December 31, 2014, were the revenue growth rates for the forecast period and terminal year, terminal growth rates and discount rates. Certain estimates used in the income approach involve information for new product lines with limited financial history and developing revenue models which increase the risk of differences between the projected and actual performance. The discount rate of 15% for MID and 22% for CRD is based on the reporting units’ overall risk profile relative to other guideline companies, the reporting units’ respective industry as well as the visibility of future expected cash flows. The terminal growth rate applied to determine fair value for both reporting units was 3%, which was based on historical experience as well as anticipated economic conditions, industry data and long term outlook for the business. These assumptions are inherently uncertain. | ||||||||||||||||
It is reasonably possible that the businesses could perform significantly below the Company's expectations or a deterioration of market and economic conditions could occur. This would adversely impact the Company's ability to meet its projected results, which could cause the goodwill in any of its reporting units or long-lived assets in any of its asset groups to become impaired. Significant differences between these estimates and actual cash flows could materially affect the Company's future financial results. If the reporting units are not successful in commercializing new business arrangements, if the businesses are unsuccessful in signing new license agreements or renewing its existing license agreements, or if the Company is unsuccessful in managing its costs, the revenue and income for these reporting units could adversely and materially deviate from their historical trends and could cause goodwill or long-lived assets to become impaired. If the Company determines that its goodwill or long-lived assets are impaired, it would be required to record a non-cash charge that could have a material adverse effect on its results of operations and financial position. | ||||||||||||||||
2013 Impairment of Long-Lived Assets | ||||||||||||||||
During the fourth quarter of 2013, as a result of the change in business strategy for the LDT reporting unit to reduce its focus on the lower margin bulb products, the Company revised its projected cash flows for LDT, triggering an impairment analysis for long-lived assets. | ||||||||||||||||
As a result of the impairment analysis, the Company concluded that its LDT asset group was not able to recover the carrying amount of its assets. Determining the fair value of an asset group unit is judgmental in nature and requires the use of significant estimates and assumptions, considered to be Level 3 fair value inputs, including current replacement costs, revenue growth rates and operating margins, and discount rates, among others. Accordingly, the Company was required to make various estimates in determining the fair values of the LDT asset group. Due to the highly customized nature of the LDT manufacturing equipment, the Company primarily utilized the cost approach to estimate the fair value of its property, plant and equipment. To determine the estimated fair value of its property, plant and equipment, adjustment factors, including cost trend factors, were applied to each individual asset's original cost in order to estimate current replacement cost. The current replacement cost was then adjusted for estimated deductions to recognize the effects of deterioration and obsolescence from all causes, as well as indirect costs such as installation. Where appropriate, the Company utilized a market approach to estimate the fair value of its property, plant and equipment. This approach included the identification of market prices in actual transactions for similar assets based on asking prices for assets currently available for sale, as well as obtaining and reviewing certain direct market values based quoted prices with manufacturers and secondary market participants for similar equipment. Upon completion of this analysis, the Company recorded an impairment charge of $3.5 million, $0.5 million and $0.2 million for building and related improvements, machinery and equipment, and software in its LDT asset group, respectively. | ||||||||||||||||
The estimated fair value of the LDT acquired existing technology intangible assets was determined based on the income approach, using Level 3 fair value inputs, as it was deemed to be the most indicative of the fair value in an orderly transaction between market participants. | ||||||||||||||||
Under the income approach the Company determined fair value based on the estimated future cash flows resulting from the licensing of the technology underlying the intangible assets. The estimated cash flows in the income approach were discounted by an estimated weighted-average cost of capital which reflects the overall level of inherent risk of the reporting unit and the rate of return an outside investor would expect to earn. Upon completion of this analysis, the Company recorded an impairment charge of $4.0 million in the fourth quarter of 2013 related to the acquired intangible assets. | ||||||||||||||||
Also, during the fourth quarter of 2013, as a result of changes in one customer's business, the Company recorded a $1.5 million impairment charge related to its CRD favorable contracts (refer to "Intangible Assets" table below for further discussion on favorable contracts) due to a decline in the projected cash flows from the customer. | ||||||||||||||||
The long-lived asset impairment charges for LDT and CRD aggregating to $9.7 million were included in "Impairment of goodwill and long-lived assets" in the Consolidated Statements of Operations. As of December 31, 2013, the Company had $12.9 million and $99.4 million of long-lived assets remaining in its LDT and CRD asset groups, respectively. | ||||||||||||||||
2013 Impairment of Goodwill | ||||||||||||||||
During the third quarter of 2013, the Company curtailed its immersive media platform spending. The Company conducted an impairment review as a result of the change of its strategy related to the immersive media platform. As a result of this impairment review, the Company recorded a charge of $8.1 million to fully impair the goodwill related to the MTD reporting unit which was part of the Other segment. The goodwill impairment charge was reflected in "Impairment of goodwill and long-lived assets" in the Consolidated Statements of Operations. The Company estimated the fair value of the MTD reporting unit using the income approach which was determined using Level 3 fair value inputs. The discount rate used of 36% is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected cash flows. | ||||||||||||||||
In the fourth quarter of 2013, the Company performed its annual goodwill impairment analysis for the MID and CRD reporting units, which were the only reporting units with goodwill. | ||||||||||||||||
As of December 31, 2013, the fair value of the MID reporting unit, with $19.9 million of goodwill, exceeded the carrying value of its net assets by approximately 480%; the fair value of the CRD reporting unit, with $97.0 million of goodwill, exceeded the carrying value of its net assets by approximately 44%. To arrive at the cash flow projections utilized in the income approach, the Company used the reporting unit’s forecast of estimated operating results based on assumptions such as long-term revenue growth rates, costs and estimates of future anticipated changes in operating margins based on economic and market information. Key assumptions used to determine the fair value of the MID and CRD reporting units at December 31, 2013, were the revenue growth rates for the forecast period and terminal year, terminal growth rates and discount rates. Certain estimates used in the income approach involve information for new product lines with limited financial history and developing revenue models which increase the risk of differences between the projected and actual performance. The discount rate of 14% for MID and 21% for CRD is based on the reporting units’ overall risk profile relative to other guideline companies, the reporting units’ respective industry as well as the visibility of future expected cash flows. The terminal growth rate applied to determine fair value for both reporting units was 3%, which was based on historical experience as well as anticipated economic conditions, industry data and long term outlook for the business. These assumptions are inherently uncertain. | ||||||||||||||||
2012 Impairment of Long-Lived Assets | ||||||||||||||||
In August 2012, as a result of the change in business strategy for the LDT reporting unit, the Company revised its projected cash flows for LDT, triggering an interim impairment analysis of goodwill and long-lived assets. The decline in the projected cash flows for LDT resulted from a change in business strategy with less focus on the higher margin display technology licensing and an increased focus on its general lighting technologies. | ||||||||||||||||
As noted above, the Company tested for impairment its long-lived assets in LDT as of August 31, 2012. The Company determined its long-lived asset group to be its LDT reporting unit comprised primarily of finite-lived intangible assets and property, plant and equipment. | ||||||||||||||||
As a result of the interim impairment analysis, the Company concluded that its LDT asset group was not able to recover the carrying amount of its LDT assets. Determining the fair value of an asset group unit is judgmental in nature and requires the use of significant estimates and assumptions, considered to be Level 3 fair value inputs, including current replacement costs, revenue growth rates and operating margins, and discount rates, among others. Accordingly, the Company was required to make various estimates in determining the fair values of the LDT asset group. Due to the highly customized nature of the LDT manufacturing equipment, the Company primarily utilized the cost approach to estimate the fair value of its property, plant and equipment. To determine the estimated fair value of its property, plant and equipment, adjustment factors, including cost trend factors, were applied to each individual asset's original cost in order to estimate current replacement cost. The current replacement cost was then adjusted for estimated deductions to recognize the effects of deterioration and obsolescence from all causes, as well as indirect costs such as installation. Where appropriate, the Company utilized a market approach to estimate the fair value of its property, plant and equipment. This approach included the identification of market prices in actual transactions for similar assets based on asking prices for assets currently available for sale, as well as obtaining and reviewing certain direct market values based quoted prices with manufacturers and secondary market participants for similar equipment. Upon completion of this analysis, the Company recorded an impairment charge of $5.8 million and $0.6 million for building and related improvements and software in its LDT asset group, respectively. | ||||||||||||||||
The estimated fair value of the LDT intangible assets was determined based on the income approach, using Level 3 fair value inputs, as it was deemed to be the most indicative of the Company's fair value in an orderly transaction between market participants. Under the income approach the Company determined fair value based on the estimated future cash flows resulting from the licensing of the technology underlying the intangible assets. The estimated cash flows in the income approach were discounted by an estimated weighted-average cost of capital which reflects the overall level of inherent risk of the reporting unit and the rate of return an outside investor would expect to earn. Upon completion of this analysis, the Company recorded an impairment charge of $15.4 million in the third quarter of 2012 related to the LDT intangible assets. | ||||||||||||||||
Accordingly a long-lived asset impairment charge aggregating to $21.8 million was included in "Impairment of goodwill and long-lived assets" in the accompanying Consolidated Statements of Operations. | ||||||||||||||||
2012 Impairment of Goodwill | ||||||||||||||||
In addition to the annual goodwill impairment analysis, the Company performed an event-driven interim impairment analysis of goodwill as of August 31, 2012 as noted above. | ||||||||||||||||
The fair value of each of the reporting units was determined using the income approach as discussed above. One of the key assumptions used in applying the income approach includes discount rates which ranged from 20% to 35% depending on the reporting units' overall risk profile relative to other guideline companies, the reporting units' respective industry as well as the visibility of future expected cash flows. | ||||||||||||||||
Upon the completion of the goodwill impairment analysis as of August 31, 2012, the Company recorded a non-cash goodwill impairment charge of $13.7 million relating to the LDT reporting unit. The goodwill impairment charge is included in “Impairment of goodwill and long-lived assets” in the accompanying Consolidated Statements of Operations. | ||||||||||||||||
Goodwill | ||||||||||||||||
The following tables present goodwill information for each of the reportable segments for the years ended December 31, 2014 and December 31, 2013: | ||||||||||||||||
Reportable Segment: | December 31, | Addition to Goodwill | Impairment Charge of Goodwill | December 31, | ||||||||||||
2013 | 2014 | |||||||||||||||
(In thousands) | ||||||||||||||||
MID | $ | 19,905 | $ | — | $ | — | $ | 19,905 | ||||||||
CRD | 96,994 | — | — | 96,994 | ||||||||||||
Total | $ | 116,899 | $ | — | $ | — | $ | 116,899 | ||||||||
As of December 31, 2014 | ||||||||||||||||
Reportable Segment: | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | |||||||||||||
(In thousands) | ||||||||||||||||
MID | $ | 19,905 | $ | — | $ | 19,905 | ||||||||||
CRD | 96,994 | — | 96,994 | |||||||||||||
Other | 21,770 | (21,770 | ) | — | ||||||||||||
Total | $ | 138,669 | $ | (21,770 | ) | $ | 116,899 | |||||||||
Reportable Segment: | December 31, | Addition to Goodwill | Impairment Charge of Goodwill | December 31, | ||||||||||||
2012 | 2013 | |||||||||||||||
MID | $ | 19,905 | $ | — | $ | — | $ | 19,905 | ||||||||
CRD | 96,994 | — | — | 96,994 | ||||||||||||
Other | 8,070 | — | (8,070 | ) | — | |||||||||||
Total | $ | 124,969 | $ | — | $ | (8,070 | ) | $ | 116,899 | |||||||
As of December 31, 2013 | ||||||||||||||||
Reportable Segment: | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | |||||||||||||
MID | $ | 19,905 | $ | — | $ | 19,905 | ||||||||||
CRD | 96,994 | — | 96,994 | |||||||||||||
Other | 21,770 | (21,770 | ) | — | ||||||||||||
Total | $ | 138,669 | $ | (21,770 | ) | $ | 116,899 | |||||||||
Intangible Assets | ||||||||||||||||
The components of the Company’s intangible assets as of December 31, 2014 and December 31, 2013 were as follows: | ||||||||||||||||
As of December 31, 2014 | ||||||||||||||||
Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
(In thousands) | ||||||||||||||||
Existing technology | 3 to 10 years | $ | 185,321 | $ | (104,426 | ) | $ | 80,895 | ||||||||
Customer contracts and contractual relationships | 1 to 10 years | 31,093 | (22,617 | ) | 8,476 | |||||||||||
Non-compete agreements | 3 years | 300 | (300 | ) | — | |||||||||||
Total intangible assets | $ | 216,714 | $ | (127,343 | ) | $ | 89,371 | |||||||||
As of December 31, 2013 | ||||||||||||||||
Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
(In thousands) | ||||||||||||||||
Existing technology | 3 to 10 years | $ | 186,202 | $ | (80,961 | ) | $ | 105,241 | ||||||||
Customer contracts and contractual relationships | 1 to 10 years | 31,093 | (19,204 | ) | 11,889 | |||||||||||
Non-compete agreements | 3 years | 300 | (258 | ) | 42 | |||||||||||
Total intangible assets | $ | 217,595 | $ | (100,423 | ) | $ | 117,172 | |||||||||
The favorable contracts (included in customer contracts and contractual relationships) are acquired patent licensing agreements where the Company has no performance obligations. Cash received from these acquired favorable contracts reduce the favorable contract intangible asset. During 2014 and 2013, the Company received $0.9 million and $2.3 million related to the favorable contracts, respectively. As of December 31, 2014 and 2013, the net balance of the favorable contract intangible assets was $0.1 million and $1.0 million, respectively. The estimated useful life is based on expected payment dates related to the favorable contracts. The group of acquired intangible assets had an original estimated weighted average useful life of approximately 7 years from the date of acquisition. | ||||||||||||||||
As of December 31, 2013, as part of the Company's business strategy of monetizing its patent portfolio to include the sale of selected intellectual property, the Company had $2.3 million of intangible assets classified as held for sale primarily in the MID reportable segment which the Company sold in 2014. | ||||||||||||||||
In addition to the business acquisitions discussed in Note 5, "Acquisitions," the Company acquired other patents in 2013 and 2012 aggregating $2.5 million and $1.7 million, respectively. The Company did not purchase any intangible assets in 2014. | ||||||||||||||||
Amortization expense for intangible assets for the years ended December 31, 2014, 2013, and 2012 was $26.6 million, $28.9 million and $30.3 million, respectively. The estimated future amortization expense of intangible assets as of December 31, 2014 was as follows (amounts in thousands): | ||||||||||||||||
Years Ending December 31: | Amount | |||||||||||||||
2015 | $ | 25,098 | ||||||||||||||
2016 | 24,318 | |||||||||||||||
2017 | 23,709 | |||||||||||||||
2018 | 10,827 | |||||||||||||||
2019 | 1,789 | |||||||||||||||
Thereafter | 3,630 | |||||||||||||||
$ | 89,371 | |||||||||||||||
Segments_and_Major_Customers
Segments and Major Customers | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Business Segments and Major Customers | Segments and Major Customers | |||||||||||||||
Operating segments are based upon Rambus' internal organization structure, the manner in which its operations are managed, the criteria used by its Chief Operating Decision Maker ("CODM") to evaluate segment performance and availability of separate financial information regularly reviewed for resource allocation and performance assessment. | ||||||||||||||||
During the third quarter of 2014, the Company renamed its Chief Technology Office organization as the Emerging Solutions Division ("ESD"). The Company determined its CODM to be the Chief Executive Officer and determined its operating segments to be: (1) Memory and Interface Division ("MID"), which focuses on the design, development and licensing of technology that is related to memory and interfaces; (2) CRD, which focuses on the design, development and licensing of technologies for chip and system security and anti-counterfeiting; (3) ESD, which includes the computational sensing and imaging group along with the development efforts in the area of emerging technologies; and (4) LDT, which focuses on the design, development and licensing of technologies for lighting. | ||||||||||||||||
For the year ended December 31, 2014, MID and CRD were considered reportable segments as they met the quantitative thresholds for disclosure as reportable segments. The results of the remaining operating segments are shown under “Other”. Additionally, some employees moved departments during 2014 causing a change in the prior period reportable segment financial results. The presentation of the 2013 and 2012 segment data has been updated accordingly to conform with the 2014 segment presentation. | ||||||||||||||||
The Company evaluates the performance of its segments based on segment operating income (loss), which is defined as revenue minus segment operating expenses. Segment operating expenses are comprised of direct operating expenses. | ||||||||||||||||
Segment operating expenses do not include sales, general and administrative expenses and the allocation of certain expenses managed at the corporate level, such as stock-based compensation, amortization, and certain bonus and acquisition costs. The “Reconciling Items” category includes these unallocated sales, general and administrative expenses as well as corporate level expenses. The presentation of the 2013 and 2012 segment data has been updated accordingly to conform with the 2014 segment operating income (loss) definition. | ||||||||||||||||
The tables below present reported segment operating income (loss) for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||||
MID | CRD | Other | Total | |||||||||||||
(In thousands) | ||||||||||||||||
Revenues | $ | 226,303 | $ | 49,330 | $ | 20,925 | $ | 296,558 | ||||||||
Segment operating expenses | 40,816 | 27,608 | 34,106 | 102,530 | ||||||||||||
Segment operating income (loss) | $ | 185,487 | $ | 21,722 | $ | (13,181 | ) | $ | 194,028 | |||||||
Reconciling items | (118,682 | ) | ||||||||||||||
Operating income | $ | 75,346 | ||||||||||||||
Interest and other income (expense), net | (25,096 | ) | ||||||||||||||
Income before income taxes | $ | 50,250 | ||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||
MID | CRD | Other | Total | |||||||||||||
(In thousands) | ||||||||||||||||
Revenues | $ | 232,040 | $ | 32,625 | $ | 6,836 | $ | 271,501 | ||||||||
Segment operating expense | 34,823 | 20,322 | 42,306 | 97,451 | ||||||||||||
Segment operating income (loss) | $ | 197,217 | $ | 12,303 | $ | (35,470 | ) | $ | 174,050 | |||||||
Reconciling items | (151,586 | ) | ||||||||||||||
Operating income | $ | 22,464 | ||||||||||||||
Interest and other income (expense) , net | (34,481 | ) | ||||||||||||||
Loss before income taxes | $ | (12,017 | ) | |||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||
MID | CRD | Other | Total | |||||||||||||
(In thousands) | ||||||||||||||||
Revenues | $ | 215,047 | $ | 17,808 | $ | 1,196 | $ | 234,051 | ||||||||
Segment operating expenses | 39,537 | 11,418 | 43,052 | 94,007 | ||||||||||||
Segment operating income (loss) | $ | 175,510 | $ | 6,390 | $ | (41,856 | ) | $ | 140,044 | |||||||
Reconciling items | (230,478 | ) | ||||||||||||||
Operating loss | $ | (90,434 | ) | |||||||||||||
Interest and other income (expense) , net | (27,451 | ) | ||||||||||||||
Loss before income taxes | $ | (117,885 | ) | |||||||||||||
The Company’s CODM does not review information regarding assets on an operating segment basis. Additionally, the Company does not record intersegment revenue or expense. | ||||||||||||||||
Accounts receivable from the Company's major customers representing 10% or more of total accounts receivable at December 31, 2014 and December 31, 2013, respectively, was as follows: | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
Customer | 2014 | 2013 | ||||||||||||||
Customer 1 (MID reportable segment) | 33% | * | ||||||||||||||
Customer 2 (Other segment) | 50% | 73% | ||||||||||||||
_________________________________________ | ||||||||||||||||
* Customer accounted for less than 10% of total accounts receivable in the period | ||||||||||||||||
Revenue from the Company’s major customers representing 10% or more of total revenue for the years ended December 31, 2014, 2013 and 2012 were as follows: | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Customer A (MID and CRD reportable segments) | 20 | % | 33 | % | 38 | % | ||||||||||
Customer B (MID reportable segment) | 16 | % | * | * | ||||||||||||
Customer C (MID reportable segment) | 13 | % | * | * | ||||||||||||
_________________________________________ | ||||||||||||||||
* Customer accounted for less than 10% of total revenue in the period | ||||||||||||||||
Revenue from customers in the geographic regions based on the location of contracting parties is as follows: | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
(In thousands) | ||||||||||||||||
South Korea | $ | 107,441 | $ | 112,806 | $ | 88,971 | ||||||||||
USA | 109,060 | 80,652 | 63,398 | |||||||||||||
Japan | 30,454 | 51,156 | 63,686 | |||||||||||||
Europe | 21,349 | 15,985 | 5,236 | |||||||||||||
Canada | 7,119 | 7,896 | 7,759 | |||||||||||||
Asia-Other | 21,135 | 3,006 | 5,001 | |||||||||||||
Total | $ | 296,558 | $ | 271,501 | $ | 234,051 | ||||||||||
At December 31, 2014, of the $64.0 million of total property, plant and equipment, approximately $63.0 million were located in the United States, $0.9 million were located in India and $0.1 million were located in other foreign locations. At December 31, 2013, of the $72.6 million of total property, plant and equipment, approximately $71.8 million were located in the United States, $0.7 million were located in India and $0.1 million were located in other foreign locations. |
Marketable_Securities
Marketable Securities | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Available-for-sale Securities [Abstract] | |||||||||||||||||||
Marketable Securities | Marketable Securities | ||||||||||||||||||
Rambus invests its excess cash and cash equivalents primarily in U.S. government sponsored obligations, commercial paper, corporate notes and bonds, money market funds and municipal notes and bonds that mature within three years. As of December 31, 2014 and 2013, all of the Company’s cash equivalents and marketable securities have a remaining maturity of less than one year. | |||||||||||||||||||
All cash equivalents and marketable securities are classified as available-for-sale. Total cash, cash equivalents and marketable securities are summarized as follows: | |||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||
(Dollars in thousands) | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Weighted Rate of Return | ||||||||||||||
Money market funds | $ | 124,938 | $ | 124,938 | $ | — | $ | — | 0.01 | % | |||||||||
Corporate notes, bonds and commercial paper | 145,983 | 146,096 | 1 | -114 | 0.25 | % | |||||||||||||
Total cash equivalents and marketable securities | 270,921 | 271,034 | 1 | -114 | |||||||||||||||
Cash | 29,188 | 29,188 | — | — | |||||||||||||||
Total cash, cash equivalents and marketable securities | $ | 300,109 | $ | 300,222 | $ | 1 | $ | (114 | ) | ||||||||||
As of December 31, 2013 | |||||||||||||||||||
(Dollars in thousands) | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Weighted Rate of Return | ||||||||||||||
Money market funds | $ | 300,605 | $ | 300,605 | $ | — | $ | — | 0.01 | % | |||||||||
Corporate notes, bonds and commercial paper | 58,492 | 58,507 | — | (15 | ) | 0.15 | % | ||||||||||||
Total cash equivalents and marketable securities | 359,097 | 359,112 | — | (15 | ) | ||||||||||||||
Cash | 28,565 | 28,565 | — | — | |||||||||||||||
Total cash, cash equivalents and marketable securities | $ | 387,662 | $ | 387,677 | $ | — | $ | (15 | ) | ||||||||||
Available-for-sale securities are reported at fair value on the balance sheets and classified as follows: | |||||||||||||||||||
As of | |||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||
Cash equivalents | $ | 124,938 | $ | 310,131 | |||||||||||||||
Short term marketable securities | 145,983 | 48,966 | |||||||||||||||||
Total cash equivalents and marketable securities | 270,921 | 359,097 | |||||||||||||||||
Cash | 29,188 | 28,565 | |||||||||||||||||
Total cash, cash equivalents and marketable securities | $ | 300,109 | $ | 387,662 | |||||||||||||||
The Company continues to invest in highly rated quality, highly liquid debt securities. As of December 31, 2014, these securities have a remaining maturity of less than one year. The Company holds all of its marketable securities as available-for-sale, marks them to market, and regularly reviews its portfolio to ensure adherence to its investment policy and to monitor individual investments for risk analysis, proper valuation, and unrealized losses that may be other than temporary. | |||||||||||||||||||
The estimated fair value of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position at December 31, 2014 and 2013 are as follows: | |||||||||||||||||||
Fair Value | Gross Unrealized Loss | ||||||||||||||||||
December 31, | December 31, | December 31, | December 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||
(In thousands) | |||||||||||||||||||
Less than one year | |||||||||||||||||||
Corporate notes, bonds and commercial paper | $ | 139,989 | $ | 53,491 | $ | (114 | ) | $ | (15 | ) | |||||||||
The gross unrealized loss at December 31, 2014 and 2013 was not material in relation to the Company’s total available-for-sale portfolio. The gross unrealized loss can be primarily attributed to a combination of market conditions as well as the demand for and duration of the corporate notes and bonds. The Company has no intent to sell, there is no requirement to sell and the Company believes that it can recover the amortized cost of these investments. The Company has found no evidence of impairment due to credit losses in its portfolio. Therefore, these unrealized losses were recorded in other comprehensive income (loss). However, the Company cannot provide any assurance that its portfolio of cash, cash equivalents and marketable securities will not be impacted by adverse conditions in the financial markets, which may require the Company in the future to record an impairment charge for credit losses which could adversely impact its financial results. | |||||||||||||||||||
See Note 9, “Fair Value of Financial Instruments,” for discussion regarding the fair value of the Company’s cash equivalents and marketable securities. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||||||||||||||||||||||
The fair value measurement statement defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. | ||||||||||||||||||||||||
The Company’s financial instruments are measured and recorded at fair value, except for cost method investments and convertible notes. The Company’s non-financial assets, such as goodwill, intangible assets, and property, plant and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. | ||||||||||||||||||||||||
Fair Value Hierarchy | ||||||||||||||||||||||||
The fair value measurement statement requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurement be classified and disclosed in one of the following three categories: | ||||||||||||||||||||||||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||||||||||||||||||||||||
The Company uses unadjusted quotes to determine fair value. The financial assets in Level 1 include money market funds. | ||||||||||||||||||||||||
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||||||||||||||||
The Company uses observable pricing inputs including benchmark yields, reported trades, and broker/dealer quotes. The financial assets in Level 2 include U.S. government bonds and notes, corporate notes, commercial paper and municipal bonds and notes. | ||||||||||||||||||||||||
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). | ||||||||||||||||||||||||
The financial assets in Level 3 include a cost investment whose value is determined using inputs that are both unobservable and significant to the fair value measurements. | ||||||||||||||||||||||||
The Company reviews the pricing inputs by obtaining prices from a different source for the same security on a sample of its portfolio. The Company has not adjusted the pricing inputs it has obtained. The following table presents the financial instruments that are carried at fair value and summarizes the valuation of its cash equivalents and marketable securities by the above pricing levels as of December 31, 2014 and 2013: | ||||||||||||||||||||||||
As of December 31, 2014 | ||||||||||||||||||||||||
Total | Quoted Market Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Money market funds | $ | 124,938 | $ | 124,938 | $ | — | $ | — | ||||||||||||||||
Corporate notes, bonds and commercial paper | 145,983 | — | 145,983 | — | ||||||||||||||||||||
Total available-for-sale securities | $ | 270,921 | $ | 124,938 | $ | 145,983 | $ | — | ||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||
Total | Quoted Market Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Money market funds | $ | 300,605 | $ | 300,605 | $ | — | $ | — | ||||||||||||||||
Corporate notes, bonds and commercial paper | 58,492 | — | 58,492 | — | ||||||||||||||||||||
Total available-for-sale securities | $ | 359,097 | $ | 300,605 | $ | 58,492 | $ | — | ||||||||||||||||
The Company monitors its investments for other-than-temporary impairment and records appropriate reductions in carrying value when necessary. The Company monitors its investments for other-than-temporary losses by considering current factors, including the economic environment, market conditions, operational performance and other specific factors relating to the business underlying the investment, reductions in carrying values when necessary and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in the market. Any other-than-temporary loss is reported under “Interest and other income (expense), net” in the consolidated statement of operations. For the years ended December 31, 2014 and 2013, the Company recorded impairment charges related to its non-marketable equity security of a private company as described below. | ||||||||||||||||||||||||
The Company made an investment of $2.0 million in a non-marketable equity security of a private company during 2009. Prior to the second quarter of 2013, the Company had not recorded any impairment charges related to this investment as there had been no events that caused a decrease in its fair value below the carrying cost. During the years ended December 31, 2014 and 2013, as part of its periodic evaluation of the fair value of the investment in the non-marketable equity security, and based on the information provided by the private company at that time, the Company determined that there was a decrease in the security's fair value. The fair value of the non-marketable equity security was determined based on an income approach, using level 3 fair value inputs, as it was deemed to be the most indicative of the security's fair value. Accordingly, the Company recorded impairment charges of $0.6 million and $1.4 million within interest income and other income (expense), net, in the consolidated statements of operations during 2014 and 2013, respectively. | ||||||||||||||||||||||||
The following table presents the financial instruments that are measured and carried at cost on a nonrecurring basis as of December 31, 2014 and 2013: | ||||||||||||||||||||||||
As of December 31, 2014 | ||||||||||||||||||||||||
(in thousands) | Carrying Value | Quoted | Significant | Significant | Impairment charges for the year ended December 31, 2014 | |||||||||||||||||||
market | other | unobservable | ||||||||||||||||||||||
prices in | observable | inputs | ||||||||||||||||||||||
active | inputs | (Level 3) | ||||||||||||||||||||||
markets | (Level 2) | |||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||
Investment in non-marketable security | $ | — | $ | — | $ | — | $ | — | $ | 600 | ||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||
(in thousands) | Carrying | Quoted | Significant | Significant | Impairment charges for the year ended December 31, 2013 | |||||||||||||||||||
Value | market | other | unobservable | |||||||||||||||||||||
prices in | observable | inputs | ||||||||||||||||||||||
active | inputs | (Level 3) | ||||||||||||||||||||||
markets | (Level 2) | |||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||
Investment in non-marketable security | $ | 600 | $ | — | $ | — | $ | 600 | $ | 1,400 | ||||||||||||||
In 2014 and 2013, there were no transfers of financial instruments between different categories of fair value. | ||||||||||||||||||||||||
The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2014 and 2013: | ||||||||||||||||||||||||
As of December 31, 2014 | As of December 31, 2013 | |||||||||||||||||||||||
(in thousands) | Face | Carrying Value | Fair | Face | Carrying Value | Fair | ||||||||||||||||||
Value | Value | Value | Value | |||||||||||||||||||||
5% Convertible Senior Notes due 2014 | $ | — | $ | — | $ | — | $ | 172,500 | $ | 164,047 | $ | 175,821 | ||||||||||||
1.125% Convertible Senior Notes due 2018 | 138,000 | 115,089 | 159,293 | 138,000 | 109,629 | 142,427 | ||||||||||||||||||
The fair value of the convertible notes at each balance sheet date is determined based on recent quoted market prices for these notes which is a level 2 measurement. As discussed in Note 11, “Convertible Notes,” as of December 31, 2014, the convertible notes are carried at their face value of $138.0 million, less any unamortized debt discount. The carrying value of other financial instruments, including accounts receivable, accounts payable and other payables, approximates fair value due to their short maturities. | ||||||||||||||||||||||||
Information regarding the Company's goodwill and long-lived assets balances are disclosed in Note 6, "Intangible Assets and Goodwill". |
Balance_Sheet_Details
Balance Sheet Details | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||
Balance Sheet Details | Balance Sheet Details | |||||||
Property, Plant and Equipment, net | ||||||||
Property, plant and equipment, net is comprised of the following: | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Building | $ | 40,320 | $ | 40,320 | ||||
Computer software | 21,412 | 22,068 | ||||||
Computer equipment | 27,744 | 29,869 | ||||||
Furniture and fixtures | 13,464 | 12,360 | ||||||
Leasehold improvements | 7,052 | 7,024 | ||||||
Machinery | 11,699 | 11,533 | ||||||
Construction in progress | 425 | 282 | ||||||
122,116 | 123,456 | |||||||
Less accumulated depreciation and amortization | (58,093 | ) | (50,814 | ) | ||||
$ | 64,023 | $ | 72,642 | |||||
As a result of the impairment analysis in the fourth quarter of 2013, the Company concluded that its LDT asset group was not able to recover the carrying amount of its LDT assets. Upon completion of this analysis, the Company recorded an impairment charge of $3.5 million, $0.5 million and $0.2 million primarily for building improvements, machinery and equipment, and software in its LDT asset group, respectively, which have been netted from the gross carrying amount and accumulated depreciation. As a result of the interim impairment analysis in the third quarter of 2012, the Company concluded that its LDT asset group was not able to recover the carrying amount of its LDT assets. Upon completion of this analysis, the Company recorded an impairment charge of $5.8 million and $0.6 million for building improvements and software in its LDT asset group, respectively, which have been netted from the gross carrying amount and accumulated depreciation. See Note 6, "Intangible Assets and Goodwill" for additional details. | ||||||||
As the Company undertook a series of structural improvements to ready the Sunnyvale and Brecksville facilities for its use and retained sufficient continuing involvement to preclude de-recognition of the buildings under the FASB authoritative guidance applicable to sale leaseback for real estate, the Company accounts for the buildings as owned real estate. On January 31, 2013, the Company entered into a third amendment to the Sunnyvale lease to surrender the 31,000 square-foot space from the first amendment back to the landlord and recorded a total charge of $2.0 million related to the surrender of the 31,000 square-foot space. | ||||||||
As of December 31, 2014 and 2013, for the Sunnyvale and Brecksville facilities, the Company had capitalized $40.3 million in building based on the estimated fair value of the portion of the unfinished spaces, capitalized interest on the unfinished spaces and construction costs related to the build-out of the facilities. See Note 12, "Commitments and Contingencies" for additional details. | ||||||||
Depreciation expense for the years ended December 31, 2014, 2013 and 2012 was $13.6 million, $15.5 million and $13.2 million, respectively. | ||||||||
Accumulated Other Comprehensive Loss | ||||||||
Accumulated other comprehensive loss is comprised of the following: | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Foreign currency translation adjustments, net of tax | $ | 86 | $ | 86 | ||||
Unrealized loss on available-for-sale securities, net of tax | (488 | ) | (391 | ) | ||||
Total | $ | (402 | ) | $ | (305 | ) |
Convertible_Notes
Convertible Notes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Convertible Notes | Convertible Notes | |||||||||||
The Company’s convertible notes are shown in the following table. | ||||||||||||
(Dollars in thousands) | As of December 31, 2014 | As of December 31, 2013 | ||||||||||
1.125% Convertible Senior Notes due 2018 | $ | 138,000 | $ | 138,000 | ||||||||
5% Convertible Senior Notes due 2014 | — | 172,500 | ||||||||||
Total principal amount of convertible notes | 138,000 | 310,500 | ||||||||||
Unamortized discount - 2018 Notes | (22,911 | ) | (28,371 | ) | ||||||||
Unamortized discount - 2014 Notes | — | (8,453 | ) | |||||||||
Total unamortized discount | $ | (22,911 | ) | $ | (36,824 | ) | ||||||
Total convertible notes | $ | 115,089 | $ | 273,676 | ||||||||
Less current portion | — | 164,047 | ||||||||||
Total long-term convertible notes | $ | 115,089 | $ | 109,629 | ||||||||
During the second quarter of 2013, the 2014 Notes were reclassified from a long-term liability to a short-term liability as they were due on June 15, 2014. | ||||||||||||
1.125% Convertible Senior Notes due 2018. On August 16, 2013, the Company issued $138.0 million aggregate principal amount of 1.125% convertible senior notes pursuant to an indenture (the "Indenture") by and between the Company and U.S. Bank, National Association as the trustee. The 2018 Notes will mature on August 15, 2018 (the "Maturity Date"), subject to earlier repurchase or conversion. In accounting for the 2018 Notes at issuance, the Company separated the 2018 Notes into liability and equity components pursuant to the accounting standards for convertible debt instruments that may be fully or partially settled in cash upon conversion. As of the date of issuance, the Company determined that the liability component of the 2018 Notes was $107.7 million and the equity component of the 2018 Notes was $30.3 million. The fair value of the liability component was estimated using an interest rate for a similar instrument without a conversion feature. The unamortized discount related to the 2018 Notes is being amortized to interest expense using the effective interest method over five years through August 2018. | ||||||||||||
The Company will pay cash interest at an annual rate of 1.125% of the principal amount at issuance, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2014. The Company incurred transaction costs of approximately $3.6 million related to the issuance of 2018 Notes. In accounting for these costs, the Company allocated the costs to the liability and equity components in proportion to the allocation of proceeds from the issuance of the 2018 Notes to such components. Transaction costs allocated to the liability component of $2.8 million were recorded as deferred offering costs in other assets and are being amortized to interest expense using the effective interest method over five years (the expected term of the debt). The transaction costs allocated to the equity component of $0.8 million were recorded as additional paid-in capital. The 2018 Notes are the Company's general unsecured obligations, ranking equally in right of payment to all of Rambus’ existing and future senior unsecured indebtedness, including the 2014 Notes, and senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated to the 2018 Notes. | ||||||||||||
The 2018 Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 82.8329 shares of common stock per $1,000 principal amount of 2018 Notes, subject to adjustment in certain events. This is equivalent to an initial conversion price of approximately $12.07 per share of common stock. Holders may surrender their 2018 Notes for conversion prior to the close of business day immediately preceding May 15, 2018 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2013 (and only during such calendar quarter), if the closing sale price of the common stock for 20 days or more trading days (whether or not consecutive) during a period of 30 days consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 130% of the conversion price per share of common stock on the last trading day of the preceding calendar quarter; (2) during the five business day period after any five consecutive trading day period (the ‘‘measurement period’’) in which the trading price (as defined below) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the closing sale price of the Company's common stock and the conversion rate on each such trading day; (3) upon the occurrence of specified distributions to holders of the Company's common stock; or (4) upon the occurrence of specified corporate events. On or after May 15, 2018 until the close of business on the second scheduled trading day immediately preceding the Maturity Date, holders may convert their notes at any time, regardless of the foregoing circumstances. If a holder elects to convert its 2018 Notes in connection with certain fundamental changes, as that term is defined in the Indenture, that occur prior to the Maturity Date, the Company will, in certain circumstances, increase the conversion rate for 2018 Notes converted in connection with such fundamental changes by a specified number of shares of common stock. | ||||||||||||
Upon conversion of the 2018 Notes, the Company will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the notes being converted, as specified in the Indenture. | ||||||||||||
The Company may not redeem the 2018 Notes at its option prior to the Maturity Date, and no sinking fund is provided for the 2018 Notes. | ||||||||||||
Upon the occurrence of a fundamental change, holders may require the Company to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. | ||||||||||||
The following events are considered events of default under the Indenture which may result in the acceleration of the maturity of the 2018 Notes: | ||||||||||||
(1) default in the payment when due of any principal of any of the notes at maturity, upon redemption or upon exercise of a repurchase right or otherwise; | ||||||||||||
(2) default in the payment of any interest, including additional interest, if any, on any of the notes, when the interest becomes due and payable, and continuance of such default for a period of 30 days; | ||||||||||||
(3) the Company's failure to deliver cash or cash and shares of the Company's common stock (including any additional shares deliverable as a result of a conversion in connection with a make-whole fundamental change, as defined in the Indenture) when required by the Indenture; | ||||||||||||
(4) default in the Company's obligation to provide notice of the occurrence of a fundamental change, make-whole fundamental change or distribution to holders of the Company's common stock when required by the Indenture; | ||||||||||||
(5) the Company's failure to comply with any of the Company's other agreements in the notes or the Indenture (other than those referred to in clauses (1) through (4) above) for 60 days after the Company's receipt of written notice to the Company of such default from the trustee or to the Company and the trustee of such default from holders of not less than 25% in aggregate principal amount of the 2018 Notes then outstanding; | ||||||||||||
(6) the Company's failure to pay when due the principal of, or acceleration of, any indebtedness for money borrowed by the Company or any of the Company's material subsidiaries in excess of $40 million principal amount, if such indebtedness is not discharged, or such acceleration is not annulled, for a period of 30 days after written notice thereof is delivered to the Company by the trustee or to the Company and the trustee by the holders of 25% or more in aggregate principal amount of the notes then outstanding without such failure to pay having been cured or waived, such acceleration having been rescinded or annulled (if applicable) and such indebtedness not having been paid or discharged; and | ||||||||||||
(7) certain events of bankruptcy, insolvency or reorganization relating to the Company or any of the Company's material subsidiaries (as defined in the Indenture). | ||||||||||||
If an event of default, other than an event of default described in clause (7) above with respect to the Company, occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding may declare the principal amount of, and accrued and unpaid interest, including additional interest, if any, on the notes then outstanding to be immediately due and payable. If an event of default described in clause (7) above occurs with respect to the Company, the principal amount of and accrued and unpaid interest, including additional interest, if any, on the notes will automatically become immediately due and payable. | ||||||||||||
5% Convertible Senior Notes due 2014. On June 29, 2009, the Company issued $150.0 million aggregate principal amount of 5% convertible senior notes due June 15, 2014. As of the date of issuance, the Company determined that the liability component of the 2014 Notes was approximately $92.4 million and the equity component was approximately $57.6 million. On July 10, 2009, an additional $22.5 million of the 2014 Notes were issued as a result of the underwriters exercising their overallotment option. As of the date of issuance of the $22.5 million 2014 Notes, the Company determined that the liability component was approximately $14.3 million, and the equity component was approximately $8.2 million. The unamortized discount related to the 2014 Notes was being amortized to interest expense using the effective interest method over five years through June 2014. | ||||||||||||
The Company paid cash interest at an annual rate of 5% of the principal amount at issuance, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2009. During 2014, the Company paid approximately $4.3 million of interest related to the 2014 Notes. During 2013 and 2012, the Company paid approximately $8.6 million of interest related to the 2014 Notes in each year. Issuance costs were approximately $5.1 million of which $3.2 million is related to the liability portion, which is being amortized to interest expense over five years (the expected term of the debt), and $1.9 million is related to the equity portion. The 2014 Notes were the Company’s general unsecured obligation, ranking equal in right of payment to all of the Company’s existing and future senior indebtedness and were senior in right of payment to any of the Company’s future indebtedness that was expressly subordinated to the 2014 Notes. | ||||||||||||
The 2014 Notes were convertible into shares of the Company’s Common Stock at an initial conversion rate of 51.8 shares of Common Stock per $1,000 principal amount of 2014 Notes. This was equivalent to an initial conversion price of approximately $19.31 per share of common stock. Holders could have surrendered their 2014 Notes for conversion prior to March 15, 2014 only under the following circumstances: (i) during any calendar quarter beginning after the calendar quarter ending September 30, 2009, and only during such calendar quarter, if the closing sale price of the Common Stock for 20 days or more trading days in the period of 30 days consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeded 130% of the conversion price in effect on the last trading day of the immediately preceding calendar quarter, (ii) during the five business day period after any 10 days consecutive trading day period in which the trading price per $1,000 principal amount of 2014 Notes for each trading day of such 10 days consecutive trading day period was less than 98% of the product of the closing sale price of the Common Stock for such trading day and the applicable conversion rate, (iii) upon the occurrence of specified distributions to holders of the Common Stock, (iv) upon a fundamental change of the Company as specified in the Indenture governing the 2014 Notes, or (v) if the Company calls any or all of the 2014 Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date. On and after March 15, 2014, holders may convert their 2014 Notes at any time until the close of business on the third business day prior to the maturity date, regardless of the foregoing circumstances. | ||||||||||||
Upon conversion of the 2014 Notes, the Company would have paid (i) cash equal to the lesser of the aggregate principal amount and the conversion value of the 2014 Notes and (ii) shares of the Company’s Common Stock for the remainder, if any, of the Company’s conversion obligation, in each case based on a daily conversion value calculated on a proportionate basis for each trading day in the 20 days trading day conversion reference period as further specified in the Indenture. | ||||||||||||
The Company was not able to redeem the 2014 Notes at its option prior to June 15, 2012. At any time on or after June 15, 2012, the Company had the right, at its option, to redeem the 2014 Notes in whole or in part for cash in an amount equal to 100% of the principal amount of the 2014 Notes to be redeemed, together with accrued and unpaid interest, if any, if the closing sale price of the Common Stock for at least 20 days of the 30 days consecutive trading days immediately prior to any date the Company gives a notice of redemption was greater than 130% of the conversion price on the date of such notice. | ||||||||||||
Upon the occurrence of a fundamental change, holders could have required the Company to repurchase some or all of their 2014 Notes for cash at a price equal to 100% of the principal amount of the 2014 Notes being repurchased, plus accrued and unpaid interest, if any. In addition, upon the occurrence of certain fundamental changes, as that term is defined in the Indenture, the Company would have, in certain circumstances, increased the conversion rate for the 2014 Notes converted in connection with such fundamental changes by a specified number of shares of Common Stock, not to exceed 15.5401 per $1,000 principal amount of the 2014 Notes. | ||||||||||||
The following events were considered “Events of Default” under the Indenture which would have resulted in the acceleration of the maturity of the 2014 Notes: | ||||||||||||
-1 | default in the payment when due of any principal of any of the 2014 Notes at maturity, upon redemption or upon exercise of a repurchase right or otherwise; | |||||||||||
-2 | default in the payment of any interest, including additional interest, if any, on any of the 2014 Notes, when the interest becomes due and payable, and continuance of such default for a period of 30 days; | |||||||||||
-3 | the Company’s failure to deliver cash or cash and shares of Common Stock (including any additional shares deliverable as a result of a conversion in connection with a make-whole fundamental change) when required to be delivered upon the conversion of any 2014 Note; | |||||||||||
-4 | default in the Company’s obligation to provide notice of the occurrence of a fundamental change when required by the Indenture; | |||||||||||
-5 | the Company’s failure to comply with any of its other agreements in the 2014 Notes or the Indenture (other than those referred to in clauses (1) through (4) above) for 60 days after the Company’s receipt of written notice to the Company of such default from the trustee or to the Company and the trustee of such default from holders of not less than 25% in aggregate principal amount of the 2014 Notes then outstanding; | |||||||||||
-6 | the Company’s failure to pay when due the principal of, or acceleration of, any indebtedness for money borrowed by the Company or any of its subsidiaries in excess of $30 million principal amount, if such indebtedness is not discharged, or such acceleration is not annulled, by the end of a period of ten days after written notice to the Company by the trustee or to the Company and the trustee by the holders of at least 25% in aggregate principal amount of the 2014 Notes then outstanding; and | |||||||||||
-7 | certain events of bankruptcy, insolvency or reorganization relating to the Company or any of its material subsidiaries (as defined in the Indenture). | |||||||||||
If an event of default, other than an event of default in clause (7) above with respect to the Company occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the 2014 Notes then outstanding may declare the principal amount of, and accrued and unpaid interest, including additional interest, if any, on the 2014 Notes then outstanding to be immediately due and payable. If an event of default described in clause (7) above occurs with respect to the Company the principal amount of and accrued and unpaid interest, including additional interest, if any, on the 2014 Notes will automatically become immediately due and payable. | ||||||||||||
During the second quarter of 2014, the Company paid upon maturity the entire $172.5 million in aggregate principal amount of the 2014 Notes. | ||||||||||||
Additional paid-in capital at December 31, 2014 and December 31, 2013 includes $93.4 million for each year related to the equity component of the notes. | ||||||||||||
As of December 31, 2014, none of the conversion conditions were met related to the 2018 Notes. Therefore, the classification of the entire equity component for the 2018 Notes in permanent equity is appropriate as of December 31, 2014. | ||||||||||||
Interest expense related to the notes for the years ended December 31, 2014, 2013 and 2012 was as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
2018 Notes coupon interest at a rate of 1.125% | $ | 1,567 | $ | 582 | $ | — | ||||||
2018 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 5.5% | $ | 6,019 | 2,171 | — | ||||||||
2014 Notes coupon interest at a rate of 5% | 3,929 | 8,625 | 8,625 | |||||||||
2014 Notes amortization of discount at an additional effective interest rate of 11.7% | 8,744 | 17,126 | 14,695 | |||||||||
Total interest expense on convertible notes | $ | 20,259 | $ | 28,504 | $ | 23,320 | ||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies | |||||||||||||||||||||||||||
On December 15, 2009, the Company entered into a lease agreement for approximately 125,000 square feet of office space located at 1050 Enterprise Way in Sunnyvale, California commencing on July 1, 2010 and expiring on June 30, 2020. The office space is used for the Company’s corporate headquarters, as well as engineering, sales, marketing and administrative operations and activities. The annual base rent for these leases includes certain rent abatement and increases annually over the lease term. The Company has two options to extend the lease for a period of 60 months each and a one-time option to terminate the lease after 84 months in exchange for an early termination fee. Pursuant to the terms of the lease, the landlord agreed to reimburse the Company approximately $9.1 million, which was received by the year ended December 31, 2011. The Company recognized the reimbursement as an additional imputed financing obligation as such payment from the landlord is deemed to be an imputed financing obligation. On November 4, 2011, to better plan for future expansion, the Company entered into an amended lease for its Sunnyvale facility for approximately an additional 31,000-square-foot space commencing on March 1, 2012 and expiring on June 30, 2020. Additionally, a tenant improvement allowance to be provided by the landlord was approximately $1.7 million. On September 29, 2012, the Company entered into a second amended Sunnyvale lease to reduce the tenant improvement allowance to approximately $1.5 million. On January 31, 2013, the Company entered into a third amendment to the Sunnyvale lease to surrender the 31,000 square-foot space from the first amendment back to the landlord and recorded a total charge of $2.0 million related to the surrender of the amended lease. | ||||||||||||||||||||||||||||
On March 8, 2010, the Company entered into a lease agreement for approximately 25,000 square feet of office and manufacturing areas, located in Brecksville, Ohio. The office area is used for the LDT group’s engineering activities while the manufacturing area is used for the manufacture of prototypes. This lease was amended on September 29, 2011 to expand the facility to approximately 51,000 total square feet and the amended lease will expire on July 31, 2019. The Company has an option to extend the lease for a period of 60 months. | ||||||||||||||||||||||||||||
The Company undertook a series of structural improvements to ready the Sunnyvale and Brecksville facilities for its use. Since these improvements were considered structural in nature and the Company was responsible for any cost overruns, for accounting purposes, the Company was treated in substance as the owner of each construction project during the construction period. At the completion of each construction, the Company concluded that it retained sufficient continuing involvement to preclude de-recognition of the building under the FASB authoritative guidance applicable to the sale leasebacks of real estate. As such, the Company continues to account for the buildings as owned real estate and to record an imputed financing obligation for its obligations to the legal owners. | ||||||||||||||||||||||||||||
Monthly lease payments on these facilities are allocated between the land element of the lease (which is accounted for as an operating lease) and the imputed financing obligation. The imputed financing obligation is amortized using the effective interest method and the interest rate was determined in accordance with the requirements of sale leaseback accounting. For the years ended December 31, 2014, 2013 and 2012, the Company recognized in its Consolidated Statements of Operations $4.5 million, $4.4 million, and $4.1 million, respectively, of interest expense in connection with the imputed financing obligation on these facilities. At December 31, 2014 and 2013, the imputed financing obligation balance in connection with these facilities was $39.5 million and $39.7 million, respectively, which was primarily classified under long-term imputed financing obligation. | ||||||||||||||||||||||||||||
As of December 31, 2014 and 2013, the Company had capitalized $40.3 million in property, plant and equipment based on the estimated fair value of the portion of the pre-construction shell, construction costs related to the build-out of the facilities and capitalized interest during construction period. At the end of the initial lease term, should the Company decide not to renew the lease, the Company would reverse the equal amounts of the net book value of the building and the corresponding imputed financing obligation. | ||||||||||||||||||||||||||||
In November 2011, the Company entered into a lease agreement for approximately 26,000 square feet of office space in San Francisco, California to be used for CRD's office space and is treated as an operating lease. This lease has a commencement date of February 1, 2012 and a lease term of 75 months from the commencement date. The annual base rent includes certain rent abatement and increases annually over the lease term. | ||||||||||||||||||||||||||||
In connection with the June 3, 2011 acquisition of CRD, the Company was obligated to pay a retention bonus to certain CRD employees and contractors, subject to certain eligibility and acceleration provisions including the condition of employment, in three equal amounts of approximately $16.7 million. All three payments have been paid as of December 31, 2014 with the last portion paid in 2014. | ||||||||||||||||||||||||||||
On June 29, 2009, the Company entered into an Indenture with U.S. Bank, National Association, as trustee, relating to the issuance by the Company of $150.0 million aggregate principal amount of the 2014 Notes. On July 10, 2009, an additional $22.5 million in aggregate principal amount of 2014 Notes were issued as a result of the underwriters exercising their overallotment option. During the second quarter of 2014, the Company paid upon maturity the entire $172.5 million in aggregate principal amount of the 2014 Notes. The aggregate principal amount of the 2014 Notes outstanding as of December 31, 2013 was $172.5 million, offset by unamortized debt discount of $8.5 million in the accompanying consolidated balance sheet. See Note 11, “Convertible Notes,” for additional details. | ||||||||||||||||||||||||||||
On August 16, 2013, the Company entered into an Indenture with U.S. Bank, National Association, as trustee, relating to the issuance by the Company of $138.0 million aggregate principal amount of the 2018 Notes. The aggregate principal amount of the 2018 notes as of December 31, 2014 and 2013 was $138.0 million, offset by unamortized debt discount of $22.9 million and $28.4 million, respectively, in the accompanying consolidated balance sheets. The unamortized discount related to the 2018 Notes is being amortized to interest expense using the effective interest method over the remaining 44 months until maturity of the 2018 Notes on August 15, 2018. See Note 11, “Convertible Notes,” for additional details. | ||||||||||||||||||||||||||||
As of December 31, 2014, the Company’s material contractual obligations are as follows (in thousands): | ||||||||||||||||||||||||||||
Total | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | ||||||||||||||||||||||
Contractual obligations (1) | ||||||||||||||||||||||||||||
Imputed financing obligation (2) | $ | 34,387 | $ | 6,011 | $ | 6,156 | $ | 6,302 | $ | 6,447 | $ | 6,602 | $ | 2,869 | ||||||||||||||
Leases and other contractual obligations | 9,839 | 6,403 | 1,763 | 1,333 | 340 | — | — | |||||||||||||||||||||
Software licenses (3) | 7,098 | 5,350 | 1,748 | — | — | — | — | |||||||||||||||||||||
Acquisition retention bonuses (4) | 70 | 70 | — | — | — | — | ||||||||||||||||||||||
Convertible notes | 138,000 | — | — | — | 138,000 | — | — | |||||||||||||||||||||
Interest payments related to convertible notes | 6,211 | 1,553 | 1,553 | 1,553 | 1,552 | — | — | |||||||||||||||||||||
Total | $ | 195,605 | $ | 19,387 | $ | 11,220 | $ | 9,188 | $ | 146,339 | $ | 6,602 | $ | 2,869 | ||||||||||||||
______________________________________ | ||||||||||||||||||||||||||||
-1 | The above table does not reflect possible payments in connection with uncertain tax benefits of approximately $19.9 million including $17.8 million recorded as a reduction of long-term deferred tax assets and $2.1 million in long-term income taxes payable, as of December 31, 2014. As noted below in Note 17, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. | |||||||||||||||||||||||||||
-2 | With respect to the imputed financing obligation, the main components of the difference between the amount reflected in the contractual obligations table and the amount reflected on the Consolidated Balance Sheets are the interest on the imputed financing obligation and the estimated common area expenses over the future periods. The amount includes the amended Ohio lease and the amended Sunnyvale lease. | |||||||||||||||||||||||||||
-3 | The Company has commitments with various software vendors for non-cancellable agreements generally having terms longer than one year. | |||||||||||||||||||||||||||
-4 | In connection with acquisitions, the Company is obligated to pay retention bonuses to certain employees and contractors, subject to certain eligibility and acceleration provisions including the condition of employment. The last payment of CRD retention bonuses was paid in cash during 2014. | |||||||||||||||||||||||||||
Rent expense was approximately $2.6 million, $3.1 million and $4.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||||||||||||||
Indemnifications | ||||||||||||||||||||||||||||
The Company enters into standard license agreements in the ordinary course of business. Although the Company does not indemnify most of its customers, there are times when an indemnification is a necessary means of doing business. Indemnifications cover customers for losses suffered or incurred by them as a result of any patent, copyright, or other intellectual property infringement claim by any third party arising as result of the applicable agreement with the Company. The Company generally attempts to limit the maximum amount of indemnification that the Company could be required to make under these agreements, to the amount of fees received by the Company. |
Equity_Incentive_Plans_and_Sto
Equity Incentive Plans and Stock-Based Compensation | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||
Equity Incentive Plans and Stock-Based Compensation | Equity Incentive Plans and Stock-Based Compensation | ||||||||||||||
Stock Option Plans | |||||||||||||||
The Company has two stock option plans under which grants are currently outstanding: the 1997 Stock Option Plan (the “1997 Plan”) and the 2006 Equity Incentive Plan (the “2006 Plan”). Grants under all plans typically have a requisite service period of 60 months or 48 months, have straight-line or graded vesting schedules (the 1997 only) and expire not more than 10 years from date of grant. Effective with stockholder approval of the 2006 Plan in May 2006, no further awards are being made under the 1997 Plan but the plan will continue to govern awards previously granted under that plan. | |||||||||||||||
The 2006 Plan was approved by the stockholders in May 2006. The 2006 Plan, as amended, provides for the issuance of the following types of incentive awards: (i) stock options; (ii) stock appreciation rights; (iii) restricted stock; (iv) restricted stock units; (v) performance shares and performance units; and (vi) other stock or cash awards. This plan provides for the granting of awards at less than fair market value of the common stock on the date of grant, but such grants would be counted against the numerical limits of available shares at a ratio of 1.5 to 1.0. The Board of Directors reserved 8,400,000 shares in March 2006 for issuance under this plan, subject to stockholder approval. Upon stockholder approval of this Plan on May 10, 2006, the 1997 Plan was replaced and the 1999 Non-statutory Stock Option Plan (which had no grants outstanding as of December 31, 2014) was terminated. On April 30, 2009 and April 26, 2012, stockholders approved an additional 6,500,000 shares on each date for issuance under the 2006 Plan. Additionally, on April 24, 2014, stockholders approved an additional 10,000,000 shares for issuance under the 2006 Plan. Those who will be eligible for awards under the 2006 Plan include employees, directors and consultants who provide services to the Company and its affiliates. These options typically have a requisite service period of 60 months or 48 months, have straight-line vesting schedules, and expire ten years from date of grant. The Board will periodically review actual share consumption under the 2006 Plan and may make a request for additional shares as needed. | |||||||||||||||
As of December 31, 2014, 10,724,228 shares of the 31,400,000 shares approved under the 2006 Plan remain available for grant. The 2006 Plan is now the Company’s only plan for providing stock-based incentive compensation to eligible employees, directors and consultants. | |||||||||||||||
A summary of shares available for grant under the Company’s plans is as follows: | |||||||||||||||
Shares Available for Grant | |||||||||||||||
Shares available as of December 31, 2011 | 2,812,876 | ||||||||||||||
Increase in shares approved for issuance | 6,500,000 | ||||||||||||||
Stock options granted (2) | -7,789,220 | ||||||||||||||
Stock options forfeited (3) | 2,610,812 | ||||||||||||||
Stock options expired under former plans | -576,763 | ||||||||||||||
Nonvested equity stock and stock units granted (1) | -1,113,014 | ||||||||||||||
Nonvested equity stock and stock units forfeited (1) | 284,468 | ||||||||||||||
Total shares available for grant as of December 31, 2012 | 2,729,159 | ||||||||||||||
Stock options granted | -2,084,276 | ||||||||||||||
Stock options forfeited | 3,318,022 | ||||||||||||||
Stock options expired under former plans | -1,157,419 | ||||||||||||||
Nonvested equity stock and stock units granted (1) | -709,611 | ||||||||||||||
Nonvested equity stock and stock units forfeited (1) | 431,553 | ||||||||||||||
Total shares available for grant as of December 31, 2013 | 2,527,428 | ||||||||||||||
Increase in shares approved for issuance | 10,000,000 | ||||||||||||||
Stock options granted | -2,370,313 | ||||||||||||||
Stock options forfeited | 1,400,349 | ||||||||||||||
Stock options expired under former plans | -373,043 | ||||||||||||||
Nonvested equity stock and stock units granted (1) | -585,753 | ||||||||||||||
Nonvested equity stock and stock units forfeited (1) | 125,560 | ||||||||||||||
Total shares available for grant as of December 31, 2014 | 10,724,228 | ||||||||||||||
______________________________________ | |||||||||||||||
-1 | For purposes of determining the number of shares available for grant under the 2006 Plan against the maximum number of shares authorized, each restricted stock granted reduces the number of shares available for grant by 1.5 shares and each restricted stock forfeited increases shares available for grant by 1.5 shares. | ||||||||||||||
-2 | Amount includes 2,840,986 shares that were granted from the stock option exchange program (discussed below). | ||||||||||||||
-3 | Amount excludes 6,449,255 shares that were surrendered from the stock option exchange program (discussed below) as the shares are no longer available for grant. | ||||||||||||||
Stock Option Exchange Program | |||||||||||||||
On April 26, 2012, the Company launched a one-time stock option exchange program ("option exchange”) pursuant to which eligible employees were able to exchange certain outstanding stock options for a fewer number of shares having an exercise price equal to the fair market value of the Company’s common stock on June 22, 2012. The Company's named executive officers, senior vice presidents and members of its Board of Directors were not eligible to participate in the Program. Pursuant to the terms and conditions of the option exchange, the Company accepted for exchange, 6,449,255 options. All surrendered options were canceled effective as of the expiration of the option exchange, and immediately thereafter, in exchange thereof, the Company granted new options with an exercise price of $5.63 per share (representing the closing price of its common stock on June 22, 2012, as reported on the NASDAQ Global Select Market) to purchase an aggregate of 2,840,986 shares of common stock under the 2006 Plan. New options have a new contractual term of the longer of the original remaining contractual term of the surrendered options or five years, and generally will vest over a three-year period from the date of grant, with one-third of the shares vesting on the first year anniversary of the grant date and the remaining shares vesting monthly thereafter. As a result of the option exchange, the total incremental compensation cost of the new options was approximately $1.0 million. The total remaining unrecognized compensation cost related to the original options of $19.9 million and the incremental compensation cost of the new options granted of $1.0 million will be recognized over the three years requisite service period. | |||||||||||||||
General Stock Option Information | |||||||||||||||
The following table summarizes stock option activity under the stock option plans for the years ended December 31, 2014, 2013 and 2012 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of December 31, 2014. | |||||||||||||||
Options Outstanding | Weighted Average Remaining Contractual Term | ||||||||||||||
Number of Shares | Weighted Average Exercise Price per Share | Aggregate Intrinsic Value | |||||||||||||
(Dollars in thousands, except per share amounts) | |||||||||||||||
Outstanding as of December 31, 2011 | 14,587,596 | $ | 19.73 | ||||||||||||
Options granted | 7,789,220 | $ | 5.81 | ||||||||||||
Options exercised | -221,934 | $ | 4.44 | ||||||||||||
Options forfeited | -2,610,812 | $ | 10.91 | ||||||||||||
Options surrendered in stock option exchange program | -6,449,255 | $ | 21.11 | ||||||||||||
Outstanding as of December 31, 2012 | 13,094,815 | $ | 12.79 | ||||||||||||
Options granted | 2,084,276 | $ | 6.09 | ||||||||||||
Options exercised | -483,923 | $ | 6.72 | ||||||||||||
Options forfeited | -3,318,022 | $ | 14.51 | ||||||||||||
Outstanding as of December 31, 2013 | 11,377,146 | $ | 11.32 | ||||||||||||
Options granted | 2,370,313 | $ | 9.63 | ||||||||||||
Options exercised | -905,464 | $ | 6.93 | ||||||||||||
Options forfeited | -1,400,349 | $ | 16.13 | ||||||||||||
Outstanding as of December 31, 2014 | 11,441,646 | $ | 10.73 | 5.9 | $ | 35,073 | |||||||||
Vested or expected to vest at December 31, 2014 | 10,867,966 | $ | 10.86 | 5.8 | $ | 33,266 | |||||||||
Options exercisable at December 31, 2014 | 6,306,425 | $ | 13.41 | 4.1 | $ | 14,970 | |||||||||
During the years ended December 31, 2014 and 2013, no stock options that contain a market condition were granted. During the year ended December 31, 2012, 1,795,000 stock options that contain a market condition were granted. These options vest in three years if specified stock prices are achieved. As of both December 31, 2014 and 2013, there were 1,315,000 stock options outstanding that require the Company to achieve minimum market conditions in order for the options to become exercisable. The fair values of the options granted with a market condition were calculated using a binomial valuation model, which estimates the potential outcome of reaching the market condition based on simulated future stock prices. | |||||||||||||||
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value for in-the-money options at December 31, 2014, based on the $11.09 closing stock price of Rambus’ Common Stock on December 31, 2014 on the NASDAQ Global Select Market, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options outstanding and exercisable as of December 31, 2014 was 7,824,175 and 3,351,309, respectively. | |||||||||||||||
The following table summarizes the information about stock options outstanding and exercisable as of December 31, 2014: | |||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||
Range of Exercise Prices | Number Outstanding | Weighted Average Remaining | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | ||||||||||
Contractual Life (in years) | |||||||||||||||
$4.13 – $5.39 | 965,606 | 7.6 | $ | 4.39 | 111,457 | $ | 4.81 | ||||||||
$5.46 – $5.46 | 1,146,916 | 8 | $ | 5.46 | 488,272 | $ | 5.46 | ||||||||
$5.49 – $5.49 | 35,932 | 8.2 | $ | 5.49 | 14,341 | $ | 5.49 | ||||||||
$5.63 – $5.63 | 1,229,750 | 4.3 | $ | 5.63 | 988,752 | $ | 5.63 | ||||||||
$5.76– $5.76 | 1,244,879 | 7.5 | $ | 5.76 | 384,739 | $ | 5.76 | ||||||||
$6.39– $8.55 | 1,298,963 | 6.1 | $ | 7.72 | 972,139 | $ | 7.83 | ||||||||
$8.73 – $8.73 | 74,428 | 8.8 | $ | 8.73 | 15,982 | $ | 8.73 | ||||||||
$8.76 – $8.76 | 1,564,545 | 9.1 | $ | 8.76 | 286,198 | $ | 8.76 | ||||||||
$8.91 – $14.75 | 1,185,737 | 7 | $ | 12.02 | 428,013 | $ | 12.64 | ||||||||
$14.86 – $40.80 | 2,694,890 | 1.9 | $ | 22 | 2,616,532 | $ | 22.11 | ||||||||
$4.13 – $40.80 | 11,441,646 | 5.9 | $ | 10.73 | 6,306,425 | $ | 13.41 | ||||||||
Employee Stock Purchase Plans | |||||||||||||||
During the three year period ended December 31, 2014, the Company had one employee stock purchase plan, the 2006 Employee Stock Purchase Plan. | |||||||||||||||
In March 2006, the Company adopted the 2006 Employee Stock Purchase Plan, as amended (the “2006 Purchase Plan” or "ESPP") and reserved 1,600,000 shares, subject to stockholder approval which was received on May 10, 2006. On April 26, 2012, an additional 1,500,000 shares were approved by stockholders. On September 27, 2013, the Company filed a Registration Statement on Form S-8, registering 1,500,000 additional shares under the ESPP in connection with the commencement of the next subscription period under the ESPP. On April 24, 2014, the Company held its 2014 Annual Meeting of Stockholders where an amendment to the ESPP to increase the number of shares of common stock reserved for issuance under the ESPP by 1,500,000 shares was approved. Employees generally will be eligible to participate in this plan if they are employed by Rambus for more than 20 hours per week and more than five months in a fiscal year. The 2006 Purchase Plan provides for six month offering periods, with a new offering period commencing on the first trading day on or after May 1 and November 1 of each year. Under this plan, employees may purchase stock at the lower of 85% of the beginning of the offering period (the enrollment date), or the end of each offering period (the purchase date). Employees generally may not purchase more than the number of shares having a value greater than $25,000 in any calendar year, as measured at the purchase date. | |||||||||||||||
The Company issued 596,188 shares at a weighted average price of $8.25 per share during the year ended December 31, 2014. The Company issued 1,063,283 shares at a weighted average price of $4.87 per share during the year ended December 31, 2013. The Company issued 731,449 shares at a weighted average price of $4.21 per share during the year ended December 31, 2012. As of December 31, 2014, 923,044 shares under the ESPP remain available for issuance. | |||||||||||||||
Stock-Based Compensation | |||||||||||||||
Stock Options | |||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, Rambus granted 2,370,313, 2,084,276 and 7,789,220 (including options granted in the stock option exchange program and options granted that contain a market condition) stock options, respectively, with an estimated total grant-date fair value of $10.1 million, $5.4 million and $32.7 million, respectively. During the years ended December 31, 2014, 2013 and 2012, Rambus recorded stock-based compensation related to stock options of $9.3 million, $10.4 million and $15.0 million, respectively. | |||||||||||||||
As of December 31, 2014, there was $13.6 million of total unrecognized compensation cost, net of expected forfeitures, related to unvested stock-based compensation arrangements granted under the stock option plans. This cost is expected to be recognized over a weighted-average period of 2.0 years. The total fair value of options vested for the years ended December 31, 2014, 2013 and 2012 was $55.3 million, $64.3 million and $80.0 million, respectively. | |||||||||||||||
The total intrinsic value of options exercised was $4.4 million, $1.3 million and $0.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. Intrinsic value is the total value of exercised shares based on the price of the Company’s Common Stock at the time of exercise less the proceeds received from the employees to exercise the options. | |||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, proceeds from employee stock option exercises totaled approximately $6.3 million, $3.3 million and $1.0 million, respectively. | |||||||||||||||
Employee Stock Purchase Plans | |||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, Rambus recorded stock-based compensation related to the ESPP of $2.6 million, $1.5 million and $2.2 million, respectively. The compensation expense related to the ESPP for the year ended December 31, 2014 included compensation expense related to the increase in shares available for the ESPP which was approved by shareholders during the 2014 Annual Meeting of Stockholders. As of December 31, 2014, there was $0.7 million of total unrecognized compensation cost related to stock-based compensation arrangements granted under the ESPP. That cost is expected to be recognized over four months. | |||||||||||||||
There were no tax benefits realized as a result of employee stock option exercises, stock purchase plan purchases, and vesting of equity stock and stock units for the years ended December 31, 2014, 2013 and 2012. | |||||||||||||||
Valuation Assumptions | |||||||||||||||
Rambus estimates the fair value of stock options using the Black-Scholes-Merton model (“BSM”). The BSM model determines the fair value of stock-based compensation and is affected by Rambus’ stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include expected volatility, expected life of the award, expected dividend rate, and expected risk-free rate of return. The assumptions for expected volatility and expected life are the two assumptions that significantly affect the grant date fair value. If actual results differ significantly from these estimates, stock-based compensation expense and Rambus’ results of operations could be materially impacted. | |||||||||||||||
The fair value of stock awards is estimated as of the grant date using the BSM option-pricing model assuming a dividend yield of 0% and the additional weighted-average assumptions as listed in the following tables: | |||||||||||||||
The following table presents the weighted-average assumptions used to estimate the fair value of stock options granted that contain only service conditions in the periods presented. The assumptions used to estimate the fair value of stock options granted under the stock option exchange program are excluded from the following: | |||||||||||||||
Stock Option Plans for Years Ended December 31, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||
Stock Option Plans | |||||||||||||||
Expected stock price volatility | 40%-44% | 45%-47% | 57%-68% | ||||||||||||
Risk free interest rate | 2.1%-2.2% | 0.8%-1.5% | 0.6%-0.9% | ||||||||||||
Expected term (in years) | 6.0-6.1 | 5.4-5.5 | 5.5-5.7 | ||||||||||||
Weighted-average fair value of stock options granted | $4.26 | $2.60 | $3.57 | ||||||||||||
During the year ended December 31, 2012, the Company granted 1,795,000 stock options that contain a market condition. The fair values of the options granted with a market condition were calculated using a binomial valuation model, which estimates the potential outcome of reaching the market condition based on simulated future stock prices. The weighted average fair value associated with these market condition options was immaterial. | |||||||||||||||
Employee Stock Purchase Plan for Years Ended December 31, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||
Employee Stock Purchase Plan | |||||||||||||||
Expected stock price volatility | 39%-44% | 44%-48% | 56%-63% | ||||||||||||
Risk free interest rate | 0.0%-0.1% | 0.10% | 0.20% | ||||||||||||
Expected term (in years) | 0.02-0.5 | 0.5 | 0.5 | ||||||||||||
Weighted-average fair value of purchase rights granted under the purchase plan | $3.57 | $1.96 | $1.58 | ||||||||||||
Expected Stock Price Volatility: Given the volume of market activity in its market traded options, Rambus determined that it would use the implied volatility of its nearest-to-the-money traded options. The Company believes that the use of implied volatility is more reflective of market conditions and a better indicator of expected volatility than historical volatility. If there is not sufficient volume in its market traded options, the Company will use an equally weighted blend of historical and implied volatility. | |||||||||||||||
Risk-free Interest Rate: Rambus bases the risk-free interest rate used in the BSM valuation method on implied yield currently available on the U.S. Treasury zero-coupon issues with an equivalent term. Where the expected terms of Rambus’ stock-based awards do not correspond with the terms for which interest rates are quoted, Rambus uses an approximation based on rates on the closest term currently available. | |||||||||||||||
Expected Term: The expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected term was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The expected term of ESPP grants is based upon the length of each respective purchase period. | |||||||||||||||
Nonvested Equity Stock and Stock Units | |||||||||||||||
The Company grants nonvested equity stock units to officers, directors and employees. For the year ended December 31, 2014, 2013 and 2012, the Company granted nonvested equity stock units totaling 390,502, 473,074 and 742,009 shares, respectively, under the 2006 Plan. These awards have a service condition, generally a service period of four years, except in the case of grants to directors, for which the service period is one year. The nonvested equity stock units were valued at the date of grant giving them a fair value of approximately $4.1 million, $3.3 million and $4.8 million, respectively. In prior years, the Company granted nonvested equity stock units to its employees with vesting subject to the achievement of certain performance conditions. During the year ended December 31, 2014, the Company did not record any stock-based compensation expense related to these performance stock units as they have been forfeited. During the years ended December 31, 2013 and 2012, the achievement of certain performance conditions was considered probable, and as a result, the Company recognized an immaterial amount of stock-based compensation expense related to these performance stock units for both years. | |||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, the Company recorded stock-based compensation expense of approximately $2.8 million, $3.1 million and $5.3 million, respectively, related to all outstanding equity stock grants. Unrecognized stock-based compensation related to all nonvested equity stock grants, net of an estimate of forfeitures, was approximately $3.9 million at December 31, 2014. This cost is expected to be recognized over a weighted average period of 2.3 years. | |||||||||||||||
The following table reflects the activity related to nonvested equity stock and stock units for the three years ended December 31, 2014: | |||||||||||||||
Nonvested Equity Stock and Stock Units | Shares | Weighted-Average | |||||||||||||
Grant-Date Fair Value | |||||||||||||||
Nonvested at December 31, 2011 | 763,510 | $ | 18.02 | ||||||||||||
Granted | 742,009 | $ | 6.43 | ||||||||||||
Vested | -393,383 | $ | 17.38 | ||||||||||||
Forfeited | -189,645 | $ | 11.77 | ||||||||||||
Nonvested at December 31, 2012 | 922,491 | $ | 10.24 | ||||||||||||
Granted | 473,074 | $ | 6.92 | ||||||||||||
Vested | -478,214 | $ | 9.81 | ||||||||||||
Forfeited | -287,702 | $ | 9.18 | ||||||||||||
Nonvested at December 31, 2013 | 629,649 | $ | 8.56 | ||||||||||||
Granted | 390,502 | $ | 10.4 | ||||||||||||
Vested | -262,580 | $ | 9.85 | ||||||||||||
Forfeited | -83,707 | $ | 7.69 | ||||||||||||
Nonvested at December 31, 2014 | 673,864 | $ | 9.23 | ||||||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity |
Share Repurchase Program | |
In October 2001, the Company’s Board of Directors (the “Board”) approved a share repurchase program of its common stock, principally to reduce the dilutive effect of employee stock options. Under this program, the Board approved the authorization to repurchase up to 19.0 million shares of the Company’s outstanding common stock over an undefined period of time. On February 25, 2010, the Board approved a new share repurchase program authorizing the repurchase of up to an additional 12.5 million shares. | |
For the years ended December 31, 2014 and 2013, the Company did not repurchase any shares of its common stock under its share repurchase program. As of December 31, 2014, the Company had repurchased a cumulative total of approximately 26.3 million shares of its common stock with an aggregate price of approximately $428.9 million since the commencement of the program in 2001. As of December 31, 2014, there remained an outstanding authorization to repurchase approximately 5.2 million shares of the Company’s outstanding common stock. | |
On January 21, 2015, the Company's Board approved a new share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares. Share repurchases under the plan may be made through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules, and regulations. There is no expiration date applicable to the plan. This new stock repurchase program replaces the existing program approved by the Board in February 2010 and cancels the 5.2 million shares outstanding as part of the previous authorization. No repurchases have been made under the new plan. | |
The Company records stock repurchases as a reduction to stockholders’ equity. The Company records a portion of the purchase price of the repurchased shares as an increase to accumulated deficit when the price of the shares repurchased exceeds the average original proceeds per share received from the issuance of common stock. |
Benefit_Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plans | Benefit Plans |
Rambus has a 401(k) Profit Sharing Plan (the “401(k) Plan”) qualified under Section 401(k) of the Internal Revenue Code of 1986. Each eligible employee may elect to contribute up to 60% of the employee’s annual compensation to the 401(k) Plan, up to the Internal Revenue Service limit. Rambus, at the discretion of its Board of Directors, may match employee contributions to the 401(k) Plan. The Company matches 50% of eligible employee’s contribution, up to the first 6% of an eligible employee’s qualified earnings. For the years ended December 31, 2014, 2013 and 2012, Rambus made matching contributions totaling approximately $1.9 million, $1.8 million and $2.1 million, respectively. |
Restructuring_Charges
Restructuring Charges | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||
Restructuring Costs | Restructuring Charges | ||||||||||||
The 2012 Plan | |||||||||||||
During 2012, the Company initiated a restructuring program to reduce overall corporate expenses which is expected to improve future profitability by reducing spending on marketing, general and administrative programs and refining some of the Company's research and development efforts (the “2012 Plan”). In connection with this restructuring program, the Company estimated that it would incur aggregate costs of approximately $10.0 million. During the year ended December 31, 2014, the Company did not incur any restructuring charges related to this plan. During the year ended December 31, 2013 the Company incurred restructuring charges of $2.1 million related primarily to the consolidation of certain facilities and the reduction in workforce, of which a majority was related to corporate support functions. During the year ended December 31, 2012, the Company incurred restructuring charges of $7.3 million related primarily to the reduction in workforce, of which $3.4 million was related to the previously reportable ESD (formerly named CTO) segment, which is part of the Other segment as of December 31, 2014; $0.7 million was related to the MID reportable segment; $0.1 million was related to the Other segment; and $3.1 million was related to corporate support functions that impacted each of the Company's operating segments. The Company incurred $9.4 million in restructuring related charges related to this plan. The 2012 Plan was completed in the 2014. | |||||||||||||
The following table summarizes the 2012 Plan restructuring activities during the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Employee | Facilities | Total | |||||||||||
Severance | |||||||||||||
and Related Benefits | |||||||||||||
(in thousands) | |||||||||||||
Balance at December 31, 2011 | $ | — | $ | — | $ | — | |||||||
Charges | 7,301 | — | 7,301 | ||||||||||
Payments | (6,395 | ) | — | (6,395 | ) | ||||||||
Balance at December 31, 2012 | $ | 906 | $ | — | $ | 906 | |||||||
Charges | 136 | 1,960 | 2,096 | ||||||||||
Payments | (958 | ) | (1,307 | ) | (2,265 | ) | |||||||
Non-cash settlements | — | (653 | ) | * | (653 | ) | |||||||
Balance at December 31, 2013 | $ | 84 | $ | — | $ | 84 | |||||||
Payments | (84 | ) | — | (84 | ) | ||||||||
Balance at December 31, 2014 | $ | — | $ | — | $ | — | |||||||
______________________________________ | |||||||||||||
*The non-cash charge of $653 thousand is related to the termination of the Company's financing obligation associated with abandoning a construction asset at one of its facilities. | |||||||||||||
The 2013 Plan | |||||||||||||
During 2013, the Company initiated a restructuring program related primarily to its LDT group as a result of the change in its business strategy to reduce its focus on the lower margin bulb products. Additionally, the Company curtailed spending on its immersive media platform (the “2013 Plan”). In connection with this restructuring program, the Company estimated that it would incur aggregate costs of approximately $3.0 million to $4.0 million. During the year ended December 31, 2014, the Company incurred an immaterial amount of restructuring charges related primarily to the reduction in workforce, which was related to the previously reportable ESD (formerly named CTO) segment, which is part of the Other segment as of December 31, 2014. During the year ended December 31, 2013, the Company incurred restructuring charges of $3.4 million related primarily to the reduction in workforce, of which $2.4 million was related to the previously reportable ESD segment, $0.1 million was related to the MID reportable segment and $0.9 million was related to the Other segment. The 2013 Plan was completed in 2014. | |||||||||||||
The following table summarizes the 2013 Plan restructuring activities during the years ended December 31, 2014 and 2013: | |||||||||||||
Employee | Facilities | Total | |||||||||||
Severance | |||||||||||||
and Related Benefits | |||||||||||||
(In thousands) | |||||||||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | — | |||||||
Charges | 3,255 | 195 | 3,450 | ||||||||||
Payments | (1,523 | ) | (62 | ) | (1,585 | ) | |||||||
Balance at December 31, 2013 | $ | 1,732 | $ | 133 | $ | 1,865 | |||||||
Charges | 39 | — | 39 | ||||||||||
Payments | (1,771 | ) | (133 | ) | (1,904 | ) | |||||||
Balance at December 31, 2014 | $ | — | — | $ | — | ||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||
Income before taxes consisted of the following: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
(In thousands) | |||||||||||||||||
Domestic | $ | 49,173 | $ | (12,535 | ) | $ | (61,036 | ) | |||||||||
Foreign | 1,077 | 518 | (56,849 | ) | |||||||||||||
$ | 50,250 | $ | (12,017 | ) | $ | (117,885 | ) | ||||||||||
The provision for income taxes is comprised of: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
(In thousands) | |||||||||||||||||
Federal: | |||||||||||||||||
Current | $ | 19,386 | $ | 19,319 | $ | 15,048 | |||||||||||
Deferred | 2,337 | 2,200 | 587 | ||||||||||||||
State: | |||||||||||||||||
Current | 713 | 47 | (2,868 | ) | |||||||||||||
Deferred | — | (501 | ) | 2,934 | |||||||||||||
Foreign: | |||||||||||||||||
Current | 1,640 | 446 | 543 | ||||||||||||||
Deferred | (27 | ) | 220 | 207 | |||||||||||||
$ | 24,049 | $ | 21,731 | $ | 16,451 | ||||||||||||
The differences between Rambus’ effective tax rate and the U.S. federal statutory regular tax rate are as follows: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expense (benefit) at U.S. federal statutory rate | 35 | % | (35.0 | )% | (35.0 | )% | |||||||||||
Expense (benefit) at state statutory rate | 1 | (3.3 | ) | 0.1 | |||||||||||||
Withholding tax | 38.6 | 160.4 | 13.3 | ||||||||||||||
Foreign rate differential | 2.5 | 4.1 | 17.4 | ||||||||||||||
Research and development (“R&D”) credit | (6.1 | ) | (36.7 | ) | — | ||||||||||||
Executive compensation | 0.2 | 0.8 | 0.3 | ||||||||||||||
Non-deductible stock-based compensation | 1.4 | 2.5 | 0.7 | ||||||||||||||
Foreign tax credit | (38.7 | ) | (163.3 | ) | (13.3 | ) | |||||||||||
Capitalized merger and acquisition costs | — | — | 0.3 | ||||||||||||||
Other | 0.6 | (1.0 | ) | (2.2 | ) | ||||||||||||
Valuation allowance | 13.4 | 252.3 | 32.4 | ||||||||||||||
47.9 | % | 180.8 | % | 14 | % | ||||||||||||
The components of the net deferred tax assets are as follows: | |||||||||||||||||
As of December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Depreciation and amortization | $ | 29,099 | $ | 28,093 | |||||||||||||
Other liabilities and reserves | 9,916 | 18,578 | |||||||||||||||
Deferred equity compensation | 29,511 | 33,837 | |||||||||||||||
Net operating loss carryovers | 12,307 | 27,752 | |||||||||||||||
Tax credits | 116,658 | 100,052 | |||||||||||||||
Total gross deferred tax assets | 197,491 | 208,312 | |||||||||||||||
Convertible debt | -8,092 | -13,000 | |||||||||||||||
Total net deferred tax assets | 189,399 | 195,312 | |||||||||||||||
Valuation allowance | (193,874 | ) | (192,823 | ) | |||||||||||||
Net deferred tax assets (liabilities) | $ | (4,475 | ) | $ | 2,489 | ||||||||||||
As of December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Reported as: | |||||||||||||||||
Current deferred tax assets | $ | 187 | $ | 205 | |||||||||||||
Current deferred tax liabilities | (1,131 | ) | (791 | ) | |||||||||||||
Non-current deferred tax assets | 536 | 4,797 | |||||||||||||||
Non-current deferred tax liabilities | (4,067 | ) | (1,722 | ) | |||||||||||||
Net deferred tax assets (liabilities) | $ | (4,475 | ) | $ | 2,489 | ||||||||||||
Management periodically evaluates the realizability of the Company's net deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on the Company's ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. The Company weighed both positive and negative evidence and determined that there is a continued need for a valuation allowance as the Company is in a cumulative loss position over the previous three years, which is considered significant negative evidence. A sustained period of profitability in the Company's operations is required before the Company would change its judgment regarding the need for a full valuation allowance against its net deferred tax assets. Although the weight of negative evidence related to cumulative losses is decreasing as the uncertainty around litigation settlement is reducing, the Company believes that this objectively measured negative evidence outweighs the subjectively determined positive evidence of future profitability and, as such, the Company has not changed its judgment regarding the need for a full valuation allowance on its deferred tax assets in the United States in 2014. However, continued improvement in the Company's operating results, conditioned on its MID, LDT or CRD reporting units successfully commercializing new business arrangements, signing new and renewing existing license agreements and managing costs, could lead to reversal of almost all of the Company's valuation allowance as early as 2015. Until such time, consumption of tax attributes to offset profits will reduce the overall level of deferred tax assets subject to valuation allowance. Should the Company determine that it would be able to realize its remaining deferred tax assets in the foreseeable future, an adjustment to its remaining deferred tax assets would cause a material increase to income in the period such determination is made. | |||||||||||||||||
The following table presents the tax valuation allowance information for the years ended December 31, 2014, December 31, 2013 and December 31, 2012: | |||||||||||||||||
Balance at Beginning of Period | Charged (Credited) to Operations | Charged to Other Account* | Utilized | Balance at End of Period | |||||||||||||
Tax Valuation Allowance | |||||||||||||||||
Year ended December 31, 2012 | $ | 130,548 | — | 54,269 | — | $ | 184,817 | ||||||||||
Year ended December 31, 2013 | $ | 184,817 | — | 8,006 | — | $ | 192,823 | ||||||||||
Year ended December 31, 2014 | $ | 192,823 | — | 1,051 | — | $ | 193,874 | ||||||||||
______________________________________ | |||||||||||||||||
* | Amounts not charged to operations are charged to other comprehensive income or deferred tax assets (liabilities). | ||||||||||||||||
As of December 31, 2014, Rambus had California net operating loss carryforwards of $294.5 million. As of December 31, 2014, Rambus had federal research and development tax credit carryforwards of $32.7 million, alternative minimum tax credits of $2.5 million, and foreign tax credits of $120.7 million. As of December 31, 2014, Rambus had California research and development tax credit carryforwards of $18.6 million. These carryforward amounts included $36.3 million of federal tax credits and $97.5 million of California net operating losses for which no deferred tax asset has been recognized because they relate to excess tax benefits from stock-based compensation tax deductions. The excess tax benefits will be recorded to additional paid-in capital when they reduce cash taxes payable. The federal foreign tax credits and research and development credits begin to expire in 2016 and 2018, respectively. Approximately $55 million of federal foreign tax credits expire in 2020. The California net operating losses begin to expire in 2018. The federal alternative minimum tax credits and the California research and development credits carry forward indefinitely. | |||||||||||||||||
In the event of a change in ownership, as defined under federal and state tax laws, Rambus' net operating loss and tax credit carryforwards could be subject to annual limitations. The annual limitations could result in the expiration of the net operating loss and tax credit carryforwards prior to utilization. | |||||||||||||||||
As of December 31, 2014, the Company had $19.9 million of unrecognized tax benefits including $17.8 million recorded as a reduction of long-term deferred tax assets and $2.1 million recorded in long term income taxes payable. If recognized, $2.1 million would be recorded as an income tax benefit in the consolidated statements of operations. As of December 31, 2013, the Company had $18.8 million of unrecognized tax benefits including $12.6 million recorded as a reduction of long-term deferred tax assets and $6.2 million recorded in long term income taxes payable. If recognized, $1.6 million would be recorded as an income tax benefit in the consolidated statements of operations. It is reasonably possible that a reduction of up to $0.9 million of existing unrecognized tax benefits could occur in the next 12 months. | |||||||||||||||||
A reconciliation of the beginning and ending amounts of unrecognized income tax benefits for the years ended December 31, 2014, 2013 and 2012 is as follows (amounts in thousands): | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Balance at January 1 | $ | 18,794 | $ | 16,773 | $ | 16,610 | |||||||||||
Tax positions related to current year: | |||||||||||||||||
Additions | 1,134 | 1,156 | 589 | ||||||||||||||
Tax positions related to prior years: | |||||||||||||||||
Additions | 531 | 956 | 1,521 | ||||||||||||||
Reductions | (556 | ) | (91 | ) | (1,947 | ) | |||||||||||
Settlements | — | — | — | ||||||||||||||
Balance at December 31 | $ | 19,903 | $ | 18,794 | $ | 16,773 | |||||||||||
Rambus recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision (benefit). At December 31, 2014 and 2013, an immaterial amount of interest and penalties are included in long-term income taxes payable. | |||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists". The amendments of this ASU require that entities that have an unrecognized tax benefit and a net operating loss carryforward or similar tax loss or tax credit carryforward in the same jurisdiction as the uncertain tax position present the unrecognized tax benefit as a reduction of the deferred tax asset for the loss or tax credit carryforward rather than as a liability when the uncertain tax position would reduce the loss or tax credit carryforward under the tax law. The disclosure requirements are effective for annual periods beginning after December 15, 2013. The Company adopted this new standard in the first quarter of 2014. The Company's adoption of this guidance resulted in equal reductions to both deferred tax assets and long term taxes payable of approximately $4.7 million in the first quarter of 2014. | |||||||||||||||||
Rambus files income tax returns for the U.S., California, India and various other state and foreign jurisdictions. The U.S. federal returns are subject to examination from 2012 and forward. The California returns are subject to examination from 2009 and forward. In addition, any R&D credit carryforward or net operating loss carryforward generated in prior years and utilized in these or future years may also be subject to examination. The India returns are subject to examination from fiscal year ending March 2006 and forward. The Company is currently under examination by California for the 2010 and 2011 tax years. The Company’s India subsidiary is under examination by the Indian tax administration for years 2008 through 2010. These examinations may result in proposed adjustments to the income taxes as filed during these periods. Management regularly assesses the likelihood of outcomes resulting from income tax examinations to determine the adequacy of their provision for income taxes and believes their provision for unrecognized tax benefits is adequate. | |||||||||||||||||
At December 31, 2014, no deferred taxes have been provided on undistributed earnings of approximately $4.2 million from the Company’s international subsidiaries since these earnings have been, and under current plans will continue to be, indefinitely reinvested outside the United States. It is not practicable to determine the amount of the unrecognized tax liability at this time. |
Litigation_and_Asserted_Claims
Litigation and Asserted Claims | 12 Months Ended |
Dec. 31, 2014 | |
LitigationAndAssertedClaimsDisclosureAbstract | |
Litigation and Asserted Claims | Litigation and Asserted Claims |
Rambus is not currently a party to any material pending legal proceeding; however, from time to time, Rambus may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on our business, operating results, financial position or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. | |
The Company records a contingent liability when it is probable that a loss has been incurred and the amount is reasonably estimable in accordance with accounting for contingencies. | |
SDRAM, DDR, DDR2, DDR3, gDDR2, GDDR3, GDDR4 Litigation (“DDR2”) | |
U.S District Court in the Northern District of California | |
On January 25, 2005, Rambus filed a patent infringement suit in the U.S. District Court for the Northern District of California against SK hynix, Infineon, Nanya, and Inotera. On January 13, 2006, Rambus also filed suit against Micron in the same court for patent infringement. Infineon and Inotera were subsequently dismissed from this litigation as was Samsung, which previously had been added as a defendant. Rambus alleged that certain of its patents were infringed by certain of the defendants' DDR2 and other advanced memory products. On June 11, 2013, Rambus and SK hynix announced that they had entered into a settlement of all outstanding disputes between the parties and on December 9, 2013, Rambus and Micron announced that they had entered into a settlement of all outstanding disputes between the parties, which is described in Note 19, "Agreements with SK hynix and Micron." On March 23, 2014, Rambus and Nanya announced that they had entered into a settlement of all outstanding disputes between the parties. As a result of such settlements, all DDR2 litigation has been dismissed. |
Agreement_with_SK_hynix_and_Mi
Agreement with SK hynix and Micron | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Patent License Agreement [Abstract] | ||||||||||||||||||||||||||||||||
Agreement with SK hynix and Micron | Agreements with SK hynix and Micron | |||||||||||||||||||||||||||||||
SK hynix | ||||||||||||||||||||||||||||||||
On June 11, 2013, Rambus, SK hynix and certain related entities of SK hynix entered into a settlement agreement, pursuant to which the parties have agreed to release all claims against each other with respect to all outstanding litigation between them. Pursuant to the settlement agreement, Rambus and SK hynix entered into a semiconductor patent license agreement on June 11, 2013, under which SK hynix licenses from Rambus non-exclusive rights to certain Rambus patents and has agreed to pay Rambus cash amounts over the next five years. Under the license agreement, Rambus has granted to SK hynix (i) a paid-up perpetual patent license for certain identified SK hynix DRAM products and (ii) a five-year term patent license to all other DRAM and other semiconductor products. | ||||||||||||||||||||||||||||||||
The agreements with SK hynix are considered a multiple element arrangement for accounting purposes. For a multiple element arrangement under the applicable accounting rules, the Company is required to identify specific elements of the arrangement and then determine when those elements should be recognized. The Company identified three elements in the arrangement: antitrust litigation settlement, settlement of past infringement, and license agreement. The Company considered several factors in determining the accounting fair value of the elements of the SK hynix agreements which included a third party valuation using an income approach (collectively the “SK hynix Fair Value”). The inputs and assumptions used in this accounting valuation were from a market participant perspective and included projected customer revenue, royalty rates, estimated discount rates, useful lives and income tax rates, among others. The development of a number of these inputs and assumptions in the model requires a significant amount of management judgment and discretion, and is based upon a number of factors, including the selection of industry comparables, market growth rates and other relevant factors. Changes in any number of these assumptions may have a substantial impact on the SK hynix Fair Value as assigned to each element. These inputs and assumptions represent management’s best estimates at the time of the transaction. The following estimates do not reflect any agreement (expressed or implied) reached between the parties on the values attributed to any aspect of this transaction. The estimated SK hynix Fair Value is determined as follows: | ||||||||||||||||||||||||||||||||
(in millions) | Estimated SK hynix Fair Value | |||||||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 4 | ||||||||||||||||||||||||||||||
Settlement of past infringement | 280 | |||||||||||||||||||||||||||||||
License agreement | 250 | |||||||||||||||||||||||||||||||
Total SK hynix Fair Value | $ | 534 | ||||||||||||||||||||||||||||||
The total consideration of $240.0 million (as per the terms of the agreements with SK hynix) takes into account the court ruling in May 2013 that $250.0 million should be applied as a credit against the court’s March 2009 award to Rambus in the SK hynix litigation. Using the accounting guidance from multiple element revenue arrangements, the Company allocated the consideration to each element using the estimated SK hynix Fair Value of the elements which include antitrust litigation settlement, settlement of past infringement, and license agreement as shown in the table above. The following allocations do not reflect any agreement (expressed or implied) reached between the parties on the values attributed to any aspect of this transaction, but instead, reflect only what is required as disclosure under the applicable accounting rules. Based on the estimated SK hynix Fair Value, the total consideration of $240.0 million was allocated to the following elements: | ||||||||||||||||||||||||||||||||
(in millions) | Allocated Consideration | |||||||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 1.9 | ||||||||||||||||||||||||||||||
Settlement of past infringement | 125.8 | |||||||||||||||||||||||||||||||
License agreement | 112.3 | |||||||||||||||||||||||||||||||
Total consideration | $ | 240 | ||||||||||||||||||||||||||||||
The consideration of $240.0 million (assuming no adjustments to the payments under the terms of the agreements) will be recognized in the Company’s financial statements until 2018 as follows: | ||||||||||||||||||||||||||||||||
· | $238.1 million as "royalty revenue" which represents the allocated consideration related to the settlement of past infringement ($125.8 million) from the resolution of the infringement litigation and the patent license agreement ($112.3 million); and | |||||||||||||||||||||||||||||||
· | $1.9 million as "gain from settlement" which represents the allocated consideration related to the resolution of the antitrust litigation. | |||||||||||||||||||||||||||||||
During the years ended December 31, 2014 and 2013, the Company received cash consideration of $48.0 million and $24.0 million, respectively, from SK hynix. The amounts were allocated between royalty revenue ($47.3 million in 2014 and $23.6 million in 2013) and gain from settlement ($0.7 million in 2014 and $0.4 million in 2013) based on the elements’ SK hynix Fair Value. | ||||||||||||||||||||||||||||||||
The remaining $168.0 million is expected to be paid in successive quarterly payments of $12.0 million, concluding in the second quarter of 2018. | ||||||||||||||||||||||||||||||||
The cash receipts and remaining future cash receipts from the agreements with SK hynix are expected to be recognized as follows assuming no adjustments to the payments under the terms of the agreements: | ||||||||||||||||||||||||||||||||
Received | Estimated to Be Received in | Total Estimated | ||||||||||||||||||||||||||||||
in | Cash Receipts | |||||||||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | 2018 | |||||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||||||
Royalty revenue | $ | 23.6 | $ | 47.3 | $ | 47.3 | $ | 47.9 | $ | 48 | $ | 24 | $ | 238.1 | ||||||||||||||||||
Gain from settlement | 0.4 | 0.7 | 0.7 | 0.1 | — | — | 1.9 | |||||||||||||||||||||||||
Total | $ | 24 | $ | 48 | $ | 48 | $ | 48 | $ | 48 | $ | 24 | $ | 240 | ||||||||||||||||||
Micron | ||||||||||||||||||||||||||||||||
On December 9, 2013, Rambus, Micron and certain related entities of Micron entered into a settlement agreement, pursuant to which the parties have agreed that they will release all claims against each other with respect to all outstanding litigation between them and certain other potential claims. Pursuant to the settlement agreement, Rambus and Micron entered into a semiconductor patent license agreement on December 9, 2013. Under the license agreement, Rambus has granted to Micron and its subsidiaries and certain affiliated entities (i) a paid-up perpetual patent license for certain identified Micron DRAM products and (ii) a seven-year term patent license to other memory and semiconductor products. | ||||||||||||||||||||||||||||||||
The agreements with Micron are considered a multiple element arrangement for accounting purposes. For a multiple element arrangement under the applicable accounting rules, the Company is required to identify specific elements of the arrangement and then determine when those elements should be recognized. The Company identified three elements in the arrangement: antitrust litigation settlement, settlement of past infringement, and license agreement. The Company considered several factors in determining the accounting fair value of the elements of the Micron agreements which included a third party valuation using an income approach (collectively the “Micron Fair Value”). The inputs and assumptions used in this accounting valuation were from a market participant perspective and included projected customer revenue, royalty rates, estimated discount rates, useful lives and income tax rates, among others. The development of a number of these inputs and assumptions in the model requires a significant amount of management judgment and discretion, and is based upon a number of factors, including the selection of industry comparables, market growth rates and other relevant factors. Changes in any number of these assumptions may have a substantial impact on the Micron Fair Value as assigned to each element. These inputs and assumptions represent management’s best estimates at the time of the transaction. The following estimates do not reflect any agreement (expressed or implied) reached between the parties on the values attributed to any aspect of this transaction. The estimated Micron Fair Value is determined as follows: | ||||||||||||||||||||||||||||||||
(in millions) | Estimated Micron Fair Value | |||||||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 8 | ||||||||||||||||||||||||||||||
Settlement of past infringement | 235 | |||||||||||||||||||||||||||||||
License agreement | 440 | |||||||||||||||||||||||||||||||
Total Micron Fair Value | $ | 683 | ||||||||||||||||||||||||||||||
The total consideration of $280.0 million (as per the terms of the agreements with Micron) takes into account the court ruling in January 2013 that Rambus' patents-in-suit are unenforceable against Micron in the Micron litigation, but which was pending appeal at the time of settlement. Using the accounting guidance from multiple element revenue arrangements, the Company allocated the consideration to each element using the estimated Micron Fair Value of the elements which include antitrust litigation settlement, settlement of past infringement, and license agreement as shown in the table above. The following allocations do not reflect any agreement (expressed or implied) reached between the parties on the values attributed to any aspect of this transaction, but instead, reflect only what is required as disclosure under the applicable accounting rules. Based on the estimated Micron Fair Value, the total consideration of $280.0 million was allocated to the following elements: | ||||||||||||||||||||||||||||||||
(in millions) | Allocated Consideration | |||||||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 3.3 | ||||||||||||||||||||||||||||||
Settlement of past infringement | 96.3 | |||||||||||||||||||||||||||||||
License agreement | 180.4 | |||||||||||||||||||||||||||||||
Total consideration | $ | 280 | ||||||||||||||||||||||||||||||
The consideration of $280.0 million (assuming no adjustments to the payments under the terms of the agreements) will be recognized in the Company’s financial statements until 2020 as follows: | ||||||||||||||||||||||||||||||||
· | $276.7 million as "royalty revenue" which represents the allocated consideration related to the settlement of past infringement ($96.3 million) from the resolution of the infringement litigation and the patent license agreement ($180.4 million); and | |||||||||||||||||||||||||||||||
· | $3.3 million as "gain from settlement" which represents the allocated consideration related to the resolution of the antitrust litigation. | |||||||||||||||||||||||||||||||
During the years ended December 31, 2014 and 2013, the Company received cash consideration of $40.0 million and $5.5 million, respectively, from Micron. The amounts were allocated between royalty revenue ($38.7 million in 2014 and $5.3 million in 2013) and gain from settlement ($1.3 million in 2014 and $0.2 million in 2013) based on the elements’ Micron Fair Value. | ||||||||||||||||||||||||||||||||
The remaining $234.5 million is expected to be paid in successive quarterly payments of $10.0 million, concluding in the fourth quarter of 2020. | ||||||||||||||||||||||||||||||||
The cash receipts and remaining future cash receipts from the agreements with Micron are expected to be recognized as follows assuming no adjustments to the payments under the terms of the agreements: | ||||||||||||||||||||||||||||||||
Received | Estimated to Be Received in | Total Estimated | ||||||||||||||||||||||||||||||
in | Cash Receipts | |||||||||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 and thereafter | ||||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||||||
Royalty revenue | $ | 5.3 | $ | 38.7 | $ | 38.7 | $ | 39.5 | $ | 40 | $ | 40 | $ | 74.5 | $ | 276.7 | ||||||||||||||||
Gain from settlement | 0.2 | 1.3 | 1.3 | 0.5 | — | — | — | 3.3 | ||||||||||||||||||||||||
Total | $ | 5.5 | $ | 40 | $ | 40 | $ | 40 | $ | 40 | $ | 40 | $ | 74.5 | $ | 280 | ||||||||||||||||
Subsequent_Event_Subsequent_Ev
Subsequent Event Subsequent Event (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | Subsequent Event |
On January 21, 2015, the Company's Board approved a new share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares. Share repurchases under the plan may be made through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules, and regulations. There is no expiration date applicable to the plan. This new stock repurchase program replaces the existing program approved by the Board in February 2010 and cancels the 5.2 million shares outstanding as part of the previous authorization. No repurchases have been made under the new plan. |
CONSOLIDATED_SUPPLEMENTARY_FIN
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA (Unaudited) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA (Unaudited) | Supplementary Financial Data | |||||||||||||||||||||||||||||||
RAMBUS INC. | ||||||||||||||||||||||||||||||||
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA | ||||||||||||||||||||||||||||||||
Quarterly Statements of Operations | ||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | Sept. 30, 2014 | 30-Jun-14 | 31-Mar-14 | Dec. 31, 2013 | Sept. 30, 2013 | 30-Jun-13 | 31-Mar-13 | |||||||||||||||||||||||||
(In thousands, except for per share amounts) | ||||||||||||||||||||||||||||||||
Total revenue | $ | 72,040 | $ | 69,712 | $ | 76,518 | $ | 78,288 | $ | 73,422 | $ | 73,294 | $ | 57,919 | $ | 66,866 | ||||||||||||||||
Total operating costs and expenses (1) (2) | $ | 54,455 | $ | 55,244 | $ | 56,414 | $ | 55,099 | $ | 67,208 | $ | 64,229 | $ | 52,175 | $ | 65,425 | ||||||||||||||||
Operating income | $ | 17,585 | $ | 14,468 | $ | 20,104 | $ | 23,189 | $ | 6,214 | $ | 9,065 | $ | 5,744 | $ | 1,441 | ||||||||||||||||
Net income (loss) | $ | 7,841 | $ | 5,513 | $ | 5,043 | $ | 7,804 | $ | (9,777 | ) | $ | (5,725 | ) | $ | (7,844 | ) | $ | (10,402 | ) | ||||||||||||
Net income (loss) per share — basic | $ | 0.07 | $ | 0.05 | $ | 0.04 | $ | 0.07 | $ | (0.09 | ) | $ | (0.05 | ) | (0.07 | ) | $ | (0.09 | ) | |||||||||||||
Net income (loss) per share — diluted | $ | 0.07 | $ | 0.05 | $ | 0.04 | $ | 0.07 | $ | (0.09 | ) | $ | (0.05 | ) | (0.07 | ) | $ | (0.09 | ) | |||||||||||||
Shares used in per share calculations — basic | 115,024 | 114,523 | 114,116 | 113,590 | 113,217 | 112,640 | 112,183 | 111,599 | ||||||||||||||||||||||||
Shares used in per share calculations — diluted | 117,620 | 118,206 | 117,398 | 116,629 | 113,217 | 112,640 | 112,183 | 111,599 | ||||||||||||||||||||||||
______________________________________ | ||||||||||||||||||||||||||||||||
-1 | The quarterly financial information includes the following amounts related to the impairment of goodwill and long-lived assets as follows: $9.7 million in the quarter ended December 31, 2013 and $8.1 million in the quarter ended September 30, 2013. Refer to Note 6, "Intangible Assets and Goodwill" of Notes to Consolidated Financial Statements of this Form 10-K. | |||||||||||||||||||||||||||||||
-2 | The quarterly financial information includes the following amounts related to restructuring charges as follows: $2.2 million in the quarter ended December 31, 2013, $1.1 million in the quarter ended September 30, 2013, and $2.2 million in the quarter ended March 31, 2013. Refer to Note 16, "Restructuring Charges" of Notes to Consolidated Financial Statements of this Form 10-K. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Financial Statement Presentation | Financial Statement Presentation |
The accompanying consolidated financial statements include the accounts of Rambus and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. Investments in entities with less than 20% ownership by Rambus and in which Rambus does not have the ability to significantly influence the operations of the investee are accounted for using the cost method and are included in other assets. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Reclassifications | Reclassifications |
Certain prior year balances were reclassified to conform to the current year’s presentation. None of these reclassifications had an impact on reported net income (loss) or cash flows for any of the periods presented. | |
Revenue Recognition | Revenue Recognition |
Overview | |
Rambus recognizes revenue when persuasive evidence of an arrangement exists, Rambus has delivered the product or performed the service, the fee is fixed or determinable and collection is reasonably assured. If any of these criteria are not met, Rambus defers recognizing the revenue until such time as all criteria are met. Determination of whether or not these criteria have been met may require the Company to make judgments, assumptions and estimates based upon current information and historical experience. | |
Certain revenue contracts consist of service fees associated with integration of Rambus' solutions into its customers’ products and fees associated with providing training, evaluation and test equipment to its customers. Under the accounting guidance, if the deliverables have standalone value upon delivery, Rambus accounts for each deliverable separately. When multiple deliverables included in an arrangement are separated into different units of accounting, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. Rambus determines the relative selling price for a deliverable based on its best estimate of selling price (“BESP”). Rambus has determined that vendor-specific objective evidence of selling price for each deliverable is not available as there lacks a consistent number of standalone sales and third-party evidence is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. Rambus determined BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include discounting practices, the size and volume of transactions, the customer demographic, the geographic area where services are sold, price lists, go-to-market strategy, historical standalone sales and contract prices. The determination of BESP is made through consultation with and approval by management, taking into consideration the go-to-market strategy. As the go-to-market strategies evolve, Rambus may modify its pricing practices in the future, which could result in changes in relative selling prices. In most cases, the relative values of the undelivered components are not material to the overall arrangement and are typically delivered within twelve months after the core product has been delivered. In such agreements, selling price is determined for each component and any difference between the total of the separate BESP and total contract consideration (i.e. discount) is allocated pro-rata across each of the components in the arrangement. | |
During 2013, the Company expanded its business strategy of monetizing its patent portfolio to include the sale of selected intellectual property. The Company's Memory and Interface Division ("MID") business continues to grow its patent portfolio and actively engage with various external parties to monetize the patent portfolio and explore new revenue opportunities. As the sales of such patents developed by the MID business unit under this expanded strategy represents a component of the Company's ongoing major or central operations, the Company records the related proceeds as revenue. As patent sales executed under this expanded strategy represent a component of the Company's ongoing major or central operations and activities, it will record the related proceeds as revenue. The Company will recognize the revenue when there is persuasive evidence of a sales arrangement, fees are fixed or determinable, delivery has occurred and collectibility is reasonably assured. These requirements are generally fulfilled upon closing of the patent sale transaction. | |
Rambus’ revenue consists of royalty revenue and contract and other revenue derived from MID, Cryptography Research Division ("CRD") and Lighting and Display Technologies ("LDT") operating segments. Royalty revenue consists of patent license and technology license royalties. Contract and other revenue consists of fixed license fees, fixed engineering fees and service fees associated with integration of Rambus’ technology solutions into its customers’ products as well as sale of products. | |
Royalty Revenue | Royalty Revenue |
Rambus generally recognizes royalty revenue upon notification by its customers and when deemed collectible. The terms of the royalty agreements generally either require customers to give Rambus notification and to pay the royalties within a specified period or are based on a fixed royalty that is due within a specified period. Many of Rambus’ customers have the right to cancel their licenses. In such arrangements, revenue is only recognized to the extent that is consistent with the cancellation provisions. Cancellation provisions within such contracts generally provide for a prospective cancellation with no refund of fees already remitted by customers for products provided and payment for services rendered prior to the date of cancellation. Rambus has two types of royalty revenue: (1) patent license royalties and (2) technology license royalties. | |
Patent licenses - Rambus licenses its broad portfolio of patented inventions to companies who use these inventions in the development and manufacture of their own products. Such licensing agreements may cover the license of part, or all, of Rambus' patent portfolio. The contractual terms of the agreements generally provide for payments over an extended period of time. For the licensing agreements with fixed royalty payments, Rambus generally recognizes revenue from these arrangements as amounts become due. For the licensing agreements with variable royalty payments which can be based on either a percentage of sales or number of units sold, Rambus earns royalties at the time that the customers’ sales occur. Rambus’ customers, however, do not report and pay royalties owed for sales in any given quarter until after the conclusion of that quarter. As Rambus is unable to estimate the customers’ sales in any given quarter to determine the royalties due to Rambus, it recognizes royalty revenues based on royalties reported by customers during the quarter and when other revenue recognition criteria are met. | |
In addition, Rambus may enter into certain settlements of patent infringement disputes. The amount of consideration received upon any settlement (including but not limited to past royalty payments, future royalty payments and punitive damages) is allocated to each element of the settlement based on the fair value of each element. In addition, revenues related to past royalties are recognized upon execution of the agreement by both parties, provided that the amounts are fixed or determinable, there are no significant undelivered obligations and collectability is reasonably assured. Rambus does not recognize any revenues prior to execution of the agreement since there is no reliable basis on which it can estimate the amounts for royalties related to previous periods or assess collectability. Elements that are related to royalty revenue in nature (including but not limited to past royalty payments and future royalty payments) will be recorded as royalty revenue in the consolidated statements of operations. Elements that are not related to royalty revenue in nature (including but not limited to punitive damage and settlement) will be recorded as gain from settlement which is reflected as a separate line item within the operating expenses section in the consolidated statements of operations. | |
Technology licenses - Rambus develops proprietary and industry-standard products that it provides to its customers under technology license agreements. These arrangements include royalties, which can be based on either a percentage of sales or number of units sold. Rambus earns royalties on such licensed products sold worldwide by its customers at the time that the customers’ sales occur. Rambus’ customers, however, do not report and pay royalties owed for sales in any given quarter until after the conclusion of that quarter. As Rambus is unable to estimate the customers’ sales in any given quarter to determine the royalties due to Rambus, it recognizes royalty revenues based on royalties reported by customers during the quarter and when other revenue recognition criteria are met. | |
Contract and Other Revenue | Contract and Other Revenue |
Rambus recognizes revenue from the sale of products when risk of loss and title have transferred to customers, provided all other revenue recognition criteria have been met. The Company accrues for sales returns and warranty based on experience, none of which are currently material. | |
Rambus generally recognizes revenue using percentage of completion or proportional performance for development contracts related to licenses of its solutions that involve significant engineering and integration services. For agreements accounted for using the percentage-of-completion method, Rambus determines progress to completion using input measures based upon contract costs incurred. Rambus has evaluated use of output measures versus input measures and has determined that its output is not sufficiently uniform with respect to cost, time and effort per unit of output to use output measures as a measure of progress to completion. | |
Goodwill and Intangible Assets | Goodwill |
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. Goodwill is not subject to amortization, but is subject to at least an annual assessment for impairment, applying a fair-value based test. The Company performs its impairment analysis of goodwill on an annual basis during the fourth quarter of the year unless conditions arise that warrant a more frequent evaluation. | |
Goodwill is allocated to the various reporting units which are generally operating segments. The goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. The fair values of the reporting units are estimated using an income or discounted cash flows approach. | |
Under the income approach, the Company measures fair value of the reporting unit based on a projected cash flow method using a discount rate determined by its management which is commensurate with the risk inherent in its current business model. The Company’s discounted cash flow projections are based on its annual financial forecasts developed internally by management for use in managing its business. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired by a market participant in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. | |
The Company performed its annual goodwill impairment analysis as of December 31, 2014 and determined that the fair value of the reporting units with goodwill exceeded their carrying values. | |
Intangible Assets | |
Intangible assets are comprised of existing technology, customer contracts and contractual relationships, and other intangible assets. Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are estimated by management based on the fair value of assets received. Identifiable intangible assets are being amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from 1 to 10 years. | |
Property, Plant and Equipment | Property, Plant and Equipment |
Property, plant and equipment includes computer equipment, computer software, machinery, leasehold improvements, furniture and fixtures and buildings. Computer equipment, computer software, machinery and furniture and fixtures are stated at cost and generally depreciated on a straight-line basis over an estimated useful life of 3, 3 to 5, 7 and 3 years, respectively. The Company undertook a series of structural improvements to ready the Sunnyvale and Brecksville facilities for its use. The Company concluded that its requirement to fund construction costs and responsibility for cost overruns resulted in the Company being considered the owner of the buildings during the construction period for accounting purposes. Upon completion of construction, the Company concluded that it retained sufficient continuing involvement to preclude de-recognition of the buildings under the Financial Accounting Standards Board ("FASB") authoritative guidance applicable to sale leaseback for real estate. As such, the Company continues to account for the buildings as owned real estate and to record an imputed financing obligation for its obligation to the legal owners. The buildings will be depreciated on a straight-line basis over an estimated useful life of approximately 39 years. See Note 10, “Balance Sheet Details,” and Note 12, “Commitments and Contingencies,” for additional details. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the initial terms of the leases. Upon disposal, assets and related accumulated depreciation are removed from the accounts and the related gain or loss is included in the results from operations. | |
Long-Lived Assets Impairment | Long-lived Asset Impairment |
The Company evaluates long-lived assets (including property, plant and equipment and intangible assets) for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The carrying value is not recoverable if it exceeds the undiscounted cash flows resulting from the use of the asset group and its eventual disposition. The Company’s estimates of future cash flows attributable to its long-lived asset groups require significant judgment based on its historical and anticipated results and are subject to many factors. Factors that the Company considers important which could trigger an impairment review include significant negative industry or economic trends, significant loss of clients, and significant changes in the manner of its use of the acquired assets or the strategy for its overall business. | |
When the Company determines that the carrying value of the long-lived asset groups may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company measures the potential impairment based on a projected discounted cash flow method using a discount rate determined by the Company to be commensurate with the risk inherent in the Company’s current business model. An impairment loss is recognized only if the carrying amount of the long-lived asset group is not recoverable and exceeds its fair value. The impairment charge is recorded to reduce the pre-impairment carrying amount of the long-lived assets based on the relative carrying amount of those assets, though not to reduce the carrying amount of an asset below its fair value. Different assumptions and judgments could materially affect the calculation of the fair value of the long-lived assets. During 2014, the Company did not recognize any impairment of its long-lived assets. During 2013, the Company recognized an impairment of its long-lived assets related to its LDT asset group and CRD favorable contract asset group. During 2012, the Company recognized an impairment of its long-lived and intangible assets related to its LDT asset group. See Note 6, "Intangible Assets and Goodwill" for further details. | |
Litigation | Litigation |
Rambus may be involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and an analysis of potential results, if Rambus believes that a loss arising from such matters is probable and can be reasonably estimated, Rambus records the estimated liability in its consolidated financial statements. If only a range of estimated losses can be determined, Rambus records an amount within the range that, in its judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, Rambus records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Rambus recognizes litigation expenses in the period in which the litigation services were provided. | |
Income Taxes | Income Taxes |
Income taxes are accounted for using an asset and liability approach, which requires the recognition of deferred tax assets and liabilities for expected future tax events that have been recognized differently in Rambus' consolidated financial statements and tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law and the effects of future changes in tax laws or rates are not anticipated. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized based on available evidence. | |
In addition, the calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations. As a result, the Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in its tax return. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. | |
Stock-Based Compensation and Equity Incentive Plans | Stock-Based Compensation and Equity Incentive Plans |
The Company maintained stock plans covering a broad range of equity grants including stock options, nonvested equity stock and equity stock units and performance based instruments. In addition, the Company sponsors an Employee Stock Purchase Plan (“ESPP”), whereby eligible employees are entitled to purchase Common Stock semi-annually, by means of limited payroll deductions, at a 15% discount from the fair market value of the Common Stock as of specific dates. | |
The Company determines compensation expense associated with restricted stock units based on the fair value of its common stock on the date of grant. The Company determines compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes Merton valuation model. The Company generally recognizes compensation expense using a straight-line amortization method over the respective vesting period for awards that are ultimately expected to vest. Accordingly, stock-based compensation expense for 2014, 2013 and 2012 has been reduced for estimated forfeitures. When estimating forfeitures, the Company considers voluntary termination behaviors as well as trends of actual option forfeitures. The Company will only recognize a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available have been utilized. In addition, the Company has elected to account for the indirect effects of stock-based awards on other tax attributes, such as the research tax credits, through the consolidated statement of operations as part of the tax effect of stock-based compensation. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Cash equivalents are highly liquid investments with original maturity of three months or less at the date of purchase. The Company maintains its cash balances with high quality financial institutions. Cash equivalents are invested in highly-rated and highly-liquid money market securities and certain U.S. government sponsored obligations. | |
Marketable Securities | Marketable Securities |
Available-for-sale securities are carried at fair value, based on quoted market prices, with the unrealized gains or losses reported, net of tax, in stockholders’ equity as part of accumulated other comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, both of which are included in interest and other income, net. Realized gains and losses are recorded on the specific identification method and are included in interest and other income, net. The Company reviews its investments in marketable securities for possible other than temporary impairments on a regular basis. If any loss on investment is believed to be a credit loss, a charge will be recognized in operations. In evaluating whether a credit loss on a debt security has occurred, the Company considers the following factors: 1) the Company’s intent to sell the security, 2) if the Company intends to hold the security, whether or not it is more likely than not that the Company will be required to sell the security before recovery of the security’s amortized cost basis and 3) even if the Company intends to hold the security, whether or not the Company expects the security to recover the entire amortized cost basis. Due to the high credit quality and short term nature of the Company’s investments, there have been no credit losses recorded to date. The classification of funds between short-term and long-term is based on whether the securities are available for use in operations or other purposes. | |
Non-Marketable Securities | Non-Marketable Securities |
The Company had an investment in a non-marketable security of a private company which was carried at cost until it was fully impaired during 2014. The Company monitored the investment for other-than-temporary impairment and recorded appropriate reductions in carrying value when necessary. See Note 9, "Fair Value of Financial Instruments" for further details. The non-marketable security was classified within other assets on the consolidated balance sheet. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
The carrying value of cash equivalents, accounts receivable and accounts payable approximate their fair values due to their relatively short maturities as of December 31, 2014 and 2013. Marketable securities are comprised of available-for-sale securities that are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax. Fair value of the marketable securities is determined based on quoted market prices. The fair market value of the Company's convertible notes fluctuates with interest rates and with the market price of the stock, but does not affect the carrying value of the debt on the balance sheet. | |
Research and Development | Research and Development |
Costs incurred in research and development, which include engineering expenses, such as salaries and related benefits, stock-based compensation, depreciation, professional services and overhead expenses related to the general development of Rambus’ products, are expensed as incurred. Software development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. Rambus has not capitalized any software development costs since the period between establishing technological feasibility and general customer release is relatively short and as such, these costs have not been material. | |
Computation of Earnings (Loss) Per Share | Computation of Earnings (Loss) Per Share |
Basic earnings (loss) per share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, employee stock purchases, restricted stock and restricted stock units, and shares issuable upon the conversion of convertible notes. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method. This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in equity if the instrument was exercised and the amount of unrecognized stock-based compensation related to future services. No potential dilutive common shares are included in the computation of any diluted per share amount when a net loss is reported. | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) |
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments and unrealized gains and losses on marketable securities. Other comprehensive income (loss), net of tax, is presented in the consolidated statements of comprehensive income (loss). | |
Credit Concentration | Credit Concentration |
As of December 31, 2014 and 2013, the Company’s cash, cash equivalents and marketable securities were invested with various financial institutions in the form of corporate notes, bonds and commercial paper, money market funds, U.S. government bonds and notes, and municipal bonds and notes. The Company’s exposure to market risk for changes in interest rates relates primarily to its investment portfolio. The Company places its investments with high credit issuers and, by investment policy, attempts to limit the amount of credit exposure to any one issuer. As stated in the Company’s investment policy, it will ensure the safety and preservation of the Company’s invested funds by limiting default risk and market risk. The Company has no investments denominated in foreign country currencies and therefore is not subject to foreign exchange risk from these assets. | |
The Company mitigates default risk by investing in high credit quality securities and by positioning its portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to enable portfolio liquidity. | |
The Company's accounts receivable are derived from revenue earned from customers located in the U.S. and internationally. See Note 7, "Segments and Major Customers" for further details. | |
Foreign Currency Translation | Foreign Currency Remeasurement |
The Company’s foreign subsidiaries currently use the U.S. dollar as the functional currency. Remeasurement adjustments for non-functional currency monetary assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Revenue, expenses, gains or losses are translated at the average exchange rate for the period, and non-monetary assets and liabilities are translated at historical rates. The remeasurement gains and losses of these foreign subsidiaries as well as gains and losses from foreign currency transactions are included in other expense, net in the consolidated statements of operations, and are not material for any periods presented. |
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Computation of basic and diluted income (loss) per share | The following table sets forth the computation of basic and diluted income (loss) per share: | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income (loss) per share: | ||||||||||||
Numerator: | ||||||||||||
Net income (loss) | $ | 26,201 | $ | (33,748 | ) | $ | (134,336 | ) | ||||
Denominator: | ||||||||||||
Weighted-average common shares outstanding - basic | 114,318 | 112,415 | 110,769 | |||||||||
Effect of potential dilutive common shares | 3,306 | — | — | |||||||||
Weighted-average common shares outstanding - diluted | 117,624 | 112,415 | 110,769 | |||||||||
Basic net income (loss) per share | $ | 0.23 | $ | (0.30 | ) | $ | (1.21 | ) | ||||
Diluted net income (loss) per share | $ | 0.22 | $ | (0.30 | ) | $ | (1.21 | ) | ||||
Acquisitions_Tables
Acquisitions (Tables) (Unity) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Unity | ||||
Business Acquisition [Line Items] | ||||
Purchase price allocated from business combination | The purchase price from the business combination was allocated as follows: | |||
Total | ||||
(in thousands) | ||||
Cash | $ | 182 | ||
Property and equipment | 51 | |||
Other tangible assets | 36 | |||
Identified intangible assets | 19,280 | |||
Goodwill | 15,451 | |||
Total | $ | 35,000 | ||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Schedule of goodwill information by reportable units | The following tables present goodwill information for each of the reportable segments for the years ended December 31, 2014 and December 31, 2013: | |||||||||||||||
Reportable Segment: | December 31, | Addition to Goodwill | Impairment Charge of Goodwill | December 31, | ||||||||||||
2013 | 2014 | |||||||||||||||
(In thousands) | ||||||||||||||||
MID | $ | 19,905 | $ | — | $ | — | $ | 19,905 | ||||||||
CRD | 96,994 | — | — | 96,994 | ||||||||||||
Total | $ | 116,899 | $ | — | $ | — | $ | 116,899 | ||||||||
As of December 31, 2014 | ||||||||||||||||
Reportable Segment: | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | |||||||||||||
(In thousands) | ||||||||||||||||
MID | $ | 19,905 | $ | — | $ | 19,905 | ||||||||||
CRD | 96,994 | — | 96,994 | |||||||||||||
Other | 21,770 | (21,770 | ) | — | ||||||||||||
Total | $ | 138,669 | $ | (21,770 | ) | $ | 116,899 | |||||||||
Reportable Segment: | December 31, | Addition to Goodwill | Impairment Charge of Goodwill | December 31, | ||||||||||||
2012 | 2013 | |||||||||||||||
MID | $ | 19,905 | $ | — | $ | — | $ | 19,905 | ||||||||
CRD | 96,994 | — | — | 96,994 | ||||||||||||
Other | 8,070 | — | (8,070 | ) | — | |||||||||||
Total | $ | 124,969 | $ | — | $ | (8,070 | ) | $ | 116,899 | |||||||
As of December 31, 2013 | ||||||||||||||||
Reportable Segment: | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | |||||||||||||
MID | $ | 19,905 | $ | — | $ | 19,905 | ||||||||||
CRD | 96,994 | — | 96,994 | |||||||||||||
Other | 21,770 | (21,770 | ) | — | ||||||||||||
Total | $ | 138,669 | $ | (21,770 | ) | $ | 116,899 | |||||||||
Components of intangible assets | The components of the Company’s intangible assets as of December 31, 2014 and December 31, 2013 were as follows: | |||||||||||||||
As of December 31, 2014 | ||||||||||||||||
Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
(In thousands) | ||||||||||||||||
Existing technology | 3 to 10 years | $ | 185,321 | $ | (104,426 | ) | $ | 80,895 | ||||||||
Customer contracts and contractual relationships | 1 to 10 years | 31,093 | (22,617 | ) | 8,476 | |||||||||||
Non-compete agreements | 3 years | 300 | (300 | ) | — | |||||||||||
Total intangible assets | $ | 216,714 | $ | (127,343 | ) | $ | 89,371 | |||||||||
As of December 31, 2013 | ||||||||||||||||
Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
(In thousands) | ||||||||||||||||
Existing technology | 3 to 10 years | $ | 186,202 | $ | (80,961 | ) | $ | 105,241 | ||||||||
Customer contracts and contractual relationships | 1 to 10 years | 31,093 | (19,204 | ) | 11,889 | |||||||||||
Non-compete agreements | 3 years | 300 | (258 | ) | 42 | |||||||||||
Total intangible assets | $ | 217,595 | $ | (100,423 | ) | $ | 117,172 | |||||||||
Estimated future amortization expense of intangible assets | The estimated future amortization expense of intangible assets as of December 31, 2014 was as follows (amounts in thousands): | |||||||||||||||
Years Ending December 31: | Amount | |||||||||||||||
2015 | $ | 25,098 | ||||||||||||||
2016 | 24,318 | |||||||||||||||
2017 | 23,709 | |||||||||||||||
2018 | 10,827 | |||||||||||||||
2019 | 1,789 | |||||||||||||||
Thereafter | 3,630 | |||||||||||||||
$ | 89,371 | |||||||||||||||
Segments_and_Major_Customers_T
Segments and Major Customers (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Concentration Risk | ||||||||||||||||
Reported segment revenues, and reported segment operating income (loss) | The tables below present reported segment operating income (loss) for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||||
MID | CRD | Other | Total | |||||||||||||
(In thousands) | ||||||||||||||||
Revenues | $ | 226,303 | $ | 49,330 | $ | 20,925 | $ | 296,558 | ||||||||
Segment operating expenses | 40,816 | 27,608 | 34,106 | 102,530 | ||||||||||||
Segment operating income (loss) | $ | 185,487 | $ | 21,722 | $ | (13,181 | ) | $ | 194,028 | |||||||
Reconciling items | (118,682 | ) | ||||||||||||||
Operating income | $ | 75,346 | ||||||||||||||
Interest and other income (expense), net | (25,096 | ) | ||||||||||||||
Income before income taxes | $ | 50,250 | ||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||
MID | CRD | Other | Total | |||||||||||||
(In thousands) | ||||||||||||||||
Revenues | $ | 232,040 | $ | 32,625 | $ | 6,836 | $ | 271,501 | ||||||||
Segment operating expense | 34,823 | 20,322 | 42,306 | 97,451 | ||||||||||||
Segment operating income (loss) | $ | 197,217 | $ | 12,303 | $ | (35,470 | ) | $ | 174,050 | |||||||
Reconciling items | (151,586 | ) | ||||||||||||||
Operating income | $ | 22,464 | ||||||||||||||
Interest and other income (expense) , net | (34,481 | ) | ||||||||||||||
Loss before income taxes | $ | (12,017 | ) | |||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||
MID | CRD | Other | Total | |||||||||||||
(In thousands) | ||||||||||||||||
Revenues | $ | 215,047 | $ | 17,808 | $ | 1,196 | $ | 234,051 | ||||||||
Segment operating expenses | 39,537 | 11,418 | 43,052 | 94,007 | ||||||||||||
Segment operating income (loss) | $ | 175,510 | $ | 6,390 | $ | (41,856 | ) | $ | 140,044 | |||||||
Reconciling items | (230,478 | ) | ||||||||||||||
Operating loss | $ | (90,434 | ) | |||||||||||||
Interest and other income (expense) , net | (27,451 | ) | ||||||||||||||
Loss before income taxes | $ | (117,885 | ) | |||||||||||||
Revenue from external customer by geographic regions | Revenue from customers in the geographic regions based on the location of contracting parties is as follows: | |||||||||||||||
Years Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
(In thousands) | ||||||||||||||||
South Korea | $ | 107,441 | $ | 112,806 | $ | 88,971 | ||||||||||
USA | 109,060 | 80,652 | 63,398 | |||||||||||||
Japan | 30,454 | 51,156 | 63,686 | |||||||||||||
Europe | 21,349 | 15,985 | 5,236 | |||||||||||||
Canada | 7,119 | 7,896 | 7,759 | |||||||||||||
Asia-Other | 21,135 | 3,006 | 5,001 | |||||||||||||
Total | $ | 296,558 | $ | 271,501 | $ | 234,051 | ||||||||||
Accounts Receivable [Member] | ||||||||||||||||
Concentration Risk | ||||||||||||||||
Schedule of customer accounts representing 10% or more than 10% of total revenue | Accounts receivable from the Company's major customers representing 10% or more of total accounts receivable at December 31, 2014 and December 31, 2013, respectively, was as follows: | |||||||||||||||
Years Ended December 31, | ||||||||||||||||
Customer | 2014 | 2013 | ||||||||||||||
Customer 1 (MID reportable segment) | 33% | * | ||||||||||||||
Customer 2 (Other segment) | 50% | 73% | ||||||||||||||
_________________________________________ | ||||||||||||||||
* Customer accounted for less than 10% of total accounts receivable in the period | ||||||||||||||||
Sales, net | ||||||||||||||||
Concentration Risk | ||||||||||||||||
Schedule of customer accounts representing 10% or more than 10% of total revenue | Revenue from the Company’s major customers representing 10% or more of total revenue for the years ended December 31, 2014, 2013 and 2012 were as follows: | |||||||||||||||
Years Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Customer A (MID and CRD reportable segments) | 20 | % | 33 | % | 38 | % | ||||||||||
Customer B (MID reportable segment) | 16 | % | * | * | ||||||||||||
Customer C (MID reportable segment) | 13 | % | * | * | ||||||||||||
_________________________________________ | ||||||||||||||||
* Customer accounted for less than 10% of total revenue in the period |
Marketable_Securities_Tables
Marketable Securities (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Available-for-sale Securities [Abstract] | |||||||||||||||||||
Cash equivalents and marketable securities classified as available-for-sale | Total cash, cash equivalents and marketable securities are summarized as follows: | ||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||
(Dollars in thousands) | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Weighted Rate of Return | ||||||||||||||
Money market funds | $ | 124,938 | $ | 124,938 | $ | — | $ | — | 0.01 | % | |||||||||
Corporate notes, bonds and commercial paper | 145,983 | 146,096 | 1 | -114 | 0.25 | % | |||||||||||||
Total cash equivalents and marketable securities | 270,921 | 271,034 | 1 | -114 | |||||||||||||||
Cash | 29,188 | 29,188 | — | — | |||||||||||||||
Total cash, cash equivalents and marketable securities | $ | 300,109 | $ | 300,222 | $ | 1 | $ | (114 | ) | ||||||||||
As of December 31, 2013 | |||||||||||||||||||
(Dollars in thousands) | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Weighted Rate of Return | ||||||||||||||
Money market funds | $ | 300,605 | $ | 300,605 | $ | — | $ | — | 0.01 | % | |||||||||
Corporate notes, bonds and commercial paper | 58,492 | 58,507 | — | (15 | ) | 0.15 | % | ||||||||||||
Total cash equivalents and marketable securities | 359,097 | 359,112 | — | (15 | ) | ||||||||||||||
Cash | 28,565 | 28,565 | — | — | |||||||||||||||
Total cash, cash equivalents and marketable securities | $ | 387,662 | $ | 387,677 | $ | — | $ | (15 | ) | ||||||||||
Available-for-sale securities reported at fair value | Available-for-sale securities are reported at fair value on the balance sheets and classified as follows: | ||||||||||||||||||
As of | |||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||
Cash equivalents | $ | 124,938 | $ | 310,131 | |||||||||||||||
Short term marketable securities | 145,983 | 48,966 | |||||||||||||||||
Total cash equivalents and marketable securities | 270,921 | 359,097 | |||||||||||||||||
Cash | 29,188 | 28,565 | |||||||||||||||||
Total cash, cash equivalents and marketable securities | $ | 300,109 | $ | 387,662 | |||||||||||||||
Estimated fair value of cash equivalents and marketable securities classified by date of contractual maturity and the length of time that the securities have been in a continuous unrealized loss position | The estimated fair value of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position at December 31, 2014 and 2013 are as follows: | ||||||||||||||||||
Fair Value | Gross Unrealized Loss | ||||||||||||||||||
December 31, | December 31, | December 31, | December 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||
(In thousands) | |||||||||||||||||||
Less than one year | |||||||||||||||||||
Corporate notes, bonds and commercial paper | $ | 139,989 | $ | 53,491 | $ | (114 | ) | $ | (15 | ) | |||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
Summary of the valuation of cash equivalents and marketable securities by pricing levels | The following table presents the financial instruments that are carried at fair value and summarizes the valuation of its cash equivalents and marketable securities by the above pricing levels as of December 31, 2014 and 2013: | |||||||||||||||||||||||
As of December 31, 2014 | ||||||||||||||||||||||||
Total | Quoted Market Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Money market funds | $ | 124,938 | $ | 124,938 | $ | — | $ | — | ||||||||||||||||
Corporate notes, bonds and commercial paper | 145,983 | — | 145,983 | — | ||||||||||||||||||||
Total available-for-sale securities | $ | 270,921 | $ | 124,938 | $ | 145,983 | $ | — | ||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||
Total | Quoted Market Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Money market funds | $ | 300,605 | $ | 300,605 | $ | — | $ | — | ||||||||||||||||
Corporate notes, bonds and commercial paper | 58,492 | — | 58,492 | — | ||||||||||||||||||||
Total available-for-sale securities | $ | 359,097 | $ | 300,605 | $ | 58,492 | $ | — | ||||||||||||||||
Financial instruments that are measured and carried at cost on a nonrecurring basis | The following table presents the financial instruments that are measured and carried at cost on a nonrecurring basis as of December 31, 2014 and 2013: | |||||||||||||||||||||||
As of December 31, 2014 | ||||||||||||||||||||||||
(in thousands) | Carrying Value | Quoted | Significant | Significant | Impairment charges for the year ended December 31, 2014 | |||||||||||||||||||
market | other | unobservable | ||||||||||||||||||||||
prices in | observable | inputs | ||||||||||||||||||||||
active | inputs | (Level 3) | ||||||||||||||||||||||
markets | (Level 2) | |||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||
Investment in non-marketable security | $ | — | $ | — | $ | — | $ | — | $ | 600 | ||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||
(in thousands) | Carrying | Quoted | Significant | Significant | Impairment charges for the year ended December 31, 2013 | |||||||||||||||||||
Value | market | other | unobservable | |||||||||||||||||||||
prices in | observable | inputs | ||||||||||||||||||||||
active | inputs | (Level 3) | ||||||||||||||||||||||
markets | (Level 2) | |||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||
Investment in non-marketable security | $ | 600 | $ | — | $ | — | $ | 600 | $ | 1,400 | ||||||||||||||
Financial instruments not carried at fair value but requiring fair value disclosure | The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2014 and 2013: | |||||||||||||||||||||||
As of December 31, 2014 | As of December 31, 2013 | |||||||||||||||||||||||
(in thousands) | Face | Carrying Value | Fair | Face | Carrying Value | Fair | ||||||||||||||||||
Value | Value | Value | Value | |||||||||||||||||||||
5% Convertible Senior Notes due 2014 | $ | — | $ | — | $ | — | $ | 172,500 | $ | 164,047 | $ | 175,821 | ||||||||||||
1.125% Convertible Senior Notes due 2018 | 138,000 | 115,089 | 159,293 | 138,000 | 109,629 | 142,427 | ||||||||||||||||||
Balance_Sheet_Details_Tables
Balance Sheet Details (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||
Components of property, plant and equipment, net | Property, plant and equipment, net is comprised of the following: | |||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Building | $ | 40,320 | $ | 40,320 | ||||
Computer software | 21,412 | 22,068 | ||||||
Computer equipment | 27,744 | 29,869 | ||||||
Furniture and fixtures | 13,464 | 12,360 | ||||||
Leasehold improvements | 7,052 | 7,024 | ||||||
Machinery | 11,699 | 11,533 | ||||||
Construction in progress | 425 | 282 | ||||||
122,116 | 123,456 | |||||||
Less accumulated depreciation and amortization | (58,093 | ) | (50,814 | ) | ||||
$ | 64,023 | $ | 72,642 | |||||
Schedule of accumulated other comprehensive Income (Loss) | Accumulated other comprehensive loss is comprised of the following: | |||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Foreign currency translation adjustments, net of tax | $ | 86 | $ | 86 | ||||
Unrealized loss on available-for-sale securities, net of tax | (488 | ) | (391 | ) | ||||
Total | $ | (402 | ) | $ | (305 | ) |
Convertible_Notes_Tables
Convertible Notes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Schedule of convertible notes | The Company’s convertible notes are shown in the following table. | |||||||||||
(Dollars in thousands) | As of December 31, 2014 | As of December 31, 2013 | ||||||||||
1.125% Convertible Senior Notes due 2018 | $ | 138,000 | $ | 138,000 | ||||||||
5% Convertible Senior Notes due 2014 | — | 172,500 | ||||||||||
Total principal amount of convertible notes | 138,000 | 310,500 | ||||||||||
Unamortized discount - 2018 Notes | (22,911 | ) | (28,371 | ) | ||||||||
Unamortized discount - 2014 Notes | — | (8,453 | ) | |||||||||
Total unamortized discount | $ | (22,911 | ) | $ | (36,824 | ) | ||||||
Total convertible notes | $ | 115,089 | $ | 273,676 | ||||||||
Less current portion | — | 164,047 | ||||||||||
Total long-term convertible notes | $ | 115,089 | $ | 109,629 | ||||||||
Schedule of interest expense on notes | Interest expense related to the notes for the years ended December 31, 2014, 2013 and 2012 was as follows: | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
2018 Notes coupon interest at a rate of 1.125% | $ | 1,567 | $ | 582 | $ | — | ||||||
2018 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 5.5% | $ | 6,019 | 2,171 | — | ||||||||
2014 Notes coupon interest at a rate of 5% | 3,929 | 8,625 | 8,625 | |||||||||
2014 Notes amortization of discount at an additional effective interest rate of 11.7% | 8,744 | 17,126 | 14,695 | |||||||||
Total interest expense on convertible notes | $ | 20,259 | $ | 28,504 | $ | 23,320 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||
Company's material contractual obligations | As of December 31, 2014, the Company’s material contractual obligations are as follows (in thousands): | |||||||||||||||||||||||||||
Total | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | ||||||||||||||||||||||
Contractual obligations (1) | ||||||||||||||||||||||||||||
Imputed financing obligation (2) | $ | 34,387 | $ | 6,011 | $ | 6,156 | $ | 6,302 | $ | 6,447 | $ | 6,602 | $ | 2,869 | ||||||||||||||
Leases and other contractual obligations | 9,839 | 6,403 | 1,763 | 1,333 | 340 | — | — | |||||||||||||||||||||
Software licenses (3) | 7,098 | 5,350 | 1,748 | — | — | — | — | |||||||||||||||||||||
Acquisition retention bonuses (4) | 70 | 70 | — | — | — | — | ||||||||||||||||||||||
Convertible notes | 138,000 | — | — | — | 138,000 | — | — | |||||||||||||||||||||
Interest payments related to convertible notes | 6,211 | 1,553 | 1,553 | 1,553 | 1,552 | — | — | |||||||||||||||||||||
Total | $ | 195,605 | $ | 19,387 | $ | 11,220 | $ | 9,188 | $ | 146,339 | $ | 6,602 | $ | 2,869 | ||||||||||||||
______________________________________ | ||||||||||||||||||||||||||||
-1 | The above table does not reflect possible payments in connection with uncertain tax benefits of approximately $19.9 million including $17.8 million recorded as a reduction of long-term deferred tax assets and $2.1 million in long-term income taxes payable, as of December 31, 2014. As noted below in Note 17, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. | |||||||||||||||||||||||||||
-2 | With respect to the imputed financing obligation, the main components of the difference between the amount reflected in the contractual obligations table and the amount reflected on the Consolidated Balance Sheets are the interest on the imputed financing obligation and the estimated common area expenses over the future periods. The amount includes the amended Ohio lease and the amended Sunnyvale lease. | |||||||||||||||||||||||||||
-3 | The Company has commitments with various software vendors for non-cancellable agreements generally having terms longer than one year. | |||||||||||||||||||||||||||
-4 | In connection with acquisitions, the Company is obligated to pay retention bonuses to certain employees and contractors, subject to certain eligibility and acceleration provisions including the condition of employment. The last payment of CRD retention bonuses was paid in cash during 2014. |
Equity_Incentive_Plans_and_Sto1
Equity Incentive Plans and Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||
Shares available for grant under stock-based incentive plans | A summary of shares available for grant under the Company’s plans is as follows: | ||||||||||||||
Shares Available for Grant | |||||||||||||||
Shares available as of December 31, 2011 | 2,812,876 | ||||||||||||||
Increase in shares approved for issuance | 6,500,000 | ||||||||||||||
Stock options granted (2) | -7,789,220 | ||||||||||||||
Stock options forfeited (3) | 2,610,812 | ||||||||||||||
Stock options expired under former plans | -576,763 | ||||||||||||||
Nonvested equity stock and stock units granted (1) | -1,113,014 | ||||||||||||||
Nonvested equity stock and stock units forfeited (1) | 284,468 | ||||||||||||||
Total shares available for grant as of December 31, 2012 | 2,729,159 | ||||||||||||||
Stock options granted | -2,084,276 | ||||||||||||||
Stock options forfeited | 3,318,022 | ||||||||||||||
Stock options expired under former plans | -1,157,419 | ||||||||||||||
Nonvested equity stock and stock units granted (1) | -709,611 | ||||||||||||||
Nonvested equity stock and stock units forfeited (1) | 431,553 | ||||||||||||||
Total shares available for grant as of December 31, 2013 | 2,527,428 | ||||||||||||||
Increase in shares approved for issuance | 10,000,000 | ||||||||||||||
Stock options granted | -2,370,313 | ||||||||||||||
Stock options forfeited | 1,400,349 | ||||||||||||||
Stock options expired under former plans | -373,043 | ||||||||||||||
Nonvested equity stock and stock units granted (1) | -585,753 | ||||||||||||||
Nonvested equity stock and stock units forfeited (1) | 125,560 | ||||||||||||||
Total shares available for grant as of December 31, 2014 | 10,724,228 | ||||||||||||||
______________________________________ | |||||||||||||||
-1 | For purposes of determining the number of shares available for grant under the 2006 Plan against the maximum number of shares authorized, each restricted stock granted reduces the number of shares available for grant by 1.5 shares and each restricted stock forfeited increases shares available for grant by 1.5 shares. | ||||||||||||||
-2 | Amount includes 2,840,986 shares that were granted from the stock option exchange program (discussed below). | ||||||||||||||
-3 | Amount excludes 6,449,255 shares that were surrendered from the stock option exchange program (discussed below) as the shares are no longer available for grant. | ||||||||||||||
Schedule of stock option activity | The following table summarizes stock option activity under the stock option plans for the years ended December 31, 2014, 2013 and 2012 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of December 31, 2014. | ||||||||||||||
Options Outstanding | Weighted Average Remaining Contractual Term | ||||||||||||||
Number of Shares | Weighted Average Exercise Price per Share | Aggregate Intrinsic Value | |||||||||||||
(Dollars in thousands, except per share amounts) | |||||||||||||||
Outstanding as of December 31, 2011 | 14,587,596 | $ | 19.73 | ||||||||||||
Options granted | 7,789,220 | $ | 5.81 | ||||||||||||
Options exercised | -221,934 | $ | 4.44 | ||||||||||||
Options forfeited | -2,610,812 | $ | 10.91 | ||||||||||||
Options surrendered in stock option exchange program | -6,449,255 | $ | 21.11 | ||||||||||||
Outstanding as of December 31, 2012 | 13,094,815 | $ | 12.79 | ||||||||||||
Options granted | 2,084,276 | $ | 6.09 | ||||||||||||
Options exercised | -483,923 | $ | 6.72 | ||||||||||||
Options forfeited | -3,318,022 | $ | 14.51 | ||||||||||||
Outstanding as of December 31, 2013 | 11,377,146 | $ | 11.32 | ||||||||||||
Options granted | 2,370,313 | $ | 9.63 | ||||||||||||
Options exercised | -905,464 | $ | 6.93 | ||||||||||||
Options forfeited | -1,400,349 | $ | 16.13 | ||||||||||||
Outstanding as of December 31, 2014 | 11,441,646 | $ | 10.73 | 5.9 | $ | 35,073 | |||||||||
Vested or expected to vest at December 31, 2014 | 10,867,966 | $ | 10.86 | 5.8 | $ | 33,266 | |||||||||
Options exercisable at December 31, 2014 | 6,306,425 | $ | 13.41 | 4.1 | $ | 14,970 | |||||||||
Schedule of shares authorized under Stock Option Plans, by exercise price range | The following table summarizes the information about stock options outstanding and exercisable as of December 31, 2014: | ||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||
Range of Exercise Prices | Number Outstanding | Weighted Average Remaining | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | ||||||||||
Contractual Life (in years) | |||||||||||||||
$4.13 – $5.39 | 965,606 | 7.6 | $ | 4.39 | 111,457 | $ | 4.81 | ||||||||
$5.46 – $5.46 | 1,146,916 | 8 | $ | 5.46 | 488,272 | $ | 5.46 | ||||||||
$5.49 – $5.49 | 35,932 | 8.2 | $ | 5.49 | 14,341 | $ | 5.49 | ||||||||
$5.63 – $5.63 | 1,229,750 | 4.3 | $ | 5.63 | 988,752 | $ | 5.63 | ||||||||
$5.76– $5.76 | 1,244,879 | 7.5 | $ | 5.76 | 384,739 | $ | 5.76 | ||||||||
$6.39– $8.55 | 1,298,963 | 6.1 | $ | 7.72 | 972,139 | $ | 7.83 | ||||||||
$8.73 – $8.73 | 74,428 | 8.8 | $ | 8.73 | 15,982 | $ | 8.73 | ||||||||
$8.76 – $8.76 | 1,564,545 | 9.1 | $ | 8.76 | 286,198 | $ | 8.76 | ||||||||
$8.91 – $14.75 | 1,185,737 | 7 | $ | 12.02 | 428,013 | $ | 12.64 | ||||||||
$14.86 – $40.80 | 2,694,890 | 1.9 | $ | 22 | 2,616,532 | $ | 22.11 | ||||||||
$4.13 – $40.80 | 11,441,646 | 5.9 | $ | 10.73 | 6,306,425 | $ | 13.41 | ||||||||
Weighted-average assumptions for Stock Option Plans | The following table presents the weighted-average assumptions used to estimate the fair value of stock options granted that contain only service conditions in the periods presented. The assumptions used to estimate the fair value of stock options granted under the stock option exchange program are excluded from the following: | ||||||||||||||
Stock Option Plans for Years Ended December 31, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||
Stock Option Plans | |||||||||||||||
Expected stock price volatility | 40%-44% | 45%-47% | 57%-68% | ||||||||||||
Risk free interest rate | 2.1%-2.2% | 0.8%-1.5% | 0.6%-0.9% | ||||||||||||
Expected term (in years) | 6.0-6.1 | 5.4-5.5 | 5.5-5.7 | ||||||||||||
Weighted-average fair value of stock options granted | $4.26 | $2.60 | $3.57 | ||||||||||||
Weighted-average assumptions for Employee Stock Purchase Plan | |||||||||||||||
Employee Stock Purchase Plan for Years Ended December 31, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||
Employee Stock Purchase Plan | |||||||||||||||
Expected stock price volatility | 39%-44% | 44%-48% | 56%-63% | ||||||||||||
Risk free interest rate | 0.0%-0.1% | 0.10% | 0.20% | ||||||||||||
Expected term (in years) | 0.02-0.5 | 0.5 | 0.5 | ||||||||||||
Weighted-average fair value of purchase rights granted under the purchase plan | $3.57 | $1.96 | $1.58 | ||||||||||||
Activity related to nonvested equity stock and stock units | The following table reflects the activity related to nonvested equity stock and stock units for the three years ended December 31, 2014: | ||||||||||||||
Nonvested Equity Stock and Stock Units | Shares | Weighted-Average | |||||||||||||
Grant-Date Fair Value | |||||||||||||||
Nonvested at December 31, 2011 | 763,510 | $ | 18.02 | ||||||||||||
Granted | 742,009 | $ | 6.43 | ||||||||||||
Vested | -393,383 | $ | 17.38 | ||||||||||||
Forfeited | -189,645 | $ | 11.77 | ||||||||||||
Nonvested at December 31, 2012 | 922,491 | $ | 10.24 | ||||||||||||
Granted | 473,074 | $ | 6.92 | ||||||||||||
Vested | -478,214 | $ | 9.81 | ||||||||||||
Forfeited | -287,702 | $ | 9.18 | ||||||||||||
Nonvested at December 31, 2013 | 629,649 | $ | 8.56 | ||||||||||||
Granted | 390,502 | $ | 10.4 | ||||||||||||
Vested | -262,580 | $ | 9.85 | ||||||||||||
Forfeited | -83,707 | $ | 7.69 | ||||||||||||
Nonvested at December 31, 2014 | 673,864 | $ | 9.23 | ||||||||||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Two Thousand Twelve Plan [Member] | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Schedule of Restructuring and Related Costs | The following table summarizes the 2012 Plan restructuring activities during the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
Employee | Facilities | Total | |||||||||||
Severance | |||||||||||||
and Related Benefits | |||||||||||||
(in thousands) | |||||||||||||
Balance at December 31, 2011 | $ | — | $ | — | $ | — | |||||||
Charges | 7,301 | — | 7,301 | ||||||||||
Payments | (6,395 | ) | — | (6,395 | ) | ||||||||
Balance at December 31, 2012 | $ | 906 | $ | — | $ | 906 | |||||||
Charges | 136 | 1,960 | 2,096 | ||||||||||
Payments | (958 | ) | (1,307 | ) | (2,265 | ) | |||||||
Non-cash settlements | — | (653 | ) | * | (653 | ) | |||||||
Balance at December 31, 2013 | $ | 84 | $ | — | $ | 84 | |||||||
Payments | (84 | ) | — | (84 | ) | ||||||||
Balance at December 31, 2014 | $ | — | $ | — | $ | — | |||||||
______________________________________ | |||||||||||||
*The non-cash charge of $653 thousand is related to the termination of the Company's financing obligation associated with abandoning a construction asset at one of its facilities. | |||||||||||||
Two Thousand Thirteen Restructuring Plan [Member] | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Schedule of Restructuring and Related Costs | The following table summarizes the 2013 Plan restructuring activities during the years ended December 31, 2014 and 2013: | ||||||||||||
Employee | Facilities | Total | |||||||||||
Severance | |||||||||||||
and Related Benefits | |||||||||||||
(In thousands) | |||||||||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | — | |||||||
Charges | 3,255 | 195 | 3,450 | ||||||||||
Payments | (1,523 | ) | (62 | ) | (1,585 | ) | |||||||
Balance at December 31, 2013 | $ | 1,732 | $ | 133 | $ | 1,865 | |||||||
Charges | 39 | — | 39 | ||||||||||
Payments | (1,771 | ) | (133 | ) | (1,904 | ) | |||||||
Balance at December 31, 2014 | $ | — | — | $ | — | ||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||||||||||||||
Schedule of income before income tax | Income before taxes consisted of the following: | ||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
(In thousands) | |||||||||||||||||
Domestic | $ | 49,173 | $ | (12,535 | ) | $ | (61,036 | ) | |||||||||
Foreign | 1,077 | 518 | (56,849 | ) | |||||||||||||
$ | 50,250 | $ | (12,017 | ) | $ | (117,885 | ) | ||||||||||
Components of provision for (benefit from) income taxes | The provision for income taxes is comprised of: | ||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
(In thousands) | |||||||||||||||||
Federal: | |||||||||||||||||
Current | $ | 19,386 | $ | 19,319 | $ | 15,048 | |||||||||||
Deferred | 2,337 | 2,200 | 587 | ||||||||||||||
State: | |||||||||||||||||
Current | 713 | 47 | (2,868 | ) | |||||||||||||
Deferred | — | (501 | ) | 2,934 | |||||||||||||
Foreign: | |||||||||||||||||
Current | 1,640 | 446 | 543 | ||||||||||||||
Deferred | (27 | ) | 220 | 207 | |||||||||||||
$ | 24,049 | $ | 21,731 | $ | 16,451 | ||||||||||||
Schedule of effective income tax rate reconciliation | The differences between Rambus’ effective tax rate and the U.S. federal statutory regular tax rate are as follows: | ||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expense (benefit) at U.S. federal statutory rate | 35 | % | (35.0 | )% | (35.0 | )% | |||||||||||
Expense (benefit) at state statutory rate | 1 | (3.3 | ) | 0.1 | |||||||||||||
Withholding tax | 38.6 | 160.4 | 13.3 | ||||||||||||||
Foreign rate differential | 2.5 | 4.1 | 17.4 | ||||||||||||||
Research and development (“R&D”) credit | (6.1 | ) | (36.7 | ) | — | ||||||||||||
Executive compensation | 0.2 | 0.8 | 0.3 | ||||||||||||||
Non-deductible stock-based compensation | 1.4 | 2.5 | 0.7 | ||||||||||||||
Foreign tax credit | (38.7 | ) | (163.3 | ) | (13.3 | ) | |||||||||||
Capitalized merger and acquisition costs | — | — | 0.3 | ||||||||||||||
Other | 0.6 | (1.0 | ) | (2.2 | ) | ||||||||||||
Valuation allowance | 13.4 | 252.3 | 32.4 | ||||||||||||||
47.9 | % | 180.8 | % | 14 | % | ||||||||||||
Components of the net deferred tax assets | The components of the net deferred tax assets are as follows: | ||||||||||||||||
As of December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Depreciation and amortization | $ | 29,099 | $ | 28,093 | |||||||||||||
Other liabilities and reserves | 9,916 | 18,578 | |||||||||||||||
Deferred equity compensation | 29,511 | 33,837 | |||||||||||||||
Net operating loss carryovers | 12,307 | 27,752 | |||||||||||||||
Tax credits | 116,658 | 100,052 | |||||||||||||||
Total gross deferred tax assets | 197,491 | 208,312 | |||||||||||||||
Convertible debt | -8,092 | -13,000 | |||||||||||||||
Total net deferred tax assets | 189,399 | 195,312 | |||||||||||||||
Valuation allowance | (193,874 | ) | (192,823 | ) | |||||||||||||
Net deferred tax assets (liabilities) | $ | (4,475 | ) | $ | 2,489 | ||||||||||||
As of December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Reported as: | |||||||||||||||||
Current deferred tax assets | $ | 187 | $ | 205 | |||||||||||||
Current deferred tax liabilities | (1,131 | ) | (791 | ) | |||||||||||||
Non-current deferred tax assets | 536 | 4,797 | |||||||||||||||
Non-current deferred tax liabilities | (4,067 | ) | (1,722 | ) | |||||||||||||
Net deferred tax assets (liabilities) | $ | (4,475 | ) | $ | 2,489 | ||||||||||||
Summary of valuation allowance | The following table presents the tax valuation allowance information for the years ended December 31, 2014, December 31, 2013 and December 31, 2012: | ||||||||||||||||
Balance at Beginning of Period | Charged (Credited) to Operations | Charged to Other Account* | Utilized | Balance at End of Period | |||||||||||||
Tax Valuation Allowance | |||||||||||||||||
Year ended December 31, 2012 | $ | 130,548 | — | 54,269 | — | $ | 184,817 | ||||||||||
Year ended December 31, 2013 | $ | 184,817 | — | 8,006 | — | $ | 192,823 | ||||||||||
Year ended December 31, 2014 | $ | 192,823 | — | 1,051 | — | $ | 193,874 | ||||||||||
______________________________________ | |||||||||||||||||
* | Amounts not charged to operations are charged to other comprehensive income or deferred tax assets (liabilities). | ||||||||||||||||
Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits | A reconciliation of the beginning and ending amounts of unrecognized income tax benefits for the years ended December 31, 2014, 2013 and 2012 is as follows (amounts in thousands): | ||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Balance at January 1 | $ | 18,794 | $ | 16,773 | $ | 16,610 | |||||||||||
Tax positions related to current year: | |||||||||||||||||
Additions | 1,134 | 1,156 | 589 | ||||||||||||||
Tax positions related to prior years: | |||||||||||||||||
Additions | 531 | 956 | 1,521 | ||||||||||||||
Reductions | (556 | ) | (91 | ) | (1,947 | ) | |||||||||||
Settlements | — | — | — | ||||||||||||||
Balance at December 31 | $ | 19,903 | $ | 18,794 | $ | 16,773 | |||||||||||
Agreement_with_SK_hynix_Agreem
Agreement with SK hynix Agreement (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
SK Hynix [Member] | ||||||||||||||||||||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||||||||||||||||||||||
Estimated fair value of settlement | The estimated SK hynix Fair Value is determined as follows: | |||||||||||||||||||||||||||||||
(in millions) | Estimated SK hynix Fair Value | |||||||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 4 | ||||||||||||||||||||||||||||||
Settlement of past infringement | 280 | |||||||||||||||||||||||||||||||
License agreement | 250 | |||||||||||||||||||||||||||||||
Total SK hynix Fair Value | $ | 534 | ||||||||||||||||||||||||||||||
Allocated consideration of settlement agreement | Based on the estimated SK hynix Fair Value, the total consideration of $240.0 million was allocated to the following elements: | |||||||||||||||||||||||||||||||
(in millions) | Allocated Consideration | |||||||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 1.9 | ||||||||||||||||||||||||||||||
Settlement of past infringement | 125.8 | |||||||||||||||||||||||||||||||
License agreement | 112.3 | |||||||||||||||||||||||||||||||
Total consideration | $ | 240 | ||||||||||||||||||||||||||||||
Schedule of cash receipts | The cash receipts and remaining future cash receipts from the agreements with SK hynix are expected to be recognized as follows assuming no adjustments to the payments under the terms of the agreements: | |||||||||||||||||||||||||||||||
Received | Estimated to Be Received in | Total Estimated | ||||||||||||||||||||||||||||||
in | Cash Receipts | |||||||||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | 2018 | |||||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||||||
Royalty revenue | $ | 23.6 | $ | 47.3 | $ | 47.3 | $ | 47.9 | $ | 48 | $ | 24 | $ | 238.1 | ||||||||||||||||||
Gain from settlement | 0.4 | 0.7 | 0.7 | 0.1 | — | — | 1.9 | |||||||||||||||||||||||||
Total | $ | 24 | $ | 48 | $ | 48 | $ | 48 | $ | 48 | $ | 24 | $ | 240 | ||||||||||||||||||
Micron Agreement [Member] | ||||||||||||||||||||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||||||||||||||||||||||
Estimated fair value of settlement | The estimated Micron Fair Value is determined as follows: | |||||||||||||||||||||||||||||||
(in millions) | Estimated Micron Fair Value | |||||||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 8 | ||||||||||||||||||||||||||||||
Settlement of past infringement | 235 | |||||||||||||||||||||||||||||||
License agreement | 440 | |||||||||||||||||||||||||||||||
Total Micron Fair Value | $ | 683 | ||||||||||||||||||||||||||||||
Allocated consideration of settlement agreement | Based on the estimated Micron Fair Value, the total consideration of $280.0 million was allocated to the following elements: | |||||||||||||||||||||||||||||||
(in millions) | Allocated Consideration | |||||||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 3.3 | ||||||||||||||||||||||||||||||
Settlement of past infringement | 96.3 | |||||||||||||||||||||||||||||||
License agreement | 180.4 | |||||||||||||||||||||||||||||||
Total consideration | $ | 280 | ||||||||||||||||||||||||||||||
Schedule of cash receipts | The cash receipts and remaining future cash receipts from the agreements with Micron are expected to be recognized as follows assuming no adjustments to the payments under the terms of the agreements: | |||||||||||||||||||||||||||||||
Received | Estimated to Be Received in | Total Estimated | ||||||||||||||||||||||||||||||
in | Cash Receipts | |||||||||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 and thereafter | ||||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||||||
Royalty revenue | $ | 5.3 | $ | 38.7 | $ | 38.7 | $ | 39.5 | $ | 40 | $ | 40 | $ | 74.5 | $ | 276.7 | ||||||||||||||||
Gain from settlement | 0.2 | 1.3 | 1.3 | 0.5 | — | — | — | 3.3 | ||||||||||||||||||||||||
Total | $ | 5.5 | $ | 40 | $ | 40 | $ | 40 | $ | 40 | $ | 40 | $ | 74.5 | $ | 280 | ||||||||||||||||
CONSOLIDATED_SUPPLEMENTARY_FIN1
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Schedule of quarterly statements of operations | RAMBUS INC. | |||||||||||||||||||||||||||||||
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA | ||||||||||||||||||||||||||||||||
Quarterly Statements of Operations | ||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | Sept. 30, 2014 | 30-Jun-14 | 31-Mar-14 | Dec. 31, 2013 | Sept. 30, 2013 | 30-Jun-13 | 31-Mar-13 | |||||||||||||||||||||||||
(In thousands, except for per share amounts) | ||||||||||||||||||||||||||||||||
Total revenue | $ | 72,040 | $ | 69,712 | $ | 76,518 | $ | 78,288 | $ | 73,422 | $ | 73,294 | $ | 57,919 | $ | 66,866 | ||||||||||||||||
Total operating costs and expenses (1) (2) | $ | 54,455 | $ | 55,244 | $ | 56,414 | $ | 55,099 | $ | 67,208 | $ | 64,229 | $ | 52,175 | $ | 65,425 | ||||||||||||||||
Operating income | $ | 17,585 | $ | 14,468 | $ | 20,104 | $ | 23,189 | $ | 6,214 | $ | 9,065 | $ | 5,744 | $ | 1,441 | ||||||||||||||||
Net income (loss) | $ | 7,841 | $ | 5,513 | $ | 5,043 | $ | 7,804 | $ | (9,777 | ) | $ | (5,725 | ) | $ | (7,844 | ) | $ | (10,402 | ) | ||||||||||||
Net income (loss) per share — basic | $ | 0.07 | $ | 0.05 | $ | 0.04 | $ | 0.07 | $ | (0.09 | ) | $ | (0.05 | ) | (0.07 | ) | $ | (0.09 | ) | |||||||||||||
Net income (loss) per share — diluted | $ | 0.07 | $ | 0.05 | $ | 0.04 | $ | 0.07 | $ | (0.09 | ) | $ | (0.05 | ) | (0.07 | ) | $ | (0.09 | ) | |||||||||||||
Shares used in per share calculations — basic | 115,024 | 114,523 | 114,116 | 113,590 | 113,217 | 112,640 | 112,183 | 111,599 | ||||||||||||||||||||||||
Shares used in per share calculations — diluted | 117,620 | 118,206 | 117,398 | 116,629 | 113,217 | 112,640 | 112,183 | 111,599 | ||||||||||||||||||||||||
______________________________________ | ||||||||||||||||||||||||||||||||
-1 | The quarterly financial information includes the following amounts related to the impairment of goodwill and long-lived assets as follows: $9.7 million in the quarter ended December 31, 2013 and $8.1 million in the quarter ended September 30, 2013. Refer to Note 6, "Intangible Assets and Goodwill" of Notes to Consolidated Financial Statements of this Form 10-K. | |||||||||||||||||||||||||||||||
-2 | The quarterly financial information includes the following amounts related to restructuring charges as follows: $2.2 million in the quarter ended December 31, 2013, $1.1 million in the quarter ended September 30, 2013, and $2.2 million in the quarter ended March 31, 2013. Refer to Note 16, "Restructuring Charges" of Notes to Consolidated Financial Statements of this Form 10-K. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Weighted Average Number of Shares Outstanding, Basic [Abstract] | |||||||||||
Basic (in shares) | 115,024 | 114,523 | 114,116 | 113,590 | 113,217 | 112,640 | 112,183 | 111,599 | 114,318 | 112,415 | 110,769 |
Financial Statement Presentation | |||||||||||
Maximum ownership percentage | 20.00% | ||||||||||
Royalty Revenue | |||||||||||
Number of types of royalty revenue streams | 2 | ||||||||||
Stock-Based Compensation and Equity Incentive Plans | |||||||||||
Discount from the fair market value (as a percent) | 15.00% | ||||||||||
Cash and Cash Equivalents | |||||||||||
Maximum original maturity of cash equivalents (in months) | 3 months | ||||||||||
Minimum | |||||||||||
Intangible Assets | |||||||||||
Useful life (in years) | 1 year | 1 year | |||||||||
Maximum | |||||||||||
Intangible Assets | |||||||||||
Useful life (in years) | 10 years | 10 years |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2014 | |
Computer equipment | |
Property, plant and equipment | |
Property, plant and equipment, estimated useful life (in years) | 3 years |
Machinery | |
Property, plant and equipment | |
Property, plant and equipment, estimated useful life (in years) | 7 years |
Furniture and fixtures | |
Property, plant and equipment | |
Property, plant and equipment, estimated useful life (in years) | 3 years |
Building | |
Property, plant and equipment | |
Property, plant and equipment, estimated useful life (in years) | 39 years |
Minimum | Computer software | |
Property, plant and equipment | |
Property, plant and equipment, estimated useful life (in years) | 3 years |
Maximum | Computer software | |
Property, plant and equipment | |
Property, plant and equipment, estimated useful life (in years) | 5 years |
Recent_Accounting_Pronouncemen1
Recent Accounting Pronouncement Income Tax Holiday (Details) (USD $) | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Holiday [Line Items] | |||||
Reclassification of Unrecognized Tax Benefit Amount | $4,700,000 | ||||
Unrecognized Tax Benefits | $19,903,000 | $18,794,000 | $16,773,000 | $16,610,000 |
Earnings_Loss_Per_Share_Detail
Earnings (Loss) Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator: | |||||||||||
Net income (loss) | $7,841 | $5,513 | $5,043 | $7,804 | ($9,777) | ($5,725) | ($7,844) | ($10,402) | $26,201 | ($33,748) | ($134,336) |
Denominator: | |||||||||||
Weighted-average common shares outstanding, Basic (in shares) | 115,024 | 114,523 | 114,116 | 113,590 | 113,217 | 112,640 | 112,183 | 111,599 | 114,318 | 112,415 | 110,769 |
Effect of potential dilutive common shares | 3,306 | 0 | 0 | ||||||||
Denominator: | |||||||||||
Weighted-average commone chares outstanding, Diluted (in shares) | 117,620 | 118,206 | 117,398 | 116,629 | 113,217 | 112,640 | 112,183 | 111,599 | 117,624 | 112,415 | 110,769 |
Earnings Per Share, Basic | $0.23 | ($0.30) | ($1.21) | ||||||||
Earnings Per Share, Diluted | $0.22 | ($0.30) | ($1.21) |
Earnings_Loss_Per_Share_Detail1
Earnings (Loss) Per Share (Details 2) (USD $) | 12 Months Ended | ||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Jun. 29, 2009 | Aug. 16, 2013 |
Anti-dilutive shares excluded from calculation of earnings per share | |||||
Dilutive Potential Securities Excluded from Computation of EPS Amount Due to Loss | 3.3 | 6.8 | |||
Options | |||||
Anti-dilutive shares excluded from calculation of earnings per share | |||||
Anti-dilutive shares excluded from calculation of earnings per share | 7.3 | 12.2 | 5.6 | ||
Convertible notes | 5% Convertible Senior Notes due 2014 | |||||
Anti-dilutive shares excluded from calculation of earnings per share | |||||
Stated Interest rate (as a percent) | 5.00% | ||||
Initial conversion price of notes (in dollars per share) | $19.31 | ||||
Convertible notes | 1.125% Convertible Senior Notes due 2018 | |||||
Anti-dilutive shares excluded from calculation of earnings per share | |||||
Stated Interest rate (as a percent) | 1.13% | 1.13% | |||
Initial conversion price of notes (in dollars per share) | $12.07 |
Acquisitions_Details_1
Acquisitions (Details 1) (USD $) | 1 Months Ended | 12 Months Ended | |
Feb. 29, 2012 | Dec. 31, 2012 | Feb. 03, 2012 | |
Item | |||
Patent | |||
Unity | |||
Retention bonus payable to Unity Employees | $5,000,000 | ||
Retention bonus payable to Unity employees (in years) | 3 years | ||
Related transaction costs | 600,000 | ||
Cash | 182,000 | ||
Property and equipment | 51,000 | ||
Other tangible assets | 36,000 | ||
Identified intangible assets | 19,280,000 | ||
Goodwill | 15,451,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 35,000,000 | ||
Estimated average useful life (in years) for intangible assets | 10 years | ||
Other business acquisition | |||
Identified intangible assets | 4,100,000 | ||
Goodwill | 8,100,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 13,200,000 | ||
Estimated average useful life (in years) for intangible assets | 6 years | ||
Number of businesses acquired | 1 | ||
Number of patent and technology acquisitions | 2 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $1,000,000 |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Goodwill information | ||||||
Impairment charge for tangible and intangible assets | $9,700,000 | |||||
Terminal growth rate for key assumptions used in applying income approach | 3.00% | 3.00% | ||||
Goodwill information for each reporting unit | ||||||
Balance at the beginning of the period | 116,899,000 | 124,969,000 | ||||
Addition to goodwill | 0 | 0 | ||||
Goodwill impairment charge | 0 | 8,070,000 | ||||
Balance at the end of the period | 116,899,000 | 116,899,000 | 116,899,000 | |||
Intellectual Property [Member] | ||||||
Goodwill information | ||||||
Assets held for sale | 2,300,000 | |||||
LDT | ||||||
Goodwill information | ||||||
Impairment charge | 4,000,000 | 15,400,000 | ||||
Impairment charge for tangible and intangible assets | 21,800,000 | |||||
Remaining long-lived assets | 12,900,000 | 12,900,000 | ||||
Goodwill information for each reporting unit | ||||||
Goodwill impairment charge | 13,700,000 | |||||
LDT | Building Improvements | ||||||
Goodwill information | ||||||
Tangible asset impairment charges | 3,500,000 | 5,800,000 | ||||
LDT | Machinery | ||||||
Goodwill information | ||||||
Tangible asset impairment charges | 500,000 | |||||
LDT | Computer software | ||||||
Goodwill information | ||||||
Tangible asset impairment charges | 200,000 | 600,000 | ||||
MID | ||||||
Goodwill information | ||||||
Fair value of goodwill | 19,900,000 | 19,900,000 | 19,900,000 | |||
Percentage of fair value in excess of carrying amount | 480.00% | 511.00% | 480.00% | |||
Discount rates for key assumptions used in applying income approach | 15.00% | 14.00% | ||||
Goodwill information for each reporting unit | ||||||
Balance at the beginning of the period | 19,905,000 | 19,905,000 | ||||
Addition to goodwill | 0 | 0 | ||||
Goodwill impairment charge | 0 | 0 | ||||
Balance at the end of the period | 19,905,000 | 19,905,000 | 19,905,000 | |||
ESD Segment [Member] | ||||||
Goodwill information | ||||||
Discount rates for key assumptions used in applying income approach | 36.00% | |||||
Goodwill information for each reporting unit | ||||||
Goodwill impairment charge | 8,100,000 | |||||
CRI | ||||||
Goodwill information | ||||||
Impairment charge | 1,500,000 | |||||
Remaining long-lived assets | 99,400,000 | 99,400,000 | ||||
Fair value of goodwill | 97,000,000 | 97,000,000 | 97,000,000 | |||
Percentage of fair value in excess of carrying amount | 44.00% | 53.00% | 44.00% | |||
Discount rates for key assumptions used in applying income approach | 22.00% | 21.00% | ||||
Goodwill information for each reporting unit | ||||||
Balance at the beginning of the period | 96,994,000 | 96,994,000 | ||||
Addition to goodwill | 0 | 0 | ||||
Goodwill impairment charge | 0 | 0 | ||||
Balance at the end of the period | 96,994,000 | 96,994,000 | 96,994,000 | |||
Other | ||||||
Goodwill information for each reporting unit | ||||||
Balance at the beginning of the period | 8,070,000 | |||||
Addition to goodwill | 0 | |||||
Goodwill impairment charge | 8,070,000 | |||||
Balance at the end of the period | $0 | $0 | $0 | |||
Minimum | ||||||
Goodwill information | ||||||
Discount rates for key assumptions used in applying income approach | 20.00% | |||||
Maximum | ||||||
Goodwill information | ||||||
Discount rates for key assumptions used in applying income approach | 35.00% |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill (Goodwill Information) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | $138,669 | $138,669 | |
Goodwill, Impaired, Accumulated Impairment Loss | -21,770 | -21,770 | |
Net Carrying Amount | 116,899 | 116,899 | 124,969 |
MID | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 19,905 | 19,905 | |
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 | |
Net Carrying Amount | 19,905 | 19,905 | 19,905 |
CRI | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 96,994 | 96,994 | |
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 | |
Net Carrying Amount | 96,994 | 96,994 | 96,994 |
Other | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 21,770 | 21,770 | |
Goodwill, Impaired, Accumulated Impairment Loss | -21,770 | -21,770 | |
Net Carrying Amount | $0 | $0 | $8,070 |
Intangible_Assets_and_Goodwill4
Intangible Assets and Goodwill (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Components of intangible assets | |||
Gross Carrying Amount | $216,714 | $217,595 | |
Accumulated Amortization | -127,343 | -100,423 | |
Finite-lived intangible assets | 89,371 | 117,172 | |
Amortization expense for intangible assets | 26,618 | 28,909 | 30,345 |
Minimum | |||
Components of intangible assets | |||
Useful Life (in years) | 1 year | 1 year | |
Maximum | |||
Components of intangible assets | |||
Useful Life (in years) | 10 years | 10 years | |
Existing technology | |||
Components of intangible assets | |||
Gross Carrying Amount | 185,321 | 186,202 | |
Accumulated Amortization | -104,426 | -80,961 | |
Finite-lived intangible assets | 80,895 | 105,241 | |
Existing technology | Minimum | |||
Components of intangible assets | |||
Useful Life (in years) | 3 years | 3 years | |
Existing technology | Maximum | |||
Components of intangible assets | |||
Useful Life (in years) | 10 years | 10 years | |
Customer contracts and contractual relationships | |||
Components of intangible assets | |||
Gross Carrying Amount | 31,093 | 31,093 | |
Accumulated Amortization | -22,617 | -19,204 | |
Finite-lived intangible assets | 8,476 | 11,889 | |
Customer contracts and contractual relationships | Minimum | |||
Components of intangible assets | |||
Useful Life (in years) | 1 year | 1 year | |
Customer contracts and contractual relationships | Maximum | |||
Components of intangible assets | |||
Useful Life (in years) | 10 years | 10 years | |
Non-competition agreements | |||
Components of intangible assets | |||
Gross Carrying Amount | 300 | 300 | |
Accumulated Amortization | -300 | -258 | |
Finite-lived intangible assets | $0 | $42 | |
Useful Life (in years) | 3 years | 3 years |
Intangible_Assets_and_Goodwill5
Intangible Assets and Goodwill (Details 3) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2011 | Dec. 31, 2013 | Sep. 30, 2012 | |
Purchased patents | ||||||
Amortization of intangible assets | $26,618,000 | $28,909,000 | $30,345,000 | |||
Estimated future amortization expense of intangible assets | ||||||
2015 | 25,098,000 | |||||
2016 | 24,318,000 | |||||
2017 | 23,709,000 | |||||
2018 | 10,827,000 | |||||
2019 | 1,789,000 | |||||
Thereafter | 3,630,000 | |||||
Finite-lived intangible assets | 89,371,000 | 117,172,000 | 117,172,000 | |||
Existing technology | ||||||
Estimated future amortization expense of intangible assets | ||||||
Finite-lived intangible assets | 80,895,000 | 105,241,000 | 105,241,000 | |||
Favorable contracts. | ||||||
Identified intangible assets assumed in the acquisition of CRI | ||||||
Cash received related to intangible assets | 900,000 | 2,300,000 | ||||
Estimated future amortization expense of intangible assets | ||||||
Finite-lived intangible assets | 100,000 | 1,000,000 | 1,000,000 | |||
Non-competition agreements | ||||||
Estimated future amortization expense of intangible assets | ||||||
Finite-lived intangible assets | 0 | 42,000 | 42,000 | |||
Group of purchased intangible assets | ||||||
Identified intangible assets assumed in the acquisition of CRI | ||||||
Estimated Useful Life (in years) | 7 years | |||||
Other non-CRI related Patents | ||||||
Purchased patents | ||||||
Patents Acquired | 2,500,000 | 1,700,000 | ||||
LDT | ||||||
Identified intangible assets assumed in the acquisition of CRI | ||||||
Impairment charge | $4,000,000 | $15,400,000 |
Segments_and_Major_Customers_D
Segments and Major Customers (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Financial information of business segments | |||||||||||
Revenue | $72,040 | $69,712 | $76,518 | $78,288 | $73,422 | $73,294 | $57,919 | $66,866 | $296,558 | $271,501 | $234,051 |
Segment operating expenses | 102,530 | 97,451 | 94,007 | ||||||||
Segment operating income (loss) | 194,028 | 174,050 | 140,044 | ||||||||
Reconciling items | -118,682 | -151,586 | -230,478 | ||||||||
Operating income (loss) | 17,585 | 14,468 | 20,104 | 23,189 | 6,214 | 9,065 | 5,744 | 1,441 | 75,346 | 22,464 | -90,434 |
Interest and other income (expense), net | -25,096 | -34,481 | -27,451 | ||||||||
Income before income taxes | 50,250 | -12,017 | -117,885 | ||||||||
MID | |||||||||||
Financial information of business segments | |||||||||||
Revenue | 226,303 | 232,040 | 215,047 | ||||||||
Segment operating expenses | 40,816 | 34,823 | 39,537 | ||||||||
Segment operating income (loss) | 185,487 | 197,217 | 175,510 | ||||||||
CRI | |||||||||||
Financial information of business segments | |||||||||||
Revenue | 49,330 | 32,625 | 17,808 | ||||||||
Segment operating expenses | 27,608 | 20,322 | 11,418 | ||||||||
Segment operating income (loss) | 21,722 | 12,303 | 6,390 | ||||||||
Other | |||||||||||
Financial information of business segments | |||||||||||
Revenue | 20,925 | 6,836 | 1,196 | ||||||||
Segment operating expenses | 34,106 | 42,306 | 43,052 | ||||||||
Segment operating income (loss) | ($13,181) | ($35,470) | ($41,856) |
Segments_and_Major_Customers_D1
Segments and Major Customers (Details 1) (Accounts Receivable [Member], Customer Concentration Risk) | Dec. 31, 2014 | Dec. 31, 2013 |
Customer 1 [Member] | ||
Concentration Risk | ||
Customer concentration risk | 33.00% | |
Customer 2 [Member] | ||
Concentration Risk | ||
Customer concentration risk | 50.00% | 73.00% |
Segments_and_Major_Customers_D2
Segments and Major Customers (Details 2) (Sales, net, Customer Concentration Risk) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Customer A | |||
Concentration Risk | |||
Concentration risk as a percentage | 20.00% | 33.00% | 38.00% |
Customer B | |||
Concentration Risk | |||
Concentration risk as a percentage | 16.00% | ||
Customer C | |||
Concentration Risk | |||
Concentration risk as a percentage | 13.00% |
Segments_and_Major_Customers_D3
Segments and Major Customers (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Major Customer Disclosure | |||||||||||
Revenue | $72,040 | $69,712 | $76,518 | $78,288 | $73,422 | $73,294 | $57,919 | $66,866 | $296,558 | $271,501 | $234,051 |
Property, plant and equipment, net | 64,023 | 72,642 | 64,023 | 72,642 | |||||||
South Korea | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 107,441 | 112,806 | 88,971 | ||||||||
USA | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 109,060 | 80,652 | 63,398 | ||||||||
Property, plant and equipment, net | 63,000 | 71,800 | 63,000 | 71,800 | |||||||
Japan | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 30,454 | 51,156 | 63,686 | ||||||||
Europe | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 21,349 | 15,985 | 5,236 | ||||||||
Canada | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 7,119 | 7,896 | 7,759 | ||||||||
Asia-Other | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 21,135 | 3,006 | 5,001 | ||||||||
India | |||||||||||
Major Customer Disclosure | |||||||||||
Property, plant and equipment, net | 900 | 700 | 900 | 700 | |||||||
Other foreign locations | |||||||||||
Major Customer Disclosure | |||||||||||
Property, plant and equipment, net | $100 | $100 | $100 | $100 |
Marketable_Securities_Details
Marketable Securities (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash equivalents and marketable securities | ||
Fair Value | $270,921 | $359,097 |
Amortized Cost | 271,034 | 359,112 |
Cash Cash Equivalents And Short Term Investments Unrealized Gains | 1 | 0 |
CashCashEquivalentsAndShortTermInvestmentsUnrealizedLosses | 114 | 15 |
Gross Unrealized Gains | 1 | 0 |
Gross Unrealized Losses | 114 | 15 |
Cash, fair value | 29,188 | 28,565 |
Cash | 29,188 | 28,565 |
Cash, cash equivalents and marketable securities | ||
Fair Value | 300,109 | 387,662 |
Amortized Cost | 300,222 | 387,677 |
Money market funds | ||
Cash equivalents and marketable securities | ||
Fair Value | 124,938 | 300,605 |
Amortized Cost | 124,938 | 300,605 |
Cash Cash Equivalents And Short Term Investments Unrealized Gains | 0 | 0 |
CashCashEquivalentsAndShortTermInvestmentsUnrealizedLosses | 0 | 0 |
Weighted Rate of Return (as a percent) | 0.01% | 0.01% |
Corporate notes, bonds and commercial paper | ||
Cash equivalents and marketable securities | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 139,989 | 53,491 |
Maximum maturity period of available-for-sale securities (in years) | 3 years | |
Maximum remaining maturity period of available-for-sale securities (in years) | 1 year | |
Fair Value | 145,983 | 58,492 |
Amortized Cost | 146,096 | 58,507 |
Cash Cash Equivalents And Short Term Investments Unrealized Gains | 1 | 0 |
CashCashEquivalentsAndShortTermInvestmentsUnrealizedLosses | 114 | 15 |
Weighted Rate of Return (as a percent) | 0.25% | 0.15% |
Unrealized gain (loss), net | ||
Less than one year, Gross unrealized loss | -114 | -15 |
Cash equivalents | ||
Cash equivalents and marketable securities | ||
Maximum remaining maturity period of available-for-sale securities (in years) | 1 year | |
Fair Value | 124,938 | 310,131 |
Short term marketable securities | ||
Cash equivalents and marketable securities | ||
Fair Value | $145,983 | $48,966 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 |
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | $270,921 | $359,097 | ||
Investment in non-marketable security | ||||
Impairment of Investment in non-marketable equity security | 600 | 1,400 | 0 | |
Money market funds | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 124,938 | 300,605 | ||
Corporate notes, bonds and commercial paper | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 145,983 | 58,492 | ||
Fair Value, Measurements, Recurring [Member] | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 270,921 | 359,097 | ||
Fair Value, Measurements, Recurring [Member] | Money market funds | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 124,938 | 300,605 | ||
Fair Value, Measurements, Recurring [Member] | Corporate notes, bonds and commercial paper | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 145,983 | 58,492 | ||
Fair Value, Measurements, Recurring [Member] | Level 1 | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 124,938 | 300,605 | ||
Fair Value, Measurements, Recurring [Member] | Level 1 | Money market funds | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 124,938 | 300,605 | ||
Fair Value, Measurements, Recurring [Member] | Level 1 | Corporate notes, bonds and commercial paper | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | Level 2 | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 145,983 | 58,492 | ||
Fair Value, Measurements, Recurring [Member] | Level 2 | Money market funds | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | Level 2 | Corporate notes, bonds and commercial paper | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 145,983 | 58,492 | ||
Fair Value, Measurements, Recurring [Member] | Level 3 | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | Level 3 | Money market funds | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | Level 3 | Corporate notes, bonds and commercial paper | ||||
Financial assets subject to fair value measurements and the necessary disclosures | ||||
Total available-for-sale securities | 0 | 0 | ||
Nonrecurring basis | ||||
Investment in non-marketable security | ||||
Carrying Value | 0 | 600 | 2,000 | |
Impairment of Investment in non-marketable equity security | 600 | 1,400 | ||
Nonrecurring basis | Level 1 | ||||
Investment in non-marketable security | ||||
Fair Value | 0 | 0 | ||
Nonrecurring basis | Level 2 | ||||
Investment in non-marketable security | ||||
Fair Value | 0 | 0 | ||
Nonrecurring basis | Level 3 | ||||
Investment in non-marketable security | ||||
Fair Value | $0 | $600 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Carrying Value | $115,089 | $273,676 |
5% Convertible Senior Notes due 2014 | ||
Debt Instrument [Line Items] | ||
Face Value | 0 | 172,500 |
Carrying Value | 0 | 164,047 |
Fair Value | 0 | 175,821 |
Stated Interest rate (as a percent) | 5.00% | 5.00% |
1.125% Convertible Senior Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Face Value | 138,000 | 138,000 |
Carrying Value | 115,089 | 109,629 |
Fair Value | $159,293 | $142,427 |
Stated Interest rate (as a percent) | 1.13% |
Balance_Sheet_Details_Details
Balance Sheet Details (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||||
Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jan. 31, 2013 | Nov. 04, 2011 | |
sqft | sqft | ||||||||
Property, plant and equipment, net | |||||||||
Property, plant and equipment, gross | $123,456,000 | $122,116,000 | $123,456,000 | ||||||
Less accumulated depreciation and amortization | -50,814,000 | -58,093,000 | -50,814,000 | ||||||
Property, plant and equipment, net | 72,642,000 | 64,023,000 | 72,642,000 | ||||||
Restructuring costs | 2,200,000 | 1,100,000 | 2,200,000 | 39,000 | 5,546,000 | 7,301,000 | |||
Construction in progress, capitalized | 40,320,000 | 40,300,000 | 40,320,000 | ||||||
Depreciation expense | 13,625,000 | 15,451,000 | 13,190,000 | ||||||
Building | |||||||||
Property, plant and equipment, net | |||||||||
Property, plant and equipment, gross | 40,320,000 | 40,320,000 | 40,320,000 | ||||||
Computer software | |||||||||
Property, plant and equipment, net | |||||||||
Property, plant and equipment, gross | 22,068,000 | 21,412,000 | 22,068,000 | ||||||
Computer equipment | |||||||||
Property, plant and equipment, net | |||||||||
Property, plant and equipment, gross | 29,869,000 | 27,744,000 | 29,869,000 | ||||||
Furniture and fixtures | |||||||||
Property, plant and equipment, net | |||||||||
Property, plant and equipment, gross | 12,360,000 | 13,464,000 | 12,360,000 | ||||||
Leasehold improvements | |||||||||
Property, plant and equipment, net | |||||||||
Property, plant and equipment, gross | 7,024,000 | 7,052,000 | 7,024,000 | ||||||
Machinery | |||||||||
Property, plant and equipment, net | |||||||||
Property, plant and equipment, gross | 11,533,000 | 11,699,000 | 11,533,000 | ||||||
Construction in progress | |||||||||
Property, plant and equipment, net | |||||||||
Property, plant and equipment, gross | 282,000 | 425,000 | 282,000 | ||||||
LDT | Building Improvements | |||||||||
Property, plant and equipment, net | |||||||||
Tangible asset impairment charges | 3,500,000 | 5,800,000 | |||||||
LDT | Computer software | |||||||||
Property, plant and equipment, net | |||||||||
Tangible asset impairment charges | 200,000 | 600,000 | |||||||
LDT | Machinery | |||||||||
Property, plant and equipment, net | |||||||||
Tangible asset impairment charges | 500,000 | ||||||||
Facility Closing [Member] | |||||||||
Property, plant and equipment, net | |||||||||
Restructuring costs | $2,000,000 | ||||||||
MTSPELLC Amended [Member] | |||||||||
Property, plant and equipment, net | |||||||||
Total space under lease (in square feet) | 31,000 | 31,000 |
Balance_Sheet_Details_Details_
Balance Sheet Details (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accumulated other comprehensive income (Loss) | ||
Foreign currency translation adjustments, net of tax | $86 | $86 |
Unrealized loss on available-for-sale securities, net of tax | -488 | -391 |
Total | ($402) | ($305) |
Convertible_Notes_Schedule_of_
Convertible Notes (Schedule of Notes) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 16, 2013 | Jul. 10, 2009 | Jun. 29, 2009 |
In Thousands, unless otherwise specified | |||||
Debt Instrument [Line Items] | |||||
Unamortized discount | ($22,911) | ($36,824) | |||
Total convertible notes | 115,089 | 273,676 | |||
Less current portion | 0 | 164,047 | |||
Total long-term convertible notes | 115,089 | 109,629 | |||
Convertible notes | |||||
Debt Instrument [Line Items] | |||||
Face Value | 138,000 | 310,500 | |||
Convertible notes | 1.125% Convertible Senior Notes due 2018 | |||||
Debt Instrument [Line Items] | |||||
Face Value | 138,000 | 138,000 | 138,000 | ||
Unamortized discount | -22,911 | -28,371 | |||
Convertible notes | 5% Convertible Senior Notes due 2014 | |||||
Debt Instrument [Line Items] | |||||
Face Value | 0 | 172,500 | 22,500 | 150,000 | |
Unamortized discount | $0 | ($8,453) |
Convertible_Notes_Narrative_De
Convertible Notes (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||
Aug. 16, 2013 | Dec. 31, 2014 | Jun. 29, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 10, 2009 | |
Events of default | ||||||
Additional paid in capital | $1,153,435,000 | $1,128,148,000 | ||||
Convertible notes | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | 138,000,000 | 310,500,000 | ||||
Events of default | ||||||
Additional paid in capital | 93,400,000 | 93,400,000 | ||||
Convertible notes | 1.125% Convertible Senior Notes due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | 138,000,000 | 138,000,000 | 138,000,000 | |||
Liability Component, Principal amount | 107,700,000 | |||||
Equity Component, Principal amount | 30,300,000 | |||||
Debt discount amortization period | 5 years | 44 months | ||||
Stated Interest rate (as a percent) | 1.13% | 1.13% | ||||
Debt Issuance Cost | 3,600,000 | |||||
Debt Issuance Cost, Convertible, Liability Component | 2,800,000 | |||||
Debt Issuance Cost, Convertible, Equity Component | 800,000 | |||||
Debt Instrument, Term | 5 years | |||||
Conversion rate, number of shares to be issued per $1000 of principal (in shares) | 82.8329 | |||||
Principal amount of notes used as the denominator to determine number of shares converted into notes | 1,000 | |||||
Initial conversion price of notes (in dollars per share) | $12.07 | |||||
Number of trading days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be redeemable, minimum | 20 days | |||||
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the conversion price for at least 20 days in order for the notes to be redeemable | 30 days | |||||
Percentage of the closing sales price of the entity's common stock that the conversion price must exceed in order for the notes to be convertible | 130.00% | |||||
Number of business days immediately after any ten consecutive trading day period during the note measurement period | 5 days | |||||
Number of consecutive trading days before the five business days during the debt instrument measurement period | 5 days | |||||
Denomination of the principal amount of notes used to calculate the percent of trading price during the debt instrument measurement period | 1,000 | |||||
Maximum conversion price as a percentage of closing stock price | 98.00% | |||||
Percentage of face amount of debt instrument redeemable at the company's option | 100.00% | |||||
Events of default | ||||||
Period of default in payment of interest (in days) | 30 days | |||||
Period of default to comply with other agreements (in days) | 60 days | |||||
Minimum percentage of aggregate outstanding principal required for default event with other agreements | 25.00% | |||||
Minimum principal amount of debt nonpayment required for debt default to occur | 40,000,000 | |||||
Period of nonpayment of principal amount required for debt default to occur (in days) | 30 days | |||||
Minimum percentage of aggregate outstanding principal required for nonpayment of debt default to occur | 25.00% | |||||
Minimum percentage of aggregate outstanding principal required for immediate payment declaration to occur | 25.00% | |||||
Convertible notes | 5% Convertible Senior Notes due 2014 | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | 0 | 150,000,000 | 172,500,000 | 22,500,000 | ||
Liability Component, Principal amount | 92,400,000 | 14,300,000 | ||||
Equity Component, Principal amount | 57,600,000 | 8,200,000 | ||||
Debt discount amortization period | 5 years | |||||
Stated Interest rate (as a percent) | 5.00% | |||||
Debt Issuance Cost | 5,100,000 | |||||
Debt Issuance Cost, Convertible, Liability Component | 3,200,000 | |||||
Debt Issuance Cost, Convertible, Equity Component | 1,900,000 | |||||
Debt Instrument, Term | 5 years | |||||
Periodic interest payment | 4,300,000 | 8,600,000 | 8,600,000 | |||
Conversion rate, number of shares to be issued per $1000 of principal (in shares) | 51.8 | |||||
Principal amount of notes used as the denominator to determine number of shares converted into notes | 1,000 | |||||
Initial conversion price of notes (in dollars per share) | $19.31 | |||||
Number of trading days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be redeemable, minimum | 20 days | |||||
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the conversion price for at least 20 days in order for the notes to be redeemable | 30 days | |||||
Percentage of the closing sales price of the entity's common stock that the conversion price must exceed in order for the notes to be convertible | 130.00% | |||||
Number of business days immediately after any ten consecutive trading day period during the note measurement period | 5 days | |||||
Number of consecutive trading days before the five business days during the debt instrument measurement period | 10 days | |||||
Denomination of the principal amount of notes used to calculate the percent of trading price during the debt instrument measurement period | 1,000 | |||||
Maximum conversion price as a percentage of closing stock price | 98.00% | |||||
Number of trading days conversion reference period | 20 days | |||||
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the conversion price for at least 20 days in order for the notes to be redeemable at the company's option | 30 days | |||||
Percentage of face amount of debt instrument redeemable at the company's option | 100.00% | |||||
Number of trading days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be redeemable at the company's option, minimum | 20 days | |||||
Percentage of the closing sales price of the entity's common stock that the conversion price must exceed in order for the notes to be redeemable at the company's option | 130.00% | |||||
Percentage of face amount which may be redeemed by the debt holder for cash upon occurrence of a fundamental change | 100.00% | |||||
Maximum increase in conversion rate per $1000 principal amount upon occurrence of fundamental change | 15.5401 | |||||
Events of default | ||||||
Period of default in payment of interest (in days) | 30 days | |||||
Period of default to comply with other agreements (in days) | 60 days | |||||
Minimum percentage of aggregate outstanding principal required for default event with other agreements | 25.00% | |||||
Minimum principal amount of debt nonpayment required for debt default to occur | 30,000,000 | |||||
Period of nonpayment of principal amount required for debt default to occur (in days) | 10 days | |||||
Minimum percentage of aggregate outstanding principal required for nonpayment of debt default to occur | 25.00% | |||||
Minimum percentage of aggregate outstanding principal required for immediate payment declaration to occur | 25.00% | |||||
Convertible Senior Notes [Member] | 1.125% Convertible Senior Notes due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Stated Interest rate (as a percent) | 1.13% | 1.13% | 1.13% | |||
Convertible Senior Notes [Member] | 5% Convertible Senior Notes due 2014 | ||||||
Debt Instrument [Line Items] | ||||||
Stated Interest rate (as a percent) | 5.00% | 5.00% | 5.00% | |||
Events of default | ||||||
Repayments of Debt | $172,500,000 |
Convertible_Notes_Interest_Exp
Convertible Notes (Interest Expense) (Details) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 16, 2013 | Jun. 29, 2009 |
Interest expense related to notes | |||||
Total interest expense on convertible notes | $24,820 | $32,885 | $27,510 | ||
Additional paid in capital | 1,153,435 | 1,128,148 | |||
Convertible Senior Notes [Member] | 1.125% Convertible Senior Notes due 2018 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.13% | 1.13% | 1.13% | ||
Convertible Senior Notes [Member] | 5% Convertible Senior Notes due 2014 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% | ||
Convertible notes | |||||
Interest expense related to notes | |||||
Total interest expense on convertible notes | 20,259 | 28,504 | 23,320 | ||
Additional paid in capital | 93,400 | 93,400 | |||
Convertible notes | 1.125% Convertible Senior Notes due 2018 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.13% | 1.13% | |||
Interest expense related to notes | |||||
Coupon interest | 1,567 | 582 | 0 | ||
Amortization of discount at an additional effective interest rate | 6,019 | 2,171 | 0 | ||
Additional Effective Interest Rate | 5.50% | 5.50% | |||
Convertible notes | 5% Convertible Senior Notes due 2014 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
Interest expense related to notes | |||||
Coupon interest | 3,929 | 8,625 | 8,625 | ||
Amortization of discount at an additional effective interest rate | $8,744 | $17,126 | $14,695 | ||
Additional Effective Interest Rate | 11.70% | 11.70% | 11.70% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 29, 2009 | Aug. 16, 2013 | Dec. 15, 2009 | Sep. 30, 2011 | Feb. 01, 2012 | Jul. 10, 2009 | Jan. 31, 2013 | Nov. 04, 2011 | Sep. 29, 2012 | Sep. 29, 2011 | Mar. 08, 2010 | |
sqft | sqft | sqft | sqft | sqft | |||||||||||||
Lease Commitments | |||||||||||||||||
Interest expense related to imputed financing obligation | $4,500,000 | $4,400,000 | $4,100,000 | ||||||||||||||
Current and Long Term, Imputed Financing Obligation | 39,700,000 | 39,500,000 | 39,700,000 | ||||||||||||||
Capitalized property plant and equipment | 40,320,000 | 40,300,000 | 40,320,000 | ||||||||||||||
Restructuring charges | 2,200,000 | 1,100,000 | 2,200,000 | 39,000 | 5,546,000 | 7,301,000 | |||||||||||
Unamortized discount | 36,824,000 | 22,911,000 | 36,824,000 | ||||||||||||||
Convertible notes | |||||||||||||||||
Lease Commitments | |||||||||||||||||
Face Value | 310,500,000 | 138,000,000 | 310,500,000 | ||||||||||||||
Convertible notes | 5% Convertible Senior Notes due 2014 | |||||||||||||||||
Lease Commitments | |||||||||||||||||
Face Value | 172,500,000 | 0 | 172,500,000 | 150,000,000 | 22,500,000 | ||||||||||||
Unamortized discount | 8,453,000 | 0 | 8,453,000 | ||||||||||||||
Debt discount amortization period | 5 years | ||||||||||||||||
Convertible notes | 1.125% Convertible Senior Notes due 2018 | |||||||||||||||||
Lease Commitments | |||||||||||||||||
Face Value | 138,000,000 | 138,000,000 | 138,000,000 | 138,000,000 | |||||||||||||
Unamortized discount | 28,371,000 | 22,911,000 | 28,371,000 | ||||||||||||||
Debt discount amortization period | 44 months | 5 years | |||||||||||||||
Convertible Senior Notes [Member] | 5% Convertible Senior Notes due 2014 | |||||||||||||||||
Lease Commitments | |||||||||||||||||
Repayments of Debt | 172,500,000 | ||||||||||||||||
Facility Closing [Member] | |||||||||||||||||
Lease Commitments | |||||||||||||||||
Restructuring charges | 2,000,000 | ||||||||||||||||
Sunnyvale Facility, Original agreement | |||||||||||||||||
Lease Commitments | |||||||||||||||||
Number of options | 2 | ||||||||||||||||
Period for extension of lease (in months) | 60 months | ||||||||||||||||
Total reimbursement receivable under lease agreement | 9,100,000 | ||||||||||||||||
Total space under lease (in square feet) | 125,000 | ||||||||||||||||
Sunnyvale Facility, First Amended | |||||||||||||||||
Lease Commitments | |||||||||||||||||
Total reimbursement receivable under lease agreement | 1,700,000 | ||||||||||||||||
Total space under lease (in square feet) | 31,000 | 31,000 | |||||||||||||||
Sunnyvale Facility, Second Amended | |||||||||||||||||
Lease Commitments | |||||||||||||||||
Total reimbursement receivable under lease agreement | $1,500,000 | ||||||||||||||||
Ohio Facility | |||||||||||||||||
Lease Commitments | |||||||||||||||||
Period for extension of lease (in months) | 60 months | ||||||||||||||||
Total space under lease (in square feet) | 51,000 | ||||||||||||||||
Fogg-Brecksville Development Co., Original | |||||||||||||||||
Lease Commitments | |||||||||||||||||
Total space under lease (in square feet) | 25,000 | ||||||||||||||||
San Francisco Facility | |||||||||||||||||
Lease Commitments | |||||||||||||||||
Lease term (in months) | 75 months | ||||||||||||||||
Total space under lease (in square feet) | 26,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | 12 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 03, 2011 | Jul. 10, 2009 | Jun. 29, 2009 | Aug. 16, 2013 | ||
installment | |||||||||
Contractual obligations | |||||||||
Total | $195,605,000 | [1] | |||||||
2015 | 19,387,000 | [1] | |||||||
2016 | 11,220,000 | [1] | |||||||
2017 | 9,188,000 | [1] | |||||||
2018 | 146,339,000 | [1] | |||||||
2019 | 6,602,000 | [1] | |||||||
Thereafter | 2,869,000 | [1] | |||||||
Unrecognized Tax Benefits | 19,903,000 | 18,794,000 | 16,773,000 | 16,610,000 | |||||
Unrecognized tax benefits, reduction of long-term deferred tax assets, before federal tax benefit | 17,800,000 | 12,600,000 | |||||||
Unrecognized tax benefits included in long-term income taxes payable | 2,100,000 | 6,200,000 | |||||||
Terms of noncancellable license agreement, minimum (in years) | 1 year | ||||||||
Rent expense | 2,600,000 | 3,100,000 | 4,100,000 | ||||||
Property, Plant and Equipment Cost Capitalization Amount | 40,300,000 | 40,320,000 | |||||||
CRI | |||||||||
Contractual obligations | |||||||||
Number of installments for payment of retention bonus | 3 | ||||||||
Approximate installment amount of retention bonus | 16,700,000 | ||||||||
Imputed financing obligation | |||||||||
Contractual obligations | |||||||||
Total | 34,387,000 | [1],[2] | |||||||
2015 | 6,011,000 | [1],[2] | |||||||
2016 | 6,156,000 | [1],[2] | |||||||
2017 | 6,302,000 | [1],[2] | |||||||
2018 | 6,447,000 | [1],[2] | |||||||
2019 | 6,602,000 | [1],[2] | |||||||
Thereafter | 2,869,000 | [1],[2] | |||||||
Leases and other contractual obligations | |||||||||
Contractual obligations | |||||||||
Total | 9,839,000 | [1] | |||||||
2015 | 6,403,000 | [1] | |||||||
2016 | 1,763,000 | [1] | |||||||
2017 | 1,333,000 | [1] | |||||||
2018 | 340,000 | [1] | |||||||
2019 | 0 | [1] | |||||||
Thereafter | 0 | [1] | |||||||
Software licenses | |||||||||
Contractual obligations | |||||||||
Total | 7,098,000 | [1],[3] | |||||||
2015 | 5,350,000 | [1],[3] | |||||||
2016 | 1,748,000 | [1],[3] | |||||||
2017 | 0 | [1],[3] | |||||||
2018 | 0 | [1],[3] | |||||||
2019 | 0 | [1],[3] | |||||||
Thereafter | 0 | [1],[3] | |||||||
Acquisition retention bonus | |||||||||
Contractual obligations | |||||||||
Total | 70,000 | [1],[4] | |||||||
2015 | 70,000 | [1],[4] | |||||||
2016 | 0 | [1],[4] | |||||||
2017 | 0 | [1],[4] | |||||||
2018 | 0 | [1],[4] | |||||||
2019 | [1],[4] | ||||||||
Thereafter | 0 | [1],[4] | |||||||
Convertible notes | |||||||||
Contractual obligations | |||||||||
Total | 138,000,000 | [1] | |||||||
2015 | 0 | [1] | |||||||
2016 | 0 | [1] | |||||||
2017 | 0 | [1] | |||||||
2018 | 138,000,000 | [1] | |||||||
2019 | 0 | [1] | |||||||
Thereafter | 0 | [1] | |||||||
Interest payments related to convertible notes | |||||||||
Contractual obligations | |||||||||
Total | 6,211,000 | [1] | |||||||
2015 | 1,553,000 | [1] | |||||||
2016 | 1,553,000 | [1] | |||||||
2017 | 1,553,000 | [1] | |||||||
2018 | 1,552,000 | [1] | |||||||
2019 | 0 | [1] | |||||||
Thereafter | 0 | [1] | |||||||
Convertible notes | |||||||||
Contractual obligations | |||||||||
Face Value | 138,000,000 | 310,500,000 | |||||||
Convertible notes | 5% Convertible Senior Notes due 2014 | |||||||||
Contractual obligations | |||||||||
Face Value | 0 | 172,500,000 | 22,500,000 | 150,000,000 | |||||
Convertible notes | Senior, One Point One Two Five Percent Convertible Notes Due Two Thousand Eighteen [Member] | |||||||||
Contractual obligations | |||||||||
Face Value | $138,000,000 | $138,000,000 | $138,000,000 | ||||||
[1] | The above table does not reflect possible payments in connection with uncertain tax benefits of approximately $19.9 million including $17.8 million recorded as a reduction of long-term deferred tax assets and $2.1 million in long-term income taxes payable, as of December 31, 2014. As noted below in Note 17, “Income Taxes,†although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. | ||||||||
[2] | With respect to the imputed financing obligation, the main components of the difference between the amount reflected in the contractual obligations table and the amount reflected on the Consolidated Balance Sheets are the interest on the imputed financing obligation and the estimated common area expenses over the future periods. The amount includes the amended Ohio lease and the amended Sunnyvale lease. | ||||||||
[3] | The Company has commitments with various software vendors for non-cancellable agreements generally having terms longer than one year. | ||||||||
[4] | In connection with acquisitions, the Company is obligated to pay retention bonuses to certain employees and contractors, subject to certain eligibility and acceleration provisions including the condition of employment. The last payment of CRD retention bonuses was paid in cash during 2014. |
Equity_Incentive_Plans_and_Sto2
Equity Incentive Plans and Stock-Based Compensation (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |
Apr. 30, 2009 | Jun. 30, 2012 | Dec. 31, 2014 | Apr. 24, 2014 | Mar. 31, 2006 | |
denominator | |||||
numerator | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Tenure of award (in years) | 10 years | ||||
Numerator in conversion factor used to determine shares available for grant | 1.5 | ||||
Denominator in conversion factor used to determine shares available for grant | 1 | ||||
Increase in shares approved for issuance | 6,500,000 | 6,500,000 | |||
Number of shares reserved for issuance under the 2006 stock option plan | 31,400,000 | 8,400,000 | |||
Option One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Requisite service period (in months) | 60 months | ||||
Option Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Requisite service period (in months) | 48 months | ||||
Stock Compensation Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase in shares approved for issuance | 10,000,000 |
Equity_Incentive_Plans_and_Sto3
Equity Incentive Plans and Stock-Based Compensation (Details 2) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Apr. 30, 2009 | Jun. 30, 2012 | Apr. 24, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 22, 2012 | Jun. 30, 2012 | |||
Shares available for grant | |||||||||||
Increase in shares approved for issuance | 6,500,000 | 6,500,000 | |||||||||
Stock Compensation Plan [Member] | |||||||||||
Shares available for grant | |||||||||||
Increase in shares approved for issuance | 10,000,000 | ||||||||||
Shares available, at the end of the period | 10,724,228 | ||||||||||
Options | |||||||||||
Shares available for grant | |||||||||||
Stock options granted (in shares) | -2,370,313 | -2,084,276 | -7,789,220 | ||||||||
Stock options forfeited (in shares) | 1,400,349 | 3,318,022 | 2,610,812 | ||||||||
Options granted (in dollars per share) | $9.63 | $6.09 | $5.81 | ||||||||
Options surrendered in stock option exchange program | 6,449,255 | ||||||||||
Expected weighted-average period for recognition of compensation cost (in years) | 1 year 11 months 19 days | ||||||||||
Stock Option Exchange Program | Options | |||||||||||
Shares available for grant | |||||||||||
Stock options granted (in shares) | -2,840,986 | ||||||||||
Minimum contractual term of options granted in stock option exchange program (in years) | 5 years | ||||||||||
Vesting period | 3 years | ||||||||||
Incremental compensation cost of new options granted | $1 | ||||||||||
Unrecognized compensation cost of original options | $19.90 | ||||||||||
Options granted (in dollars per share) | $5.63 | ||||||||||
Options surrendered in stock option exchange program | 6,449,255 | ||||||||||
Expected weighted-average period for recognition of compensation cost (in years) | 3 years | ||||||||||
Stock-Based Incentive Compensation Plans | |||||||||||
Shares available for grant | |||||||||||
Shares available, at the beginning of the year | 2,527,428 | 2,729,159 | 2,812,876 | ||||||||
Increase in shares approved for issuance | 10,000,000 | 6,500,000 | |||||||||
Stock options granted (in shares) | -2,370,313 | -2,084,276 | -7,789,220 | [1] | |||||||
Stock options forfeited (in shares) | 1,400,349 | 3,318,022 | 2,610,812 | [2] | |||||||
Stock options expired under former plans (in shares) | -373,043 | -1,157,419 | -576,763 | ||||||||
Nonvested equity stock and stock units granted (in shares) | -585,753 | [3] | -709,611 | [3] | -1,113,014 | [3] | |||||
Nonvested equity stock and stock units forfeited (in shares) | 125,560 | [3] | 431,553 | [3] | 284,468 | [3] | |||||
Shares available, at the end of the period | 10,724,228 | 2,527,428 | 2,729,159 | ||||||||
Conversion factor used to calculate the decrease in the number of shares available for grant resulting from the grant of restricted stock awards | 1.5 | ||||||||||
Conversion factor used to calculate the increase in the number of shares available for grant resulting from the forfeiture of restricted stock awards | 1.5 | ||||||||||
[1] | Amount includes 2,840,986 shares that were granted from the stock option exchange program (discussed below). | ||||||||||
[2] | Amount excludes 6,449,255 shares that were surrendered from the stock option exchange program (discussed below) as the shares are no longer available for grant. | ||||||||||
[3] | For purposes of determining the number of shares available for grant under the 2006 Plan against the maximum number of shares authorized, each restricted stock granted reduces the number of shares available for grant by 1.5Â shares and each restricted stock forfeited increases shares available for grant by 1.5 shares. |
Equity_Incentive_Plans_and_Sto4
Equity Incentive Plans and Stock-Based Compensation (Details 3) (USD $) | 12 Months Ended | 0 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 22, 2012 |
Options | ||||
Number of Shares | ||||
Outstanding, at the beginning of the period (in shares) | 11,377,146 | 13,094,815 | 14,587,596 | |
Options granted (in shares) | 2,370,313 | 2,084,276 | 7,789,220 | |
Options exercised (in shares) | -905,464 | -483,923 | -221,934 | |
Stock options forfeited (in shares) | -1,400,349 | -3,318,022 | -2,610,812 | |
Options surrendered in stock option exchange program | -6,449,255 | |||
Outstanding, at the end of the period (in shares) | 11,441,646 | 11,377,146 | 13,094,815 | |
Vested or expected to vest at the end of the period (in shares) | 10,867,966 | |||
Options exercisable at the end of the period (in shares) | 6,306,425 | |||
Weighted Average Exercise Price | ||||
Outstanding at the beginning of the year (in dollars per shares) | $11.32 | $12.79 | $19.73 | |
Options granted (in dollars per share) | $9.63 | $6.09 | $5.81 | |
Options exercised (in dollars per share) | $6.93 | $6.72 | $4.44 | |
Options forfeited (in dollars per share) | $16.13 | $14.51 | $10.91 | |
Options surrendered in stock option exchange program ( in dollars per share) | $21.11 | |||
Outstanding at the end of the period (in dollars per shares) | $10.73 | $11.32 | $12.79 | |
Vested or expected to vest at the end of the period (in dollars per share) | $10.86 | |||
Options exercisable at the end of the period (in dollars per share) | $13.41 | |||
Weighted Average Remaining Contractual Term (in years) | ||||
Outstanding (in years) | 5 years 10 months 24 days | |||
Vested or expected to vest (in years) | 5 years 9 months 4 days | |||
Options exercisable (in years) | 4 years 1 month 10 days | |||
Aggregate Intrinsic Value | ||||
Outstanding | $35,073 | |||
Vested or expected to vest | 33,266 | |||
Options exercisable | $14,970 | |||
Closing stock price (in dollars per share) | $11.09 | |||
Total number of in-the-money outstanding (in shares) | 7,824,175 | |||
Total number of in-the-money exercisable (in shares) | 3,351,309 | |||
Stock Option Exchange Program | Options | ||||
Number of Shares | ||||
Options granted (in shares) | 2,840,986 | |||
Options surrendered in stock option exchange program | -6,449,255 | |||
Weighted Average Exercise Price | ||||
Options granted (in dollars per share) | $5.63 | |||
Stock Options with Market Condition | ||||
Number of Shares | ||||
Options granted (in shares) | 1,795,000 | |||
Outstanding, at the end of the period (in shares) | 1,315,000 | 1,315,000 |
Equity_Incentive_Plans_and_Sto5
Equity Incentive Plans and Stock-Based Compensation (Details 4) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Exercise price range $4.13 to $5.39 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | $4.13 |
Exercise price range, high end of range (in dollars per share) | $5.39 |
Options Outstanding | |
Number Outstanding (in shares) | 965,606 |
Weighted Average Remaining Contractual Life (in years) | 7 years 6 months 22 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $4.39 |
Options Exercisable | |
Number Exercisable (in shares) | 111,457 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $4.81 |
Exercise price range $5.46 to $5.46 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | $5.46 |
Exercise price range, high end of range (in dollars per share) | $5.46 |
Options Outstanding | |
Number Outstanding (in shares) | 1,146,916 |
Weighted Average Remaining Contractual Life (in years) | 8 years 0 months 4 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $5.46 |
Options Exercisable | |
Number Exercisable (in shares) | 488,272 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $5.46 |
Exercise Price Range $5.49 to $5.49 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | $5.49 |
Exercise price range, high end of range (in dollars per share) | $5.49 |
Options Outstanding | |
Number Outstanding (in shares) | 35,932 |
Weighted Average Remaining Contractual Life (in years) | 8 years 1 month 28 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $5.49 |
Options Exercisable | |
Number Exercisable (in shares) | 14,341 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $5.49 |
Exercise Price Range $5.63 to $5.63 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | $5.63 |
Exercise price range, high end of range (in dollars per share) | $5.63 |
Options Outstanding | |
Number Outstanding (in shares) | 1,229,750 |
Weighted Average Remaining Contractual Life (in years) | 4 years 3 months 25 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $5.63 |
Options Exercisable | |
Number Exercisable (in shares) | 988,752 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $5.63 |
Exercise Price Range $5.76 to $5.76 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | $5.76 |
Exercise price range, high end of range (in dollars per share) | $5.76 |
Options Outstanding | |
Number Outstanding (in shares) | 1,244,879 |
Weighted Average Remaining Contractual Life (in years) | 7 years 6 months 0 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $5.76 |
Options Exercisable | |
Number Exercisable (in shares) | 384,739 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $5.76 |
Exercise Price Range $6.39 to $8.55 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | $6.39 |
Exercise price range, high end of range (in dollars per share) | $8.55 |
Options Outstanding | |
Number Outstanding (in shares) | 1,298,963 |
Weighted Average Remaining Contractual Life (in years) | 6 years 0 months 29 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $7.72 |
Options Exercisable | |
Number Exercisable (in shares) | 972,139 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $7.83 |
Exercise Price Range $8.73 to $8.73 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | $8.73 |
Exercise price range, high end of range (in dollars per share) | $8.73 |
Options Outstanding | |
Number Outstanding (in shares) | 74,428 |
Weighted Average Remaining Contractual Life (in years) | 8 years 10 months 2 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $8.73 |
Options Exercisable | |
Number Exercisable (in shares) | 15,982 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $8.73 |
Exercise Price Range $8.76 to $8.76 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | $8.76 |
Exercise price range, high end of range (in dollars per share) | $8.76 |
Options Outstanding | |
Number Outstanding (in shares) | 1,564,545 |
Weighted Average Remaining Contractual Life (in years) | 9 years 0 months 20 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $8.76 |
Options Exercisable | |
Number Exercisable (in shares) | 286,198 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $8.76 |
Exercise Price Range $8.91 to $14.75 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | $8.91 |
Exercise price range, high end of range (in dollars per share) | $14.75 |
Options Outstanding | |
Number Outstanding (in shares) | 1,185,737 |
Weighted Average Remaining Contractual Life (in years) | 6 years 11 months 23 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $12.02 |
Options Exercisable | |
Number Exercisable (in shares) | 428,013 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $12.64 |
Exercise Price Range $14.86 to $40.80 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | $14.86 |
Exercise price range, high end of range (in dollars per share) | $40.80 |
Options Outstanding | |
Number Outstanding (in shares) | 2,694,890 |
Weighted Average Remaining Contractual Life (in years) | 1 year 10 months 20 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $22 |
Options Exercisable | |
Number Exercisable (in shares) | 2,616,532 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $22.11 |
Exercise Price Range $4.13 to $40.80 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | $4.13 |
Exercise price range, high end of range (in dollars per share) | $40.80 |
Options Outstanding | |
Number Outstanding (in shares) | 11,441,646 |
Weighted Average Remaining Contractual Life (in years) | 5 years 10 months 24 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $10.73 |
Options Exercisable | |
Number Exercisable (in shares) | 6,306,425 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $13.41 |
Equity_Incentive_Plans_and_Sto6
Equity Incentive Plans and Stock-Based Compensation (Details 5) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Apr. 30, 2009 | Jun. 30, 2012 | Apr. 24, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 27, 2013 | Apr. 30, 2012 | Mar. 31, 2006 | Dec. 31, 2011 | |
Stock-Based Compensation | ||||||||||
Number of shares reserved under the 2006 Purchase Plan | 31,400,000 | 8,400,000 | ||||||||
Increase in shares approved for issuance | 6,500,000 | 6,500,000 | ||||||||
Stock Compensation Plan | ||||||||||
Stock-Based Compensation | ||||||||||
Increase in shares approved for issuance | 10,000,000 | |||||||||
Shares available for issuance | 10,724,228 | |||||||||
Valuation assumptions | ||||||||||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | |||||||
Employee Stock Purchase Plans | ||||||||||
Stock-Based Compensation | ||||||||||
Number of employee stock purchase plans | 1 | 1 | 1 | |||||||
Minimum number of hours of weekly employment in order to qualify for eligibility in the plan | 20 hours | 20 hours | 20 hours | |||||||
Number of shares reserved under the 2006 Purchase Plan | 1,600,000 | |||||||||
Employee Stock Purchase Plan, Number Of Additional SharesToBe Authorized | 1,500,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,500,000 | 1,500,000 | ||||||||
Minimum number of months of employment in a fiscal year in order to qualify for eligibility in the plan | 5 months | 5 months | 5 months | |||||||
Offering period (in months) | 6 months | 6 months | 6 months | |||||||
Percentage of the price at the beginning of the offering period or price at the end of each offering period to derive purchase price | 85.00% | 85.00% | 85.00% | |||||||
Maximum share value per employee in any calendar year | 25,000 | 25,000 | 25,000 | |||||||
Shares issued under employee stock purchase plans | 596,188 | 1,063,283 | 731,449 | |||||||
Weighted average price per share of shares issued (in dollars per share) | 8.25 | 4.87 | 4.21 | |||||||
Shares available for issuance | 923,044 | |||||||||
Stock-based compensation | 2,600,000 | 1,500,000 | 2,200,000 | |||||||
Unrecognized compensation cost net of expected forfeitures | 700,000 | |||||||||
Expected weighted-average period for recognition of compensation cost (in years) | 4 months | |||||||||
Valuation assumptions | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.10% | 0.20% | ||||||||
Expected stock price volatility rate minimum (as a percent) | 39.00% | 44.00% | 56.00% | |||||||
Expected stock price volatility rate maximum (as a percent) | 44.00% | 48.00% | 63.00% | |||||||
Risk free interest rate minimum (as a percent) | 0.00% | |||||||||
Risk free interest rate maximum (as a percent) | 0.10% | |||||||||
Expected term (in years) | 0 years 6 months | 0 years 6 months | ||||||||
Weighted-average fair value of purchase rights granted under the purchase plan (in dollars per share) | 3.57 | 1.96 | 1.58 | |||||||
Weighted-Average Grant-Date Fair Value | ||||||||||
Granted (in dollars per share) | 3.57 | 1.96 | 1.58 | |||||||
Stock Option Plans | ||||||||||
Stock-Based Compensation | ||||||||||
Options granted (in shares) | 2,370,313 | 2,084,276 | 7,789,220 | |||||||
Estimated total grant date fair value | 10,100,000 | 5,400,000 | 32,700,000 | |||||||
Stock-based compensation | 9,300,000 | 10,400,000 | 15,000,000 | |||||||
Unrecognized compensation cost net of expected forfeitures | 13,600,000 | |||||||||
Expected weighted-average period for recognition of compensation cost (in years) | 1 year 11 months 19 days | |||||||||
Total fair value of options vested | 55,300,000 | 64,300,000 | 80,000,000 | |||||||
Total intrinsic value of options exercised | 4,400,000 | 1,300,000 | 200,000 | |||||||
Total proceeds received and receivable from employee stock option exercises | 6,300,000 | 3,300,000 | 1,000,000 | |||||||
Valuation assumptions | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 11,441,646 | 11,377,146 | 13,094,815 | 14,587,596 | ||||||
Expected stock price volatility rate minimum (as a percent) | 40.00% | 45.00% | 57.00% | |||||||
Expected stock price volatility rate maximum (as a percent) | 44.00% | 47.00% | 68.00% | |||||||
Risk free interest rate minimum (as a percent) | 2.10% | 0.80% | 0.60% | |||||||
Risk free interest rate maximum (as a percent) | 2.20% | 1.50% | 0.90% | |||||||
Weighted average grant date fair value (in dollars per share) | 4.26 | 2.6 | 3.57 | |||||||
Shares including nonvested equity stock and stock units | ||||||||||
Stock-Based Compensation | ||||||||||
Stock-based compensation | 2,800,000 | 3,100,000 | 5,300,000 | |||||||
Unrecognized compensation cost net of expected forfeitures | 3,900,000 | |||||||||
Expected weighted-average period for recognition of compensation cost (in years) | 2 years 3 months 11 days | |||||||||
Total fair value of nonvested equity stock units at grant date | 4,100,000 | 3,300,000 | 4,800,000 | |||||||
Valuation assumptions | ||||||||||
Weighted-average fair value of purchase rights granted under the purchase plan (in dollars per share) | 10.4 | 6.92 | 6.43 | |||||||
Nonvested equity stock and stock units | ||||||||||
Nonvested at the beginning of the period (in shares) | 629,649 | 922,491 | 763,510 | |||||||
Granted (in shares) | 390,502 | 473,074 | 742,009 | |||||||
Vested (in shares) | -262,580 | -478,214 | -393,383 | |||||||
Forfeited (in shares) | -83,707 | -287,702 | -189,645 | |||||||
Nonvested at the end of the period (in shares) | 673,864 | 629,649 | 922,491 | |||||||
Weighted-Average Grant-Date Fair Value | ||||||||||
Nonvested at the beginning of the period (in dollars per share) | 8.56 | 10.24 | 18.02 | |||||||
Granted (in dollars per share) | 10.4 | 6.92 | 6.43 | |||||||
Vested (in dollars per share) | 9.85 | 9.81 | 17.38 | |||||||
Forfeited (in dollars per share) | 7.69 | 9.18 | 11.77 | |||||||
Nonvested at the end of the period (in dollars per share) | 9.23 | 8.56 | 10.24 | |||||||
Minimum | Employee Stock Purchase Plans | ||||||||||
Valuation assumptions | ||||||||||
Expected term (in years) | 0 years 0 months 7 days | |||||||||
Minimum | Stock Option Plans | ||||||||||
Valuation assumptions | ||||||||||
Expected term (in years) | 6 years | 5 years 4 months 24 days | 5 years 6 months | |||||||
Maximum | Employee Stock Purchase Plans | ||||||||||
Valuation assumptions | ||||||||||
Expected term (in years) | 0 years 6 months | |||||||||
Maximum | Stock Option Plans | ||||||||||
Valuation assumptions | ||||||||||
Expected term (in years) | 6 years 1 month 6 days | 5 years 6 months | 5 years 8 months 12 days | |||||||
Option One | ||||||||||
Stock-Based Compensation | ||||||||||
Required service period | 60 months | |||||||||
Option Two | ||||||||||
Stock-Based Compensation | ||||||||||
Required service period | 48 months | |||||||||
Stock Options with Market Condition [Member] | ||||||||||
Stock-Based Compensation | ||||||||||
Options granted (in shares) | 1,795,000 | |||||||||
Valuation assumptions | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,315,000 | 1,315,000 |
Stockholders_Equity_details_1
Stockholders' Equity (details 1) (USD $) | Dec. 31, 2014 | Feb. 25, 2010 | Jan. 21, 2015 |
In Millions, except Share data, unless otherwise specified | |||
Share repurchase program | |||
Number of shares authorized to be repurchased under the plan | 19,000,000 | ||
Additional number of shares authorized to be repurchased | 12,500,000 | ||
Cumulative shares that have been repurchased in stock repurchase program | 26,300,000 | ||
Cumulative value of shares that have been repurchased in stock repurchase program | $428.90 | ||
Remaining shares authorized to be repurchased | 5,200,000 | ||
Subsequent Event [Member] | |||
Share repurchase program | |||
Number of shares authorized to be repurchased under the plan | 20,000,000 |
Benefit_Plans_Details
Benefit Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | |||
Employee contribution limit per calendar year to 401 (k) Plan (as a percent of compensation) | 60.00% | ||
Employer match of employee contributions of first 6% of eligible compensation (as a percent) | 50.00% | ||
Percentage of eligible compensation, matched 50% by employer | 6.00% | ||
Company's contribution to benefit plan | $1.90 | $1.80 | $2.10 |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $2,200,000 | $1,100,000 | $2,200,000 | $39,000 | $5,546,000 | $7,301,000 |
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | 2,200,000 | 1,100,000 | 2,200,000 | 39,000 | 5,546,000 | 7,301,000 |
Facility Closing [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 2,000,000 | |||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | 2,000,000 | |||||
2012 Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and Related Cost, Cost Incurred to Date | 9,400,000 | |||||
Company estimate of the aggregate restructuring cost | 10,000,000 | |||||
Restructuring charges | 2,096,000 | 7,301,000 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2011 | 906,000 | 84,000 | 906,000 | 0 | ||
Restructuring charges | 2,096,000 | 7,301,000 | ||||
Payments for Restructuring | -84,000 | -2,265,000 | -6,395,000 | |||
Non-cash settlements | -653,000 | |||||
Balance at December 31, 2012 | 84,000 | 0 | 84,000 | 906,000 | ||
2012 Plan | Facility Closing [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 1,960,000 | 0 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2011 | 0 | 0 | 0 | 0 | ||
Restructuring charges | 1,960,000 | 0 | ||||
Payments for Restructuring | 0 | -1,307,000 | 0 | |||
Non-cash settlements | -653,000 | |||||
Balance at December 31, 2012 | 0 | 0 | 0 | 0 | ||
2012 Plan | Employee Severance [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 136,000 | 7,301,000 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2011 | 906,000 | 84,000 | 906,000 | 0 | ||
Restructuring charges | 136,000 | 7,301,000 | ||||
Payments for Restructuring | -84,000 | -958,000 | -6,395,000 | |||
Non-cash settlements | 0 | |||||
Balance at December 31, 2012 | 84,000 | 0 | 84,000 | 906,000 | ||
2012 Plan | ESD Segment [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 3,400,000 | |||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | 3,400,000 | |||||
2012 Plan | MID | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 700,000 | |||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | 700,000 | |||||
2012 Plan | Other | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 100,000 | |||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | 100,000 | |||||
2012 Plan | Corporate | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 3,100,000 | |||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | 3,100,000 | |||||
2013 Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 39,000 | 3,450,000 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2011 | 0 | 1,865,000 | 0 | |||
Restructuring charges | 39,000 | 3,450,000 | ||||
Payments for Restructuring | -1,904,000 | -1,585,000 | ||||
Balance at December 31, 2012 | 1,865,000 | 0 | 1,865,000 | |||
2013 Plan | Facility Closing [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 0 | 195,000 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2011 | 0 | 133,000 | 0 | |||
Restructuring charges | 0 | 195,000 | ||||
Payments for Restructuring | -133,000 | -62,000 | ||||
Balance at December 31, 2012 | 133,000 | 0 | 133,000 | |||
2013 Plan | Employee Severance [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 39,000 | 3,255,000 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2011 | 0 | 1,732,000 | 0 | |||
Restructuring charges | 39,000 | 3,255,000 | ||||
Payments for Restructuring | -1,771,000 | -1,523,000 | ||||
Balance at December 31, 2012 | 1,732,000 | 0 | 1,732,000 | |||
2013 Plan | ESD Segment [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 2,400,000 | |||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | 2,400,000 | |||||
2013 Plan | MID | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 100,000 | |||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | 100,000 | |||||
2013 Plan | Other | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 900,000 | |||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | 900,000 | |||||
2013 Plan | Minimum | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Company estimate of the aggregate restructuring cost | 3,000,000 | |||||
2013 Plan | Maximum | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Company estimate of the aggregate restructuring cost | $4,000,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income before taxes | |||
Domestic | $49,173 | ($12,535) | ($61,036) |
Foreign | 1,077 | 518 | -56,849 |
Income (loss) before income taxes | 50,250 | -12,017 | -117,885 |
Federal: | |||
Current | 19,386 | 19,319 | 15,048 |
Deferred | 2,337 | 2,200 | 587 |
State: | |||
Current | 713 | 47 | -2,868 |
Deferred | 0 | -501 | 2,934 |
Foreign: | |||
Current | 1,640 | 446 | 543 |
Deferred | -27 | 220 | 207 |
Provision for (benefit from) income taxes | 24,049 | 21,731 | 16,451 |
Effective income tax rate reconciliation | |||
Expense (benefit) at U.S. federal statutory rate (as a percent) | 35.00% | -35.00% | -35.00% |
Expense (benefit) at state statutory rate (as a percent) | 1.00% | -3.30% | 0.10% |
Withholding tax (as a percent) | 38.60% | 160.40% | 13.30% |
Foreign rate differential (as a percent) | 2.50% | 4.10% | 17.40% |
Research and development ("R&D") credit (as a percent) | -6.10% | -36.70% | 0.00% |
Executive compensation (as a percent) | 0.20% | 0.80% | 0.30% |
Non-deductible stock-based compensation (as a percent) | 1.40% | 2.50% | 0.70% |
Foreign tax credit (as a percent) | -38.70% | -163.30% | -13.30% |
Capitalized merger and acquisition costs (as a percent) | 0.00% | 0.00% | 0.30% |
Other (as a percent) | 0.60% | -1.00% | -2.20% |
Valuation allowance (as a percent) | 13.40% | 252.30% | 32.40% |
Effective tax rate (as a percent) | 47.90% | 180.80% | 14.00% |
Components of net deferred tax assets | |||
Depreciation and amortization | 29,099 | 28,093 | |
Other liabilities and reserves | 9,916 | 18,578 | |
Deferred equity compensation | 29,511 | 33,837 | |
Net operating loss carryovers | 12,307 | 27,752 | |
Tax credits | 116,658 | 100,052 | |
Total gross deferred tax assets | 197,491 | 208,312 | |
Convertible debt | -8,092 | -13,000 | |
Total net deferred tax assets | 189,399 | 195,312 | |
Valuation allowance | -193,874 | -192,823 | |
Net deferred tax assets | -4,475 | 2,489 | |
Net deferred tax assets reported as: | |||
Current deferred tax assets | 187 | 205 | |
Deferred Tax Liabilities, Net | -1,131 | -791 | |
Non-current deferred tax assets | 536 | 4,797 | |
Non-current deferred tax liabilities | -4,067 | -1,722 | |
Net deferred tax assets | ($4,475) | $2,489 |
Income_Taxes_Details_2
Income Taxes (Details 2) (Tax Valuation Allowance, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Tax Valuation Allowance | |||
Changes in Valuation and Qualifying Accounts | |||
Balance at Beginning of Period | $192,823 | $184,817 | $130,548 |
Charged (Credited) to Operations | 0 | 0 | 0 |
Charged to Other Account | 1,051 | 8,006 | 54,269 |
Charges Utilized | 0 | 0 | 0 |
Balance at End of Period | $193,874 | $192,823 | $184,817 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | |
Operating loss carryforwards | ||||
Reclassification of Unrecognized Tax Benefit Amount | $4,700,000 | |||
Unrecognized tax benefits, reduction of long-term deferred tax assets, before federal tax benefit | 17,800,000 | 12,600,000 | ||
Unrecognized tax benefits included in long-term income taxes payable | 2,100,000 | 6,200,000 | ||
Portion of unrecognized tax benefits, which if recognized, would be recorded as an income tax benefit | 2,100,000 | 1,600,000 | ||
Amount of potential unrecognized tax benefit | 900,000 | |||
Reconciliation of the beginning and ending amounts of unrecognized income tax benefits | ||||
Balance at the beginning of the period | 18,794,000 | 16,773,000 | 16,610,000 | |
Tax positions related to current year: | ||||
Additions | 1,134,000 | 1,156,000 | 589,000 | |
Tax positions related to prior years: | ||||
Additions | 531,000 | 956,000 | 1,521,000 | |
Reductions | -556,000 | -91,000 | -1,947,000 | |
Balance at the end of the period | 19,903,000 | 18,794,000 | 16,773,000 | |
Undistributed earnings | 4,200,000 | |||
Alternative Minimum Tax Credits | ||||
Operating loss carryforwards | ||||
Tax credit carryforwards | 2,500,000 | |||
Foreign Tax Credit | ||||
Operating loss carryforwards | ||||
Tax credit carryforwards | 120,700,000 | |||
Federal | ||||
Operating loss carryforwards | ||||
Tax credit carryforwards subject to expiration | 55,000,000 | |||
Federal | Research and Development as label | ||||
Operating loss carryforwards | ||||
Tax credit carryforwards | 32,700,000 | |||
Federal | Excess Tax Benefits From Stock Option Tax Deductions | ||||
Operating loss carryforwards | ||||
Tax credit carryforwards | 36,300,000 | |||
State | ||||
Operating loss carryforwards | ||||
Operating Loss Carryforwards | 294,500,000 | |||
State | Research and Development as label | ||||
Operating loss carryforwards | ||||
Tax credit carryforwards | 18,600,000 | |||
State | Excess Tax Benefits From Stock Option Tax Deductions | ||||
Operating loss carryforwards | ||||
Operating Loss Carryforwards | $97,500,000 |
Agreement_with_SK_hynix_Detail
Agreement with SK hynix (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | |
In Millions, unless otherwise specified | Jun. 11, 2013 | 31-May-13 | Dec. 09, 2013 | Dec. 31, 2014 |
SK hynix | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Term of patent license agreement | 5 years | |||
Amount to be paid quarterly | $12 | |||
Future Receivables | 168 | |||
Credit against settlement award | 250 | |||
Micron | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Term of patent license agreement | 7 years | |||
Amount to be paid quarterly | 10 | |||
Future Receivables | $234.50 |
Agreement_with_SK_hynix_Detail1
Agreement with SK hynix (Details 2) (Details) (USD $) | Jun. 11, 2013 | Dec. 09, 2013 |
In Millions, unless otherwise specified | ||
SK hynix | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Antitrust litigation settlement | $4 | |
Settlement of past infringement | 280 | |
License Agreement | 250 | |
Total fair value | 534 | |
Micron | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Antitrust litigation settlement | 8 | |
Settlement of past infringement | 235 | |
License Agreement | 440 | |
Total fair value | $683 |
Agreement_with_SK_hynix_Detail2
Agreement with SK hynix (Details 3) (Details) (USD $) | Dec. 31, 2014 | Jun. 11, 2013 | Dec. 09, 2013 |
In Millions, unless otherwise specified | |||
SK hynix | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Antitrust litigation settlement | $1.90 | ||
Settlement of past infringement | 125.8 | ||
License agreement | 112.3 | ||
Total consideration | 240 | 240 | |
Micron | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Antitrust litigation settlement | 3.3 | ||
Settlement of past infringement | 96.3 | ||
License agreement | 180.4 | ||
Total consideration | $280 | $280 |
Agreement_with_SK_hynix_Detail3
Agreement with SK hynix (Details 4) (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 11, 2013 | Dec. 09, 2013 |
SK hynix | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Cash Received | $48 | $24 | ||
Settlement Agreement, Future Recivables, Due in First Full Fiscal Year | 48 | |||
Estimated to Be Received in 2016 | 48 | |||
Estimated to Be Received in 2017 | 48 | |||
Estimated to Be Received in 2018 | 24 | |||
Total Estimated Cash receipts | 240 | 240 | ||
SK hynix | Royalty revenue | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Cash Received | 47.3 | 23.6 | ||
Settlement Agreement, Future Recivables, Due in First Full Fiscal Year | 47.3 | |||
Estimated to Be Received in 2016 | 47.9 | |||
Estimated to Be Received in 2017 | 48 | |||
Estimated to Be Received in 2018 | 24 | |||
Total Estimated Cash receipts | 238.1 | 238.1 | ||
SK hynix | Gain from settlement | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Cash Received | 0.7 | 0.4 | ||
Settlement Agreement, Future Recivables, Due in First Full Fiscal Year | 0.7 | |||
Estimated to Be Received in 2016 | 0.1 | |||
Estimated to Be Received in 2017 | 0 | |||
Estimated to Be Received in 2018 | 0 | |||
Total Estimated Cash receipts | 1.9 | |||
Micron | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Cash Received | 40 | 5.5 | ||
Settlement Agreement, Future Recivables, Due in First Full Fiscal Year | 40 | |||
Estimated to Be Received in 2016 | 40 | |||
Estimated to Be Received in 2017 | 40 | |||
Estimated to Be Received in 2018 | 40 | |||
Estimated to Be Received in 2019 and thereafter | 74.5 | |||
Total Estimated Cash receipts | 280 | 280 | ||
Micron | Royalty revenue | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Cash Received | 38.7 | 5.3 | ||
Settlement Agreement, Future Recivables, Due in First Full Fiscal Year | 38.7 | |||
Estimated to Be Received in 2016 | 39.5 | |||
Estimated to Be Received in 2017 | 40 | |||
Estimated to Be Received in 2018 | 40 | |||
Estimated to Be Received in 2019 and thereafter | 74.5 | |||
Total Estimated Cash receipts | 276.7 | 276.7 | ||
Micron | Gain from settlement | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Cash Received | 1.3 | 0.2 | ||
Settlement Agreement, Future Recivables, Due in First Full Fiscal Year | 1.3 | |||
Estimated to Be Received in 2016 | 0.5 | |||
Estimated to Be Received in 2017 | 0 | |||
Estimated to Be Received in 2018 | 0 | |||
Estimated to Be Received in 2019 and thereafter | 0 | |||
Total Estimated Cash receipts | $3.30 |
Subsequent_Event_Subsequent_Ev1
Subsequent Event Subsequent Event (Details) | Dec. 31, 2014 | Jan. 21, 2015 |
Subsequent Event [Line Items] | ||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 19,000,000 | |
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 5,200,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 20,000,000 |
CONSOLIDATED_SUPPLEMENTARY_FIN2
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||||||||||
Total revenue | $72,040 | $69,712 | $76,518 | $78,288 | $73,422 | $73,294 | $57,919 | $66,866 | $296,558 | $271,501 | $234,051 |
Operating costs and expenses: | |||||||||||
Total operating costs and expenses | 54,455 | 55,244 | 56,414 | 55,099 | 67,208 | 64,229 | 52,175 | 65,425 | 221,212 | 249,037 | 324,485 |
Operating income (loss) | 17,585 | 14,468 | 20,104 | 23,189 | 6,214 | 9,065 | 5,744 | 1,441 | 75,346 | 22,464 | -90,434 |
Net Income (loss) | $7,841 | $5,513 | $5,043 | $7,804 | ($9,777) | ($5,725) | ($7,844) | ($10,402) | $26,201 | ($33,748) | ($134,336) |
Net income (loss) per share: | |||||||||||
Net income (loss) per share - basic (in dollars per share) | $0.07 | $0.05 | $0.04 | $0.07 | ($0.09) | ($0.05) | ($0.07) | ($0.09) | $0.23 | ($0.30) | ($1.21) |
Net income (loss) per share - diluted (in dollars per share) | $0.07 | $0.05 | $0.04 | $0.07 | ($0.09) | ($0.05) | ($0.07) | ($0.09) | $0.22 | ($0.30) | ($1.21) |
Shares used in per share calculations: | |||||||||||
Basic (in shares) | 115,024 | 114,523 | 114,116 | 113,590 | 113,217 | 112,640 | 112,183 | 111,599 | 114,318 | 112,415 | 110,769 |
Diluted (in shares) | 117,620 | 118,206 | 117,398 | 116,629 | 113,217 | 112,640 | 112,183 | 111,599 | 117,624 | 112,415 | 110,769 |
CONSOLIDATED_SUPPLEMENTARY_FIN3
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Data [Abstract] | ||||||
Impairment of goodwill and long-lived assets | $9,700 | $8,100 | $0 | $17,751 | $35,471 | |
Restructuring charges | $2,200 | $1,100 | $2,200 | $39 | $5,546 | $7,301 |