Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 31, 2018 | Jun. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | RAMBUS INC | ||
Entity Central Index Key | 917,273 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Entity Common Stock, Shares Outstanding | 109,847,582 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 225,844 | $ 135,294 |
Marketable securities | 103,532 | 36,888 |
Accounts receivable | 25,892 | 21,099 |
Prepaids and other current assets | 11,317 | 17,867 |
Inventories | 5,159 | 5,633 |
Total current assets | 371,744 | 216,781 |
Intangible Assets, Net | 91,722 | 132,388 |
Goodwill | 209,661 | 204,794 |
Property, plant and equipment, net | 54,303 | 58,442 |
Deferred tax assets | 159,099 | 168,342 |
Other assets | 4,543 | 2,749 |
Total assets | 891,072 | 783,496 |
Current liabilities: | ||
Accounts payable | 9,614 | 9,793 |
Accrued salaries and benefits | 17,091 | 14,177 |
Convertible Notes Payable, Current | 78,451 | 0 |
Deferred Revenue | 18,272 | 16,932 |
Other current liabilities | 9,414 | 10,399 |
Total current liabilities | 132,842 | 51,301 |
Convertible notes, long-term | 135,447 | 126,167 |
Long-term imputed financing obligation | 37,262 | 38,029 |
Deferred tax liabilities | 9,830 | 11,600 |
Other long-term liabilities | 4,107 | 3,617 |
Total liabilities | 319,488 | 230,714 |
Commitments and contingencies (Notes 11 and 17) | ||
Stockholders’ equity: | ||
Convertible preferred stock, $.001 par value: Authorized: 5,000,000 shares; Issued and outstanding: no shares at December 31, 2017 and December 31, 2016 | 0 | 0 |
Common Stock, $.001 par value: Authorized: 500,000,000 shares; Issued and outstanding: 109,763,967 shares at December 31, 2017 and 111,053,734 shares at December 31, 2016 | 110 | 111 |
Additional paid in capital | 1,212,798 | 1,181,230 |
Accumulated deficit | (636,227) | (615,051) |
Accumulated other comprehensive loss | (5,097) | (13,508) |
Total stockholders’ equity | 571,584 | 552,782 |
Total liabilities and stockholders’ equity | $ 891,072 | $ 783,496 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Stockholders' equity: | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
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) | $ 0.001 | $ 0.001 |
Common Stock, Authorized shares | 500,000,000 | 500,000,000 |
Common Stock, Issued shares | 109,763,967 | 111,053,734 |
Common Stock, outstanding shares | 109,763,967 | 111,053,734 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Revenue: | ||||
Royalties | $ 289,594 | $ 264,614 | $ 262,415 | |
Product revenue | 36,509 | 26,052 | 17,321 | |
Contract and other revenue | 66,993 | 45,931 | 16,542 | |
Total revenue | 393,096 | 336,597 | 296,278 | |
Operating costs and expenses: | ||||
Cost of product revenue | [1] | 23,783 | 21,329 | 12,377 |
Cost of contract and other revenue | 55,364 | 45,761 | 32,967 | |
Research and development | [1] | 149,135 | 129,844 | 111,110 |
Sales, general and administrative | [1] | 110,940 | 95,145 | 70,554 |
Restructuring charges | 0 | 0 | 3,576 | |
Impairment of in-process research and development intangible asset | 0 | 18,300 | 0 | |
Change in contingent consideration liability | 0 | (6,845) | 0 | |
Gain from sale of intellectual property | (533) | 0 | (3,686) | |
Gain from settlement | 0 | (579) | (2,040) | |
Total operating costs and expenses | 338,689 | 302,955 | 224,858 | |
Operating income (loss) | 54,407 | 33,642 | 71,420 | |
Interest income (expense), net | 1,384 | 1,740 | 1,224 | |
Loss on Extinguishment of Debt | (1,082) | 0 | 0 | |
Interest expense | (13,720) | (12,745) | (12,413) | |
Interest and other income (expense), net | (13,418) | (11,005) | (11,189) | |
Income before income taxes | 40,989 | 22,637 | 60,231 | |
Provision for (benefit from) income taxes | 63,851 | 15,817 | (151,157) | |
Net income (loss) | $ (22,862) | $ 6,820 | $ 211,388 | |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ (0.21) | $ 0.06 | $ 1.84 | |
Diluted (in dollars per share) | $ (0.21) | $ 0.06 | $ 1.80 | |
Weighted average shares used in per share calculations: | ||||
Basic (in shares) | 110,198 | 110,162 | 114,814 | |
Diluted (in shares) | 110,198 | 113,140 | 117,484 | |
[1] | * Includes stock-based compensation: Cost of product revenue$78 $56 $63Research and development$12,185 $9,165 $6,762Sales, general and administrative$15,140 $11,792 $8,271 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cost of product revenue | |||
Stock-based compensation | $ 78 | $ 56 | $ 63 |
Research and development | |||
Stock-based compensation | 12,185 | 9,165 | 6,762 |
Sales, general and administrative | |||
Stock-based compensation | $ 15,140 | $ 11,792 | $ 8,271 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (22,862) | $ 6,820 | $ 211,388 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 7,798 | (13,485) | 9 |
Unrealized gain (loss) on marketable securities, net of tax | 613 | (396) | 766 |
Total comprehensive income (loss) | $ (14,451) | $ (7,061) | $ 212,163 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Gain (Loss) | 1.125% Convertible Senior Notes due 2018 | 1.125% Convertible Senior Notes due 2018Additional Paid-in Capital | Senior, One Point Three Seven Five Percent Convertible Notes Due Two Thousand Twenty Three [Member] [Member] | Senior, One Point Three Seven Five Percent Convertible Notes Due Two Thousand Twenty Three [Member] [Member]Additional Paid-in Capital |
Net income (loss) | $ 211,388 | $ 0 | $ 0 | $ 211,388 | $ 0 | ||||
Foreign currency translation adjustment | 9 | 9 | |||||||
Balance at Dec. 31, 2014 | 391,622 | $ 115 | 1,153,435 | (761,526) | (402) | ||||
Balance (in shares) at Dec. 31, 2014 | 115,162 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Unrealized gain (loss) on marketable securities, net of tax | 766 | $ 0 | 0 | 0 | 766 | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | $ 13,077 | $ 2 | 13,075 | 0 | 0 | ||||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 1,938 | ||||||||
Stock Repurchased and Retired During Period, Shares | (7,812) | (7,812) | |||||||
Stock Repurchased and Retired During Period, Value | $ (80,000) | $ (8) | (45,926) | (54,179) | 0 | ||||
Repurchase and retirement of common stock under repurchase plan, including prepayment under accelerated share repurchase program | (100,113) | ||||||||
Stock-based compensation | 15,096 | 0 | 15,096 | 0 | 0 | ||||
Tax shortfall from stock option forfeitures | (5,312) | 0 | (5,312) | 0 | 0 | ||||
Balance at Dec. 31, 2015 | 526,533 | $ 109 | 1,130,368 | (604,317) | 373 | ||||
Balance (in shares) at Dec. 31, 2015 | 109,288 | ||||||||
Net income (loss) | 6,820 | $ 0 | 0 | 6,820 | 0 | ||||
Foreign currency translation adjustment | (13,485) | (13,485) | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Unrealized gain (loss) on marketable securities, net of tax | (396) | 0 | 0 | 0 | (396) | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | 12,297 | $ 3 | 12,294 | 0 | 0 | ||||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 2,502 | ||||||||
Stock Repurchased and Retired During Period, Shares | (736) | ||||||||
Stock Repurchased and Retired During Period, Value | $ (1) | 17,555 | (17,554) | 0 | |||||
Repurchase and retirement of common stock under repurchase plan, including prepayment under accelerated share repurchase program | 0 | ||||||||
Stock-based compensation | 21,013 | 0 | 21,013 | 0 | 0 | ||||
Balance at Dec. 31, 2016 | 552,782 | $ 111 | 1,181,230 | (615,051) | (13,508) | ||||
Balance (in shares) at Dec. 31, 2016 | 111,054 | ||||||||
Net income (loss) | (22,862) | $ 0 | 0 | (22,862) | 0 | ||||
Foreign currency translation adjustment | 7,798 | 7,798 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Unrealized gain (loss) on marketable securities, net of tax | 613 | 0 | 0 | 0 | 613 | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | 10,733 | $ 3 | 10,730 | 0 | 0 | ||||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 2,727 | ||||||||
Stock Repurchased and Retired During Period, Shares | (4,017) | ||||||||
Stock Repurchased and Retired During Period, Value | (36,557) | $ (4) | (13,477) | (36,557) | 0 | ||||
Repurchase and retirement of common stock under repurchase plan, including prepayment under accelerated share repurchase program | (50,038) | ||||||||
Stock-based compensation | 27,403 | 0 | 27,403 | 0 | 0 | ||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | $ (16,651) | $ (16,651) | $ 33,913 | $ 33,913 | |||||
Adjustments to Additional Paid in Capital, Purchase of convertible note hedges | (33,523) | $ (33,523) | |||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 23,173 | 23,173 | |||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | 38,243 | 38,243 | |||||||
Balance at Dec. 31, 2017 | $ 571,584 | $ 110 | $ 1,212,798 | $ (636,227) | $ (5,097) | ||||
Balance (in shares) at Dec. 31, 2017 | 109,764 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (22,862) | $ 6,820 | $ 211,388 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Stock-based compensation | 27,403 | 21,013 | 15,096 |
Depreciation | 13,275 | 12,965 | 12,379 |
Amortization of intangible assets | 41,962 | 37,138 | 25,074 |
Non-cash interest expense and amortization of convertible debt issuance costs | 7,578 | 6,749 | 6,372 |
Loss on extinguishment of debt | 1,082 | 0 | 0 |
Impairment of in-process research and development intangible asset | 0 | 18,300 | 0 |
Change in contingent consideration liability | 0 | (6,845) | 0 |
Deferred tax (benefit) provision | 39,535 | (7,116) | (172,706) |
Excess Tax Benefit from Share-based Compensation, Operating Activities | 0 | (1,196) | (747) |
Non-cash restructuring | 0 | 0 | 583 |
Gain from sale of intellectual property and property, plant and equipment, net | 227 | 0 | (3,670) |
Effect of Exchange Rate on assumed cash liability from acquisition | 0 | (1,558) | 0 |
Change in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | (1,110) | 5,797 | (10,407) |
Prepaids and other assets | 4,354 | (6,205) | (1,042) |
Inventories | 473 | 1,748 | (3,412) |
Accounts payable | (651) | 2,373 | (2,621) |
Accrued salaries and benefits and other accrued liabilities | 5,564 | (1,694) | (2,150) |
Deferred revenue | 607 | 7,313 | 3,107 |
Net cash provided by operating activities | 117,437 | 95,602 | 77,244 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (9,385) | (8,556) | (6,132) |
Payments to Acquire Intangible Assets | 120 | 0 | 0 |
Purchases of marketable securities | (102,497) | (54,869) | (157,811) |
Maturities of marketable securities | 32,048 | 110,081 | 112,721 |
Proceeds from sale of marketable securities | 4,450 | 50,546 | 48,380 |
Proceeds from sale of intellectual property and property, plant and equipment, net | 33 | 113 | 3,933 |
Acquisition of businesses, net of cash acquired | 0 | 202,523 | 0 |
Net cash provided by (used in) investing activities | (75,471) | (105,208) | 1,091 |
Cash flows from financing activities: | |||
Proceeds from Issuance of Senior Long-term Debt | 172,500 | 0 | 0 |
Payments of Debt Issuance Costs | (3,277) | 0 | 0 |
Payments for Hedge, Financing Activities | (33,523) | 0 | 0 |
Proceeds from Issuance of Warrants | 23,173 | 0 | 0 |
Repayment of senior convertible notes | (72,257) | 0 | 0 |
Proceeds received from issuance of common stock under employee stock plans | 15,826 | 15,436 | 13,783 |
Payments under installment payment arrangement | 0 | 0 | (1,717) |
Principal payments against financing lease obligation | (860) | (661) | (478) |
Payment of additional purchase consideration from acquisition | 0 | 10,206 | 0 |
Repurchase and retirement of common stock, including prepayment under accelerated share repurchase program | (50,038) | 0 | (100,113) |
Incremental tax benefits from stock-based compensation | 0 | 1,196 | 747 |
Payments Related to Tax Withholding for Share-based Compensation | (5,099) | (3,064) | (802) |
Net cash provided by (used in) financing activities | 46,445 | 2,701 | (88,580) |
Effect of exchange rate changes on cash and cash equivalents | 2,139 | (1,565) | (117) |
Net increase (decrease) in cash and cash equivalents | 90,550 | (8,470) | (10,362) |
Cash and cash equivalents at beginning of year | 135,294 | 143,764 | 154,126 |
Cash and cash equivalents at end of year | 225,844 | 135,294 | 143,764 |
Cash paid during the period for: | |||
Interest | 1,553 | 1,553 | 1,553 |
Income taxes, net of refunds | 22,733 | 26,787 | 21,679 |
Non-cash investing and financing activities: | |||
Re-measurement of investment upon initial public offering | 0 | 0 | 1,264 |
Property, plant and equipment received and accrued in accounts payable and other accrued liabilities | $ 1,092 | $ 576 | $ 240 |
Formation and Business of the C
Formation and Business of the Company | 12 Months Ended |
Dec. 31, 2017 | |
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”) 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, selling its semiconductor products and providing services to market-leading companies. Building upon the foundation of technologies for memory, SerDes and other chip interfaces, the Company has expanded its portfolio of inventions and solutions to address chip and system security, mobile payments and smart ticketing. The Company intends to continue its growth into new technology fields, consistent with its mission to create value through its innovations and to make those technologies available through the shipment of products, the delivery of services, and the Company's licensing business models. Key to its efforts is continuing to hire and retain world-class inventors, scientists and engineers to lead the development and deployment of inventions and technology solutions for its fields of focus. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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. 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 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. For arrangements that involve the delivery of more than one element, each license, service or product is evaluated to determine whether it qualifies as a separate unit of accounting. This determination is based on whether the deliverable has “stand-alone value” to the customer. The consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. Rambus determines the relative selling price for a deliverable based on its best estimate of selling price (“BESP”). Except for some revenue associated to the acquisition of Bell Identification Ltd., Rambus has determined that vendor-specific objective evidence of selling price for each deliverable is not available as it 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 the first quarter of 2016, the Company acquired Smart Card Software Ltd., which included Bell Identification Ltd. and Ecebs Ltd. which transact mostly in software and hosted services (SaaS) arrangements, respectively. For software arrangements that include multiple elements, including software licenses, professional services and maintenance services, Rambus allocates and defers revenue for the undelivered items (typically only the maintenance services) based on the fair value using vendor specific objective evidence (“VSOE”), and recognizes the difference between the total arrangement fee and the amount deferred for the undelivered item(s) as revenue. VSOE of fair value of each maintenance element is based on the contractual stated renewal rate for that maintenance element. When VSOE of fair value does not exist for undelivered items, the entire arrangement fee is recognized ratably over the performance period. For hosted services arrangements, Rambus recognizes the revenue from the arrangements over the service obligation period. Rambus’ revenue consists of royalty revenue and contract and other revenue derived from Memory and Interface Division ("MID"), RSD and RLD operating segments. Royalty revenue consists of patent license and technology license royalties. Contract and other revenue consists of software license fees, engineering fees associated with integration of Rambus’ technology solutions into its customers’ related support and maintenance, as well as sale of products. The Company's MID business continues to grow its patent portfolio and actively engages 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. 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. 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 Product revenue is recognized upon shipment of product to customers, net of accruals for estimated sales returns and allowances, which to date, have not been significant. However, some of the Company’s sales are made through distributors under arrangements that allow for price protection or rights of return on product unsold by the distributors. Product revenue on sales made through distributors with rights of return or price protection is deferred until the distributors sell the product to end customers. Sales to distributors are included in deferred revenue and the Company defers the related costs until sale to the end customers occurs. Price protection rights allow distributors the right to a credit in the event of declines in the price of the Company’s product that they hold prior to the sale to an end customer. In the event that the Company reduces the selling price of products held by distributors, deferred revenue related to distributors with price protection rights is reduced upon notification to the customer of the price change. The Company’s sales to direct customers are made primarily pursuant to standard purchase orders for delivery of products. The Company generally allows customers to cancel or change purchase orders within limited notice periods prior to the scheduled shipment. For software arrangements that include multiple elements, including software licenses, professional services and maintenance services, Rambus allocates and defers revenue for the undelivered items (typically only the maintenance services) based on the VSOE, and recognizes the difference between the total arrangement fee and the amount deferred for the undelivered item(s) as revenue. VSOE of fair value of each maintenance element is based on the contractual stated renewal rate for that maintenance element. When VSOE of fair value does not exist for undelivered items, the entire arrangement fee is recognized ratably over the performance period. For software arrangements, the Company uses the percentage-of-completion method for contracts that involve the implementation of software solutions and that qualify for percentage-of-completion revenue accounting (e.g. software arrangements that contain a PCS element that has VSOE of fair value established and that have no refund rights that would allow a customer refunds of fees paid under the arrangement). Revenue is recognized based on man-days incurred during the reporting period as compared to the estimated total man-days necessary for each contract, not to exceed the billable project acceptances received, with deferral of corresponding contract costs, if applicable. Should a loss be anticipated on a contract, the full amount of the loss would be recorded when the loss is determinable. Maintenance and support revenue includes post-implementation customer support and the right to unspecified software updates and enhancements on a when and if available basis. The Company recognizes revenue from maintenance arrangements ratably over the period in which the services are provided. For development contracts related to licenses of its solutions that involve significant engineering and integration services, the Company uses the proportional performance method. The measurement of progress to completion is based on actual man-months incurred during the reporting period, not to exceed the billable project acceptances received. Contract costs are recognized as incurred. Maintenance and support revenue includes minimal hours of post-implementation customer support that is recognized ratably over the support period. Cost of Revenue Cost of revenue includes cost of professional services, materials, including cost of wafers processed by third-party foundries, cost associated with packaging and assembly, test and shipping, cost of personnel, including stock-based compensation, and equipment associated with manufacturing support, logistics and quality assurance, warranty cost, amortization of developed technology, amortization of step-up values of inventory from acquisitions, write down of inventories, amortization of production mask costs, overhead and an allocated portion of occupancy costs. 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, 2017 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 definite-lived and indefinite-lived 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 definite-lived 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 . Acquired indefinite-lived intangible assets related to the Company's in-process research and development ("IPR&D") are capitalized and subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, the Company makes a separate determination of the useful life of the acquired indefinite-lived intangible assets and the related amortization is recorded as an expense over the estimated useful life of the specific projects. Indefinite-lived intangible assets are subject to at least an annual assessment for impairment, applying a fair-value based test. Under the income approach, the Company measures fair value of the indefinite-lived intangible assets 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 indefinite-lived intangible assets exceeds its carrying value, the indefinite-lived intangible assets are not impaired and no further testing is required. If the implied fair value of the indefinite-lived intangible assets is less than the carrying value, the difference is recorded as an impairment loss. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventories are reduced for write downs based on periodic reviews for evidence of slow-moving or obsolete parts. The write-down is based on comparison between inventory on hand and estimated future sales for each specific product. Once written down, inventory write downs are not reversed until the inventory is sold or scrapped. Inventory write downs are also established when conditions indicate that the net realizable value is less than cost due to physical deterioration, obsolescence, changes in price level or other causes. Property, Plant and Equipment Property, plant and equipment include 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 , 2 or 7 , and 3 years , respectively. In past years, 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 FASB's 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 are being depreciated on a straight-line basis over an estimated useful life of approximately 39 years . See Note 9, “Balance Sheet Details,” and Note 11, “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. Definite-Lived and Indefinite-Lived Asset Impairment The Company evaluates definite-lived and indefinite-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 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 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 asset group is not recoverable and exceeds its fair value. The impairment charge is recorded to reduce the pre-impairment carrying amount of the 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 assets. During 2017 , the Company did not recognize any impairment of its definite-lived and indefinite-lived assets. During 2016 , the Company recognized an impairment of its IPR&D intangible asset of $18.3 million. See Note 5, "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. Stock-based compensation expense for 2017 , 2016 and 2015 has been reduced for estimated forfeitures. When estimating forfeitures, the Company considers voluntary termination behaviors as well as trends of actual option forfeitures. 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 material 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. 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, 2017 and 2016 . 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 value of the Company's convertible notes fluctuates with interest rates and with the market price of the common 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, 2017 and 2016 , 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. Treasuries, U.S. Government Agencies, 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 note hedge transactions, entered into in connection with the 1.375% convertible senior notes due 2023 (the "2023 Notes"), expose the Company to credit risk to the extent that its counterparties may be unable to meet the terms of the transactions. The Company mitigates this risk by limiting its counterparties to major financial institutions. See Note 10, "Convertible Notes" for further details. The Company's accounts receivable are derived from revenue earned from customers located in the U.S. and internationally. See Note 6, "Segments and Major Customers" for further details. Foreign Currency Translation and Re-measurement The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenue and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized in foreign currency translation included in Accumulated Other Comprehensive Gain (Loss) in the consolidated statements of stockholders’ equity. The Company’s subsidiaries that use the U.S. dollar as their functional currency re-measur |
Recent Accounting Pronouncement
Recent Accounting Pronouncement | 12 Months Ended |
Dec. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncement | Recent Accounting Pronouncements In July 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-11, "Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815)." The amendments in Part I of this ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this ASU recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the FASB codification, to a scope exception. Those amendments do not have an accounting effect. This ASU is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, "Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting," which amends the scope of modification accounting for share-based payment arrangements. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. This ASU is effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-08, "Receivables - Nonrefundable Fees and Other Costs (Topic 310): Premium Amortization on Purchased Callable Debt Securities," which amends the amortization period for certain purchased callable debt securities held at a premium. This ASU will shorten the amortization period for the premium to be amortized to the earliest call date. This ASU does not apply to securities held at a discount, which will continue to be amortized to maturity. This ASU is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which removes Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business." The amendment seeks to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. This ASU is effective for interim and annual reporting periods beginning after December 15, 2017, including interim periods within those periods. The amendments should be applied prospectively on or after the effective dates. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15 which amends the guidance on the classification of certain cash receipts and payments in the statement of cash flows. This ASU provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017 and is applied retrospectively. The Company has early adopted this ASU as of January 1, 2017. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13. The purpose of this ASU is to require a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently evaluating the impact that this guidance will have on its financial condition and results of operations. In March 2016, the FASB issued ASU No. 2016-09, "Improvements to Employee Share-Based Payment Accounting." This ASU simplifies the accounting for share-based payment transactions including the accounting for income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. The updated standard no longer requires cash flows related to excess tax benefits to be presented as a financing activity separate from other income tax cash flows. The update also allows entities to repurchase more of an employee's shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments to taxing authorities made on an employee's behalf for withheld shares should be presented as a financing activity on the statement of cash flows, and provides for an accounting policy election to account for forfeitures as they occur. The Company adopted this ASU on January 1, 2017. The impact of the adoption is as follows: • This ASU requires excess tax benefits to be recognized regardless of whether the benefit reduces taxes payable. The adoption of this guidance on a modified retrospective basis resulted in the recognition of a cumulative-effect adjustment of $38.2 million that reduced the Company's accumulated deficit and increased its deferred tax assets as of January 1, 2017. The previously unrecognized California excess tax effects were recorded as a deferred tax asset net of a valuation allowance. • Excess tax benefits from stock based compensation are now classified in operating activities in the statement of cash flows instead of being separately stated in financing activities for the year ended December 31, 2017 (adopted prospectively). • During the year ended December 31, 2017, the Company included approximately $5.1 million in payments of taxes on restricted stock units within financing activities in the consolidated statements of cash flows. Prior to the adoption of this ASU, the Company included these payments within the operating activities section of the cash flow. Consequently, the Company reclassified $3.1 million and $0.8 million in payments of taxes on restricted stock units from operating activities to financing activities during the years ended December 31, 2016 and 2015, respectively, to conform with the current period presentation. • The Company has elected to continue to estimate forfeitures expected to occur to determine the amount of stock-based compensation cost to be recognized in each period. As such, the guidance relating to forfeitures did not have an impact on its accumulated deficit as of January 1, 2017. • Additionally, the Company anticipates the potential for increased periodic volatility in future effective tax rates as a result of the continued application of ASU No. 2016-09. In February 2016, the FASB issued ASU No. 2016-02, "Leases." This ASU requires lessees to recognize right-of-use assets and liabilities for operating leases, initially measured at the present value of the lease payments, on the balance sheet. In addition, it requires lessees to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. In January 2018, the FASB issued ASU No. 2018-01, which clarifies the related transition and accounting for existing and new or modified land easements. The ASUs will become effective for the Company in the first quarter of fiscal year 2019, and requires adoption using a modified retrospective approach. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory (Topic 330)," which applies to inventory that is measured using first-in, first-out (“FIFO”) or average cost. Under the updated guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory that is measured using last-in, last-out (“LIFO”). This ASU is effective for annual and interim periods beginning after December 15, 2016, and should be applied prospectively with early adoption permitted at the beginning of an interim or annual reporting period. The Company adopted this ASU on January 1, 2017. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“the New Revenue Standard”). The New Revenue Standard sets forth a single, comprehensive revenue recognition model for all contracts with customers to improve comparability. The New Revenue Standard requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March 2016, the FASB amended the principal-versus-agent implementation guidance and illustrations in the New Revenue Standard. In April 2016, the FASB amended the guidance on identifying performance obligations and the implementation guidance on licensing in the New Revenue Standard. In May 2016, the FASB amended the guidance on collectability, noncash consideration, presentation of sales tax, and transition to the New Revenue Standard. In November 2017, the FASB amended the codification to incorporate SEC Staff Accounting Bulletin (SAB) No. 116 that brings existing SEC staff guidance into conformity with the FASB's adoption of and amendments to the New Revenue Standard. The New Revenue Standard will be effective for the Company beginning on January 1, 2018. The New Revenue Standard can be applied either retrospectively to each prior reporting period presented (i.e., full retrospective adoption) or with the cumulative effect of initially applying the update recognized at the date of the initial application (i.e., modified retrospective adoption) along with additional disclosures. The Company will adopt the New Revenue Standard effective January 1, 2018 and will utilize the full retrospective method to restate each prior period presented. A cumulative-effect adjustment to the opening balance of accumulated deficit as of January 1, 2016 will be determined on the basis of the impact of the New Revenue Standard on the accounting for contracts that were not completed as of that date. As part of the Company’s assessment and implementation plan, the Company is evaluating and implementing internal control changes and key systems functionality to enable the preparation and reporting of the financial information required by the New Revenue Standard, and has reached conclusions on key accounting considerations related to the New Revenue Standard. The Company expects the New Revenue Standard to have a material impact on royalty revenue due to the elimination of mandatory revenue deferral for extended payment terms. Based on the results of the Company’s impact assessment analysis, the New Revenue Standard will materially impact the timing of revenue recognition for the Company’s fixed-fee intellectual property (IP) and minimum guarantee licensing arrangements as such revenue will be accelerated and recognized upon commencement of a license term, as opposed to over time as is the case under current U.S. GAAP, and the Company will be required to compute and recognize interest income over time under such arrangements, as control over the IP transfers significantly in advance of cash being received from licensees. The Company expects such changes to its current revenue recognition practices to significantly increase volatility in its quarterly revenue trends. In addition, and in accordance with existing U.S. GAAP, the Company currently recognizes revenue from per-unit royalty-based IP licenses in the period the licensee reports its sales, generally in the quarter after the underlying sales by the licensee occurred. On adoption of the New Revenue Standard, such royalties will be recognized as revenue during the period in which the licensee's sales are estimated to have occurred, which will result in an adjustment to revenue when actual amounts are subsequently reported by the Company's licensees. The Company is still assessing the impact that the adoption of the New Revenue Standard will have on its other revenue streams. The Company will finalize its accounting assessment and quantification of the effects the New Revenue Standard will have on its consolidated financial statements during the first quarter of 2018. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Net income (loss) per share: Numerator: Net income (loss) $ (22,862 ) $ 6,820 $ 211,388 Denominator: Weighted-average common shares outstanding - basic 110,198 110,162 114,814 Effect of potential dilutive common shares — 2,978 2,670 Weighted-average common shares outstanding - diluted 110,198 113,140 117,484 Basic net income (loss) per share $ (0.21 ) $ 0.06 $ 1.84 Diluted net income (loss) per share $ (0.21 ) $ 0.06 $ 1.80 For the years ended December 31, 2017 , 2016 and 2015 , options to purchase approximately 1.5 million , 2.2 million and 2.5 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 year ended December 31, 2017 , an additional 3.7 million shares have been excluded from the weighted average dilutive shares because there was a net loss for the period. These shares do not include the Company’s 2023 Notes and the 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 $18.93 and $12.07, respectively, per share is payable in cash, shares of the Company’s common stock or a combination of both. The Company has the option to pay cash, issue shares of common stock or any combination thereof for the aggregate amount due upon conversion of the notes. The Company’s intent is to settle the principal amount of the notes in cash upon conversion. As a result, upon conversion of the notes, only the amounts payable in excess of the principal amounts of the notes are considered in diluted earnings per share under the treasury stock method. Refer to Note 10, "Convertible Notes” for more details. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill In the fourth quarter of 2017 and 2016, the Company performed its annual goodwill impairment analysis for the MID and RSD 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, 2017, the fair value of the MID reporting unit, with $66.6 million of goodwill, exceeded the carrying value of its net assets by approximately 270% and the fair value of the RSD reporting unit, with $143.0 million of goodwill, exceeded the carrying value of its net assets by approximately 155% . Key assumptions used to determine the fair value of the MID and RSD reporting units at December 31, 2017, 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 12% for MID and 16.5% for RSD is based on the reporting units’ overall risk profile relative to other guideline companies, market adoption of the Company's technology, 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. As of December 31, 2016, the fair value of the MID reporting unit, with $66.6 million of goodwill, exceeded the carrying value of its net assets by approximately 299% and the fair value of the RSD reporting unit, with $138.2 million of goodwill, exceeded the carrying value of its net assets by approximately 89% . Key assumptions used to determine the fair value of the MID and RSD reporting units at December 31, 2016, 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 12% for MID and 16.5% for RSD is based on the reporting units’ overall risk profile relative to other guideline companies, market adoption of the Company's technology, 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 intangible 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 intangible assets to become impaired. If the Company determines that its goodwill or intangible 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. Goodwill The following tables present goodwill information for each of the reportable segments for the years ended December 31, 2017 and December 31, 2016 : Reportable Segment: December 31, Addition to Goodwill (1) Impairment Charge of Goodwill Effect of Exchange Rates (2) December 31, (In thousands) MID $ 66,643 $ — $ — $ — $ 66,643 RSD 138,151 803 — 4,064 143,018 Total $ 204,794 $ 803 $ — $ 4,064 $ 209,661 (1) During the first quarter of 2017, the Company corrected an immaterial error related to an overstatement in prepaids and other current assets that originated in 2016. (2) Effect of exchange rates relates to foreign currency translation adjustments for the period. As of December 31, 2017 Reportable Segment: Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount (In thousands) MID $ 66,643 $ — $ 66,643 RSD 143,018 — 143,018 Other 21,770 (21,770 ) — Total $ 231,431 $ (21,770 ) $ 209,661 Reportable Segment: December 31, Addition to Goodwill (1) Impairment Charge of Goodwill Effect of Exchange Rates (2) December 31, MID $ 19,905 $ 46,738 $ — $ — $ 66,643 RSD 96,994 46,903 — (5,746 ) 138,151 Total $ 116,899 $ 93,641 $ — $ (5,746 ) $ 204,794 (1) The additions to goodwill are a result of the acquisitions of Smart Card Software Limited (“SCS”) during the first quarter of 2016, and Inphi's Memory Interconnect Business and the assets of the Snowbush IP group during the third quarter of 2016. See Note 18, “Acquisitions” for further details. (2) Effect of exchange rates relates to foreign currency translation adjustments for the period. As of December 31, 2016 Reportable Segment: Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount MID $ 66,643 $ — $ 66,643 RSD 138,151 — 138,151 Other 21,770 (21,770 ) — Total $ 226,564 $ (21,770 ) $ 204,794 Intangible Assets The components of the Company’s intangible assets as of December 31, 2017 and December 31, 2016 were as follows: As of December 31, 2017 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Existing technology 3 to 10 years $ 258,008 $ (191,554 ) $ 66,454 Customer contracts and contractual relationships 1 to 10 years 68,794 (48,626 ) 20,168 Non-compete agreements and trademarks 3 years 300 (300 ) — In-process research and development Not applicable 5,100 — $ 5,100 Total intangible assets $ 332,202 $ (240,480 ) $ 91,722 As of December 31, 2016 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Existing technology (1) 3 to 10 years $ 256,656 $ (156,577 ) $ 100,079 Customer contracts and contractual relationships (1) 1 to 10 years 65,109 (37,900 ) 27,209 Non-compete agreements and trademarks 3 years 300 (300 ) — In-process research and development (2) Not applicable 5,100 — $ 5,100 Total intangible assets $ 327,165 $ (194,777 ) $ 132,388 (1) Includes intangible assets from the acquisitions of SCS, Inphi's Memory Interconnect Business, and the assets of the Snowbush IP group. See Note 18, “Acquisitions” for further details. (2) Includes intangible assets from the acquisitions of Inphi's Memory Interconnect Business and the assets of the Snowbush IP group. See Note 18, “Acquisitions” for further details. The in-process research and development assets are accounted for as indefinite-lived intangible assets until the underlying projects are completed or abandoned. During the fourth quarter of 2016, the Company recorded a charge of $18.3 million related to the impairment of some of the in-process research and development intangible asset of the original $21.8 million acquired in the acquisition of the assets of the Snowbush IP group. The impairment of this intangible asset resulted from a delay in the market served by this initiative. This delay will not impact the short-term revenue expectations but may impact the Company's revenue expectations several years into the future. Included in customer contracts and contractual relationships are favorable contracts which are acquired software and service agreements where the Company has no performance obligations. Cash received from these acquired favorable contracts reduce the favorable contract intangible asset. During 2017 and 2016 , the Company received $3.6 million and $5.9 million related to the favorable contracts, respectively. As of December 31, 2017 and 2016 , the net balance of the favorable contract intangible assets was $1.7 million and $3.6 million , respectively. The estimated useful life is based on expected payment dates related to the favorable contracts. During the year ended December 31, 2017, the Company acquired patents related to its memory technology for an immaterial amount. The Company did not purchase any intangible assets in 2016, except for those intangible assets acquired in the acquisitions during 2016. See Note 18, “Acquisitions” for further details. During the years ended December 31, 2017, 2016 and 2015, the Company did not sell any intangible assets. Amortization expense for intangible assets for the years ended December 31, 2017 , 2016 , and 2015 was $42.0 million , $37.1 million , and $25.1 million , respectively. The estimated future amortization expense of intangible assets as of December 31, 2017 was as follows (amounts in thousands): Years Ending December 31: Amount 2018 $ 30,382 2019 19,942 2020 19,220 2021 12,683 2022 1,331 Thereafter 3,064 Total amortizable purchased intangible assets 86,622 In-process research and development 5,100 Total intangible assets $ 91,722 |
Segments and Major Customers
Segments and Major Customers | 12 Months Ended |
Dec. 31, 2017 | |
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. The Company determined its CODM to be the Chief Executive Officer and determined its operating segments to be: (1) MID, which focuses on the design, development, manufacturing through partnerships and licensing of technology and solutions that is related to memory and interfaces; (2) RSD, which focuses on the design, development, deployment and licensing of technologies for chip, system and in-field application security, anti-counterfeiting, smart ticketing and mobile payments; (3) ESD, which includes the Rambus Labs team, the computational sensing and imaging group as well as the development efforts in the area of emerging technologies; and (4) RLD, which focuses on the design, development and licensing of technologies for advanced LED-based lighting solutions. For the year ended December 31, 2017 , MID and RSD 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”. 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 tables below present reported segment operating income (loss) for the years ended December 31, 2017 , 2016 and 2015 : For the Year Ended December 31, 2017 MID RSD Other Total (In thousands) Revenues $ 280,704 $ 96,663 $ 15,729 $ 393,096 Segment operating expenses 86,044 50,010 33,860 169,914 Segment operating income (loss) $ 194,660 $ 46,653 $ (18,131 ) $ 223,182 Reconciling items (168,775 ) Operating income $ 54,407 Interest and other income (expense), net (13,418 ) Income before income taxes $ 40,989 For the Year Ended December 31, 2016 MID RSD Other Total (In thousands) Revenues $ 239,843 $ 76,175 $ 20,579 $ 336,597 Segment operating expense 68,460 51,855 30,397 150,712 Segment operating income (loss) $ 171,383 $ 24,320 $ (9,818 ) $ 185,885 Reconciling items (152,243 ) Operating income $ 33,642 Interest and other income (expense), net (11,005 ) Income before income taxes $ 22,637 For the Year Ended December 31, 2015 MID RSD Other Total (In thousands) Revenues $ 221,968 $ 50,497 $ 23,813 $ 296,278 Segment operating expenses 47,780 29,056 32,147 108,983 Segment operating income (loss) $ 174,188 $ 21,441 $ (8,334 ) $ 187,295 Reconciling items (115,875 ) Operating income $ 71,420 Interest and other income (expense), net (11,189 ) Income before income taxes $ 60,231 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, 2017 and December 31, 2016, respectively, was as follows: As of December 31, Customer 2017 2016 Customer 1 (MID reportable segment) * 13 % Customer 2 (Other segment) 12 % 12 % Customer 3 (MID and RSD reportable segment) 13 % * Customer 4 (RSD reportable segment) * 17 % Customer 5 (RSD reportable segment) 11 % * _________________________________________ * 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, 2017 , 2016 and 2015 were as follows: Years Ended December 31, 2017 2016 2015 Customer A (MID and RSD reportable segments) 17 % 19 % 20 % Customer B (MID reportable segment) 13 % 20 % 19 % Customer C (MID reportable segment) 13 % 13 % 13 % Revenue from customers in the geographic regions based on the location of contracting parties is as follows: Years Ended December 31, 2017 2016 2015 (In thousands) USA $ 165,263 $ 121,209 $ 118,278 South Korea 115,811 129,542 115,486 Japan 23,378 30,215 29,687 Europe 22,597 16,031 9,616 Canada 4,373 3,478 214 Singapore 22,554 17,908 16,312 Asia-Other 39,120 18,214 6,685 Total $ 393,096 $ 336,597 $ 296,278 At December 31, 2017 , of the $54.3 million of total property, plant and equipment, approximately $47.2 million were located in the United States, $3.4 million were located in India and $3.7 million were located in other foreign locations. At December 31, 2016 , of the $58.4 million of total property, plant and equipment, approximately $55.0 million were located in the United States, $1.3 million were located in India and $2.1 million were located in other foreign locations. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 , 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, 2017 (Dollars in thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 10,915 $ 10,915 $ — $ — 1.16 % U.S. Government bonds and notes 55,220 55,221 — (1 ) 1.12 % Corporate notes, bonds, commercial paper and other 195,073 195,204 — (131 ) 1.39 % Total cash equivalents and marketable securities 261,208 261,340 — (132 ) Cash 68,168 68,168 — — Total cash, cash equivalents and marketable securities $ 329,376 $ 329,508 $ — $ (132 ) As of December 31, 2016 (Dollars in thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 10,681 $ 10,681 $ — $ — 0.41 % U.S. Government bonds and notes 48,292 48,291 1 — 0.39 % Corporate notes, bonds, commercial paper and other 62,178 62,199 — (21 ) 0.66 % Total cash equivalents and marketable securities 121,151 121,171 1 (21 ) Cash 51,031 51,031 — — Total cash, cash equivalents and marketable securities $ 172,182 $ 172,202 $ 1 $ (21 ) Available-for-sale securities are reported at fair value on the balance sheets and classified as follows: As of December 31, December 31, (Dollars in thousands) Cash equivalents $ 157,676 $ 84,263 Short term marketable securities 103,532 36,888 Total cash equivalents and marketable securities 261,208 121,151 Cash 68,168 51,031 Total cash, cash equivalents and marketable securities $ 329,376 $ 172,182 The Company continues to invest in highly rated quality, highly liquid debt securities. As of December 31, 2017 , 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, 2017 and 2016 are as follows: Fair Value Gross Unrealized Loss December 31, December 31, December 31, December 31, (In thousands) Less than one year U.S. Government bonds and notes $ 42,581 $ 18,395 $ (1 ) $ — Corporate notes, bonds and commercial paper 194,015 54,377 (131 ) (21 ) Total Corporate notes, bonds, and commercial paper and U.S. Government bonds and notes $ 236,596 $ 72,772 $ (132 ) $ (21 ) The gross unrealized loss at December 31, 2017 and 2016 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 U.S. government-sponsored obligations and 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 8, “Fair Value of Financial Instruments,” for discussion regarding the fair value of the Company’s cash equivalents and marketable securities. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
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 the 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 previously included a cost investment whose value is determined using inputs that are both unobservable and significant to the fair value measurements, as discussed below. 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, 2017 and 2016 : As of December 31, 2017 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 $ 10,915 $ 10,915 $ — $ — U.S. Government bonds and notes 55,220 — 55,220 — Corporate notes, bonds, commercial paper and other 195,073 1,058 194,015 — Total available-for-sale securities $ 261,208 $ 11,973 $ 249,235 $ — As of December 31, 2016 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 $ 10,681 $ 10,681 $ — $ — U.S. Government bonds and notes 48,292 — 48,292 — Corporate notes, bonds, commercial paper and other 62,178 303 61,875 — Total available-for-sale securities $ 121,151 $ 10,984 $ 110,167 $ — 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. During the years ended December 31, 2017 and 2016 , the Company recorded no other-than-temporary impairment charges on its investments. During the years ended December 31, 2017 and 2016 , 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, 2017 and 2016 : As of December 31, 2017 As of December 31, 2016 (in thousands) Face Value Carrying Value Fair Value Face Value Carrying Value Fair Value 1.375% Convertible Senior Notes due 2023 $ 172,500 $ 135,447 $ 173,450 $ — $ — $ — 1.125% Convertible Senior Notes due 2018 $ 81,207 $ 78,451 $ 100,802 $ 138,000 $ 126,167 $ 173,961 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 10, “Convertible Notes,” as of December 31, 2017 , the convertible notes are carried at their face values of $172.5 million and $81.2 million , respectively, less any unamortized debt discount and unamortized debt issuance costs. The carrying value of other financial instruments, including accounts receivable, accounts payable and other liabilities, approximates fair value due to their short maturities. Information regarding the Company's goodwill and long-lived assets balances are disclosed in Note 5, "Intangible Assets and Goodwill". |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details Inventories Inventories consist of the following: As of December 31, 2017 2016 (In thousands) Raw materials $ 2,976 $ 3,773 Work in process 1,109 616 Finished goods 1,074 1,244 $ 5,159 $ 5,633 Property, Plant and Equipment, net Property, plant and equipment, net is comprised of the following: As of December 31, 2017 2016 (In thousands) Building $ 40,320 $ 40,320 Computer software 18,424 20,922 Computer equipment 36,607 36,608 Furniture and fixtures 16,881 15,140 Leasehold improvements 10,110 7,176 Machinery 16,936 17,406 Construction in progress 1,831 1,075 141,109 138,647 Less accumulated depreciation and amortization (86,806 ) (80,205 ) $ 54,303 $ 58,442 Depreciation expense for the years ended December 31, 2017 , 2016 and 2015 was $13.3 million , $13.0 million and $12.4 million , respectively. Accumulated Other Comprehensive Gain (Loss) Accumulated other comprehensive gain (loss) is comprised of the following: As of December 31, 2017 2016 (In thousands) Foreign currency translation adjustments $ (5,593 ) $ (13,392 ) Unrealized gain (loss) on available-for-sale securities, net of tax 496 (116 ) Total $ (5,097 ) $ (13,508 ) |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 As of December 31, 2016 1.375% Convertible Senior Notes due 2023 $ 172,500 $ — 1.125% Convertible Senior Notes due 2018 81,207 138,000 Total principal amount of convertible notes 253,707 138,000 Unamortized discount - 2023 Notes (34,506 ) — Unamortized discount - 2018 Notes (2,547 ) (10,913 ) Unamortized debt issuance costs - 2023 Notes (2,547 ) — Unamortized debt issuance costs - 2018 Notes (209 ) (920 ) Total convertible notes $ 213,898 $ 126,167 Less current portion 78,451 — Total long-term convertible notes $ 135,447 $ 126,167 1.375% Convertible Senior Notes due 2023. On November 17, 2017, the Company issued $172.5 million aggregate principal amount of 1.375% convertible senior notes pursuant to an indenture (the “2023 Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). In accounting for the 2023 Notes at issuance, the Company separated the 2023 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 2023 Notes was $137.3 million and the equity component of the 2023 Notes was $35.2 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 2023 Notes is being amortized to interest expense using the effective interest method over approximately five years . The 2023 Notes bear interest at a rate of 1.375% per year, payable semi-annually on February 1 and August 1 of each year, beginning on August 1, 2018. The 2023 Notes will mature on February 1, 2023, unless earlier repurchased by the Company or converted pursuant to their terms. The Company incurred transaction costs of approximately $3.3 million related to the issuance of 2023 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 2023 Notes to such components. Transaction costs allocated to the liability component of $2.6 million are netted against the carrying amount of the liability in the consolidated balance sheet and are amortized to interest expense using the effective interest method over the term of the 2023 Notes. The transaction costs allocated to the equity component of $0.7 million were recorded as additional paid-in capital. The initial conversion rate of the 2023 Notes is 52.8318 shares of the Company's common stock per $1,000 principal amount of 2023 Notes (which is equivalent to an initial conversion price of approximately $18.93 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the 2023 Indenture), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2023 Notes in connection with such make-whole fundamental change. Prior to the close of business on the business day immediately preceding November 1, 2022, the 2023 Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after March 31, 2018, and only during such calendar quarter, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which, for each trading day of that period, the trading price per $1,000 principal amount of 2023 Notes for such trading day was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) upon the occurrence of specified distributions to holders of our common stock; or (4) upon the occurrence of specified corporate transactions. On or after November 1, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2023 Notes may convert all or a portion of their 2023 Notes regardless of the foregoing conditions. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2023 Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the 2023 Notes being converted. The Company may not redeem the 2023 Notes prior to the maturity date and no sinking fund is provided for the 2023 Notes. Upon the occurrence of a fundamental change (as defined in the 2023 Indenture) prior to the maturity date, holders may require the Company to repurchase all or a portion of the 2023 Notes for cash at a price equal to 100% of the principal amount of the 2023 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2023 Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment with the Company’s existing and future liabilities that are not so subordinated, including its outstanding “2018 Notes”; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to any existing and future indebtedness and other liabilities (including trade payables, but excluding intercompany obligations and liabilities) and any preferred stock of subsidiaries of the Company. The following events are considered “events of default” with respect to the 2023 Notes, which may result in the acceleration of the maturity of the 2023 Notes: (1) the Company defaults in the payment when due of any principal of any of the 2023 Notes at maturity or upon exercise of a repurchase right or otherwise; (2) the Company defaults in the payment of any interest, including additional interest, if any, on any of the 2023 Notes, when the interest becomes due and payable, and continuance of such default for a period of 30 days; (3) failure by the Company to comply with its obligation to convert the 2023 Notes in accordance with the 2023 Indenture upon exercise of a holder’s conversion right; (4) failure by the Company to give a fundamental change notice or notice of a specified corporate transaction when due with respect to the Notes; (5) failure by the Company to comply with any of its other agreements contained in the 2023 Notes or the 2023 Indenture for a period of 60 days after written notice from the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding has been received; (6) failure by the Company to pay when due the principal of, or acceleration of, any indebtedness for money borrowed by the Company or any of its Material Subsidiaries (as defined in the 2023 Indenture) in excess of $40.0 million principal amount, if such indebtedness is not discharged, or such acceleration is not annulled, for a period of 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by holders of 25% or more in aggregate principal amount of the 2023 Notes then outstanding in accordance with the 2023 Indenture; and (7) certain events of bankruptcy, insolvency or reorganization of the Company or any of its Material Subsidiaries (as defined in the Indenture). If such an event of default, other than an event of default described in clause (7) above with respect to the Company, occurs and is continuing, the Trustee by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the outstanding Notes by notice to the Company and the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the Notes then outstanding to be due and payable. If an event of default described in clause (7) above occurs, 100% of the principal of and accrued and unpaid interest on the Notes then outstanding will automatically become due and payable. Note Hedges and Warrants. On November 14, 2017 and November 16, 2017, in connection with the 2023 Notes, the Company entered into privately negotiated convertible note hedge transactions (the “Convertible Note Hedge Transactions”) with respect to the Company’s common stock, par value $0.001 per share (the “Common Stock”), with certain bank counterparties (the “Counterparties”). The Company paid an aggregate amount of approximately $33.5 million to the Counterparties for the Convertible Note Hedge Transactions. The Convertible Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2023 Notes, approximately 9.1 million shares of Common Stock, the same number of shares underlying the 2023 Notes, at a strike price that corresponds to the initial conversion price of the 2023 Notes, and are exercisable upon conversion of the 2023 Notes. The Convertible Note Hedge Transactions will expire upon the maturity of the 2023 Notes. The Convertible Note Hedge Transactions are intended to reduce the potential economic dilution upon conversion of the 2023 Notes. The Convertible Note Hedge Transactions are separate transactions and are not part of the terms of the 2023 Notes. Holders of the 2023 Notes will not have any rights with respect to the Convertible Note Hedge Transactions. In addition, concurrently with entering into the Convertible Note Hedge Transactions, the Company separately entered into privately negotiated warrant transactions, whereby the Company sold to the Counterparties warrants (the “Warrants”) to acquire, collectively, subject to anti-dilution adjustments, approximately 9.1 million shares of the Common Stock at an initial strike price of approximately $23.30 per share, which represents a premium of 60% over the last reported sale price of the Common Stock of $14.56 on November 14, 2017. The Company received aggregate proceeds of approximately $23.2 million from the sale of the Warrants to the Counterparties. The Warrants are separate transactions and are not part of the 2023 Notes or Convertible Note Hedge Transactions. Holders of the 2023 Notes and Convertible Note Hedge Transactions will not have any rights with respect to the Warrants. The amounts paid and received for the Convertible Note Hedge Transactions and Warrants have been recorded in additional paid-in capital in the consolidated balance sheets. The fair value of the Convertible Note Hedge Transactions and Warrants are not re-measured through earnings each reporting period. The amounts paid for the Convertible Note Hedge Transactions are tax deductible expenses, while the proceeds received from the Warrants are not taxable. Impact to Earnings per Share. The 2023 Notes will have no impact to diluted earnings per share until the average price of our Common Stock exceeds the conversion price of $18.93 per share because the principal amount of the 2023 Notes is required to be settled in cash upon conversion. Under the treasury stock method, in periods the Company reports net income, the Company is required to include the effect of additional shares that may be issued under the 2023 Notes when the price of the Company’s Common Stock exceeds the conversion price. Under this method, the cumulative dilutive effect of the 2023 Notes would be approximately 9.1 million shares if the average price of the Company’s Common Stock is $18.93. However, upon conversion, there will be no economic dilution from the 2023 Notes, as exercise of the Convertible Note Hedge Transactions eliminates any dilution from the 2023 Notes that would have otherwise occurred when the price of the Company’s Common Stock exceeds the conversion price. The Convertible Note Hedge Transactions are required to be excluded from the calculation of diluted earnings per share, as they would be anti-dilutive under the treasury stock method. The warrants will have a dilutive effect when the average share price exceeds the warrant’s strike price of $23.30 per share. However, upon conversion, the Convertible Note Hedge Transactions would neutralize the dilution from the 2023 Notes so that there would only be dilution from the warrants. 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 "2018 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 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 2023 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 or more trading days (whether or not consecutive) during a period of 30 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 2018 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 2018 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. During the fourth quarter of 2017, the Company repurchased $56.8 million aggregate principal amount of the 2018 Notes for a price of $72.3 million which resulted in a loss on extinguishment of debt of $1.1 million and $16.6 million being recorded in stockholders' equity. To determine the impact of the repurchase on stockholders' equity, the Company first determined the fair value of the liability component of the repurchased 2018 Notes immediately prior to the repurchase. The Company then reduced the amount paid for the repurchased 2018 Notes by the fair value of the liability component and allocated the remaining amount paid to the equity component, which resulted in a reduction to stockholders' equity. As of December 31, 2017, $81.2 million aggregate principal amount of 2018 Notes remains outstanding. Additional paid-in capital at December 31, 2017 and December 31, 2016 includes $111.3 million and $93.4 million , respectively, for each year related to the equity component of the notes. As of December 31, 2017 , none of the conversion conditions were met related to the notes. Therefore, the classification of the entire equity component for the notes in permanent equity is appropriate as of December 31, 2017 . Interest expense related to the notes for the years ended December 31, 2017 , 2016 and 2015 was as follows: Years Ended December 31, 2017 2016 2015 (in thousands) 2023 Notes coupon interest at a rate of 1.375% $ 290 $ — $ — 2023 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 4.9% 768 — — 2018 Notes coupon interest at a rate of 1.125% 1,488 1,553 1,567 2018 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 5.5% 6,810 6,749 6,372 Total interest expense on convertible notes $ 9,356 $ 8,302 $ 7,939 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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 RLD 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 . On January 30, 2018, the Company announced its plans to close its lighting division and manufacturing operations in Brecksville, Ohio, and began the process to exit the facilities and sell the related equipment. Refer to Note 19, “Subsequent Event,” for additional details. 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, 2017 , 2016 and 2015 , the Company recognized in its Consolidated Statements of Operations $4.4 million , $4.4 million , and $4.5 million , respectively, of interest expense in connection with the imputed financing obligation on these facilities. At December 31, 2017 and 2016 , the imputed financing obligation balance in connection with these facilities was $38.3 million and $38.9 million , respectively, which was primarily classified under long-term imputed financing obligation. As of December 31, 2017 and 2016 , 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. 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. During the fourth quarter of 2017, the Company repurchased $56.8 million aggregate principal amount of the 2018 Notes. The aggregate principal amount of the 2018 notes as of December 31, 2017 and 2016 was $81.2 million and $138.0 million , respectively, offset by unamortized debt discount and unamortized debt issuance costs of $2.5 million and $0.2 million , respectively, and $10.9 million and $0.9 million , respectively, on 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 8 months until maturity of the 2018 Notes on August 15, 2018. On November 17, 2017, the Company entered into an Indenture with U.S. Bank, National Association, as trustee, relating to the issuance by the Company of $172.5 million aggregate principal amount of the 2023 Notes. The aggregate principal amount of the 2023 notes as of December 31, 2017 was $172.5 million , offset by unamortized debt discount and unamortized debt issuance costs of $34.5 million and $2.5 million , respectively, on the accompanying consolidated balance sheets. The unamortized discount related to the 2023 Notes is being amortized to interest expense using the effective method over the remaining 5.1 years until maturity of the 2023 Notes on February 1, 2023. See Note 10, “Convertible Notes,” for additional details. As of December 31, 2017 , the Company’s material contractual obligations are as follows (in thousands): Total 2018 2019 2020 2021 2022 Thereafter Contractual obligations (1) Imputed financing obligation (2) $ 15,918 $ 6,447 $ 6,602 $ 2,869 $ — $ — $ — Leases and other contractual obligations 26,225 6,757 5,678 4,705 4,839 3,381 865 Software licenses (3) 13,982 10,450 3,532 — — — — Convertible notes 253,707 81,207 — — — — 172,500 Interest payments related to convertible notes 13,443 2,763 2,372 2,372 2,372 2,372 1,192 Total $ 323,275 $ 107,624 $ 18,184 $ 9,946 $ 7,211 $ 5,753 $ 174,557 ______________________________________ (1) The above table does not reflect possible payments in connection with uncertain tax benefits of approximately $22.6 million including $20.4 million recorded as a reduction of long-term deferred tax assets and $2.2 million in long-term income taxes payable, as of December 31, 2017 . As noted below in Note 16, “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 agreements generally having terms longer than one year. Rent expense was approximately $4.4 million , $3.8 million and $2.7 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Indemnifications From time to time, the Company indemnifies certain customers as a necessary means of doing business. Indemnification covers customers for losses suffered or incurred by them as a result of any patent, copyright, or other intellectual property infringement or any other 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, however, this is not always possible. The fair value of the liability as of December 31, 2017 and 2016 is not material. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
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 2006 Equity Incentive Plan (the “2006 Plan”) and the 2015 Equity Incentive Plan (the “2015 Plan”). On April 23, 2015, the Company's stockholders approved the 2015 Plan, which authorizes 4,000,000 shares for future issuance plus the number of shares that remained available for grant under the 2006 Plan as of the effective date of the 2015 Plan. The 2015 Plan became effective and replaced the 2006 Plan on April 23, 2015. The 2015 Plan was the Company’s only plan for providing stock-based incentive awards to eligible employees, executive officers, non-employee directors and consultants as of December 31, 2017 . Grants under all plans typically have a requisite service period of 60 months or 48 months , have straight-line vesting schedules and expire not more than 10 years from date of grant. No further awards will be made under the 2006 Plan, but the 2006 Plan will continue to govern awards previously granted under it. In addition, any shares subject to stock options or other awards granted under the 2006 Plan that on or after the effective date of the 2015 Plan are forfeited, cancelled, exchanged or surrendered or terminate under the 2006 Plan will become available for grant under the 2015 Plan. The Board will periodically review actual share consumption under the 2015 Plan and may make a request for additional shares as needed. 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 Stock Option Plan (the "1997 Plan") was replaced and the 1999 Non-statutory Stock Option Plan (the "1999 Plan") was terminated. There are no outstanding options from the 1997 Plan or 1999 Plan as of December 31, 2017 . 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 were eligible for awards under the 2006 Plan included 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. As of December 31, 2017 , 5,051,147 shares of the 35,400,000 shares approved under the plans remain available for grant. The 2015 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, 2014 10,724,228 Increase in shares approved for issuance 4,000,000 Stock options granted (362,335) Stock options forfeited 1,624,823 Stock options expired under former plans (657,878) Nonvested equity stock and stock units granted (1) (2) (4,537,797) Nonvested equity stock and stock units forfeited (1) 382,504 Total shares available for grant as of December 31, 2015 11,173,545 Stock options granted (500,000) Stock options forfeited 1,081,107 Stock options expired under former plans (412,467) Nonvested equity stock and stock units granted (1) (3) (5,316,675) Nonvested equity stock and stock units forfeited (1) 1,279,858 Total shares available for grant as of December 31, 2016 7,305,368 Stock options granted (558,426) Stock options forfeited 1,978,042 Nonvested equity stock and stock units granted (1) (4) (5,007,947) Nonvested equity stock and stock units forfeited (1) 1,334,110 Total shares available for grant as of December 31, 2017 5,051,147 ______________________________________ (1) For purposes of determining the number of shares available for grant under the 2015 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 238,980 shares that had been reserved for potential future issuance related to certain performance unit awards discussed under the section titled "Nonvested Equity Stock and Stock Units" below. (3) Amount includes 300,003 shares that had been reserved for potential future issuance related to certain performance unit awards discussed under the section titled "Nonvested Equity Stock and Stock Units" below. (4) Amount includes 394,853 shares that have been reserved for potential future issuance related to certain performance unit awards discussed under the section titled "Nonvested Equity Stock and Stock Units" below. General Stock Option Information The following table summarizes stock option activity under the stock option plans for the years ended December 31, 2017 , 2016 and 2015 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of December 31, 2017 . 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, 2014 11,441,646 $ 10.73 Options granted 362,335 $ 11.27 Options exercised (1,184,141) $ 7.42 Options forfeited (1,624,823) $ 17.22 Outstanding as of December 31, 2015 8,995,017 $ 10.01 Options granted 500,000 $ 12.29 Options exercised (1,405,077) $ 7.27 Options forfeited (1,081,107) $ 18.98 Outstanding as of December 31, 2016 7,008,833 $ 9.34 Options granted 558,426 $ 12.95 Options exercised (1,278,856) $ 7.34 Options forfeited (1,978,042) $ 10.68 Outstanding as of December 31, 2017 4,310,361 $ 9.78 5.51 $ 20,967 Vested or expected to vest at December 31, 2017 4,250,520 $ 9.74 5.46 $ 20,876 Options exercisable at December 31, 2017 3,428,595 $ 9.11 4.75 $ 19,331 During the years ended December 31, 2017 , 2016 and 2015 , 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 December 31, 2017 and 2016 , there were zero and 1,135,000 , respectively, 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, 2017 , based on the $14.22 closing stock price of Rambus’ Common Stock on December 29, 2017 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, 2017 was 3,833,131 and 3,020,652 , respectively. The following table summarizes the information about stock options outstanding and exercisable as of December 31, 2017 : Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $4.13 – $5.39 75,665 4.7 $ 4.60 75,665 $ 4.60 $5.46 – $5.46 447,780 5.1 $ 5.46 447,780 $ 5.46 $5.49 – $5.63 237,068 2.4 $ 5.63 237,068 $ 5.63 $5.76 – $5.76 596,669 4.5 $ 5.76 596,669 $ 5.76 $6.83 – $8.73 407,628 3.3 $ 7.77 407,628 $ 7.77 $8.76 – $8.76 674,798 6.1 $ 8.76 635,447 $ 8.76 $9.18 – $11.92 433,979 6.4 $ 11.21 323,859 $ 11.17 $11.93 – $12.31 498,356 8.1 $ 12.26 201,321 $ 12.28 $12.33 – $12.33 1,478 0.1 $ 12.33 1,478 $ 12.33 $12.80 – $23.60 936,940 5.9 $ 15.50 501,680 $ 17.60 $4.13 – $23.60 4,310,361 5.5 $ 9.78 3,428,595 $ 9.11 Employee Stock Purchase Plans During the years ended December 31, 2017 and 2016 , the Company had one employee stock purchase plan, the 2015 Employee Stock Purchase Plan (“2015 ESPP”). During the year ended December 31, 2015 , the Company had two employee stock purchase plans, the 2015 ESPP and the 2006 Employee Stock Purchase Plan (“2006 ESPP”). On April 23, 2015, the Company's stockholders approved the 2015 ESPP which reserves 2,000,000 shares of the Company's common stock for purchase. The 2006 ESPP remained in effect until the Company’s November 2, 2015 offering period, at which time the 2015 ESPP became effective. In March 2006, the Company adopted the 2006 ESPP, as amended, 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 the plan if they are employed by Rambus for more than 20 hours per week and more than five months in a fiscal year. Both the 2015 ESPP and 2006 ESPP (when it was in effect) provide 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 the plans, 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 615,370 shares at a weighted average price of $10.47 per share during the year ended December 31, 2017 . The Company issued 548,357 shares at a weighted average price of $9.34 per share during the year ended December 31, 2016 . The Company issued 544,391 shares at a weighted average price of $9.36 per share during the year ended December 31, 2015 . As of December 31, 2017 , 836,273 shares under the ESPP remain available for issuance. Stock-Based Compensation Stock Options During the years ended December 31, 2017 , 2016 and 2015 , Rambus granted 558,426 , 500,000 and 362,335 stock options, respectively, with an estimated total grant-date fair value of $2.3 million , $2.3 million and $1.7 million , respectively. During the years ended December 31, 2017 , 2016 and 2015 , Rambus recorded stock-based compensation related to stock options of $2.8 million , $4.1 million and $7.2 million , respectively. As of December 31, 2017 , there was $3.4 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 2.5 years . The total fair value of options vested for the years ended December 31, 2017 , 2016 and 2015 was $17.3 million , $28.4 million and $41.4 million , respectively. The total intrinsic value of options exercised was $7.5 million , $8.0 million and $6.8 million for the years ended December 31, 2017 , 2016 and 2015 , 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, 2017 , 2016 and 2015 , proceeds from employee stock option exercises totaled approximately $9.4 million , $10.2 million and $8.8 million , respectively. Employee Stock Purchase Plans During the years ended December 31, 2017 , 2016 and 2015 , Rambus recorded stock-based compensation related to the ESPP of $1.7 million , $1.6 million and $1.6 million , respectively. As of December 31, 2017 , 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. 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 year ended December 31, 2017 calculated in accordance with accounting for share-based payments were $1.3 million . 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, 2016 and 2015 . 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. Stock Option Plans for Years Ended December 31, 2017 2016 2015 Stock Option Plans Expected stock price volatility 24%-32% 34%-36% 41% Risk free interest rate 1.8%-2.0% 1.3%-1.7% 1.2% Expected term (in years) 5.3-5.4 5.4-6.1 6.0 Weighted-average fair value of stock options granted $4.09 $4.59 $4.59 Employee Stock Purchase Plan for Years Ended December 31, 2017 2016 2015 Employee Stock Purchase Plan Expected stock price volatility 25%-27% 31%-33% 34%-42% Risk free interest rate 0.98%-1.3% 0.41%-0.5% 0.1%-0.3% Expected term (in years) 0.5 0.5 0.5 Weighted-average fair value of purchase rights granted under the purchase plan $3.07 $2.88 $3.06 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 years ended December 31, 2017 , 2016 and 2015 , the Company granted nonvested equity stock units totaling 3,075,396 , 3,344,448 and 2,865,878 shares, respectively, under the 2015 Plan and 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 fair value of nonvested equity stock units at the date of grant was approximately $40.0 million , $42.9 million and $33.3 million , respectively. During the first quarters of 2017, 2016 and 2015, the Company granted performance unit awards to certain Company executive officers with vesting subject to the achievement of certain performance conditions. The ultimate number of performance units that can be earned can range from 0% to 150% of target depending on performance relative to target over the applicable period. The shares earned will vest on the third anniversary of the date of grant. The Company's shares available for grant has been reduced to reflect the shares that could be earned at 150% of target. During the years ended December 31, 2017 , 2016 and 2015 , the Company recorded $4.4 million , $2.8 million and $1.1 million , respectively, of stock-based compensation expense related to these performance unit awards. During the third quarter of 2017, the Company granted performance unit awards to a Company executive officer with vesting subject to the achievement of certain performance and market conditions. The ultimate number of performance units that can be earned can range from 0% to 150% of target depending on performance relative to target over the applicable period. The shares that will become eligible to vest will be measured over a three-year period ending on December 31, 2019, unless the performance period is shortened because of a change of control of the Company or a termination of the executive officer’s employment without cause. The Company's shares available for grant have been reduced to reflect the shares that could be earned at 150% of target. The fair value of the market condition of these performance units was calculated, on its respective grant date, using a binomial valuation model, which estimates the potential outcome of reaching the market condition based on simulated future stock prices. The stock-based compensation expense related to these awards will be recorded over the respective requisite service period of approximately 2.4 years . During the year ended December 31, 2017 , the achievement of the performance condition for these performance units was considered probable, and as a result, the Company recognized $0.5 million of stock-based compensation expense related to these performance unit awards. For the years ended December 31, 2017 , 2016 and 2015 , the Company recorded stock-based compensation expense of approximately $22.9 million , $15.3 million and $6.3 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 $44.5 million at December 31, 2017 . 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, 2017 : Nonvested Equity Stock and Stock Units Shares Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2014 673,864 $ 9.23 Granted 2,865,878 $ 11.62 Vested (276,622) $ 9.94 Forfeited (255,002) $ 10.64 Nonvested at December 31, 2015 3,008,118 $ 11.32 Granted 3,344,448 $ 12.84 Vested (789,864) $ 10.98 Forfeited (699,646) $ 11.94 Nonvested at December 31, 2016 4,863,056 $ 12.33 Granted 3,075,396 $ 13.02 Vested (1,216,476) $ 12.15 Forfeited (860,627) $ 12.61 Nonvested at December 31, 2017 5,861,349 $ 12.68 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Share Repurchase Program 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 replaced the previous program approved by the Board in February 2010 and canceled the remaining shares outstanding as part of the previous authorization. On May 1, 2017, the Company initiated an accelerated share repurchase program with Barclays Bank PLC. The accelerated share repurchase program is part of the broader share repurchase program previously authorized by the Company's Board on January 21, 2015. Under the accelerated share repurchase program, the Company pre-paid to Barclays Bank PLC, the $50.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 3.2 million shares of its common stock from Barclays Bank PLC, in the second quarter of 2017, which were retired and recorded as a $40.0 million reduction to stockholders' equity. The remaining $10.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to the Company's stock. The number of shares to be ultimately purchased by the Company was determined based on the volume weighted average price of the common stock during the terms of the transaction, minus an agreed upon discount between the parties. During the fourth quarter of 2017, the accelerated share repurchase program was completed and the Company received an additional 0.8 million shares of its common stock as the final settlement of the accelerated share repurchase program. There were no other repurchases of the Company's common stock during 2017. On October 26, 2015, the Company initiated an accelerated share repurchase program with Citibank, N.A. The accelerated share repurchase program is part of the broader share repurchase program previously authorized by the Company's Board on January 21, 2015. Under the accelerated share repurchase program, the Company pre-paid to Citibank, N.A., the $100.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 7.8 million shares of its common stock from Citibank, N.A, which were retired and recorded as a $80.0 million reduction to stockholders' equity. The remaining $20.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to the Company's stock. The number of shares to be ultimately purchased by the Company was determined based on the volume weighted average price of the common stock during the terms of the transaction, minus an agreed upon discount between the parties. During the second quarter of 2016, the accelerated share repurchase program was completed and the Company received an additional 0.7 million shares of its common stock as the final settlement of the accelerated share repurchase program. There were no other repurchases of the Company's common stock during 2016. As of December 31, 2017 , there remained an outstanding authorization to repurchase approximately 7.4 million shares of the Company’s outstanding common stock under the current share repurchase program. 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. During the year ended December 31, 2017 , the cumulative price of $36.6 million was recorded as an increase to accumulated deficit. Convertible Note Hedge Transactions On November 14, 2017 and November 16, 2017, in connection with the 2023 Notes, the Company entered into the Convertible Note Hedge Transactions with respect to the Common Stock, with the Counterparties. The Company paid an aggregate amount of approximately $33.5 million to the Counterparties for the Convertible Note Hedge Transactions. The Convertible Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2023 Notes, approximately 9.1 million shares of Common Stock, the same number of shares underlying the 2023 Notes, at a strike price that corresponds to the initial conversion price of the 2023 Notes, and are exercisable upon conversion of the 2023 Notes. The Convertible Note Hedge Transactions will expire upon the maturity of the 2023 Notes. The Convertible Note Hedge Transactions are expected generally to reduce the potential dilution to the Common Stock upon conversion of the 2023 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2023 Notes, as the case may be, in the event that the market price per share of the Common Stock, as measured under the terms of the Convertible Note Hedge Transactions, is greater than the strike price of the Convertible Note Hedge Transactions. The Convertible Note Hedge Transactions are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms of the 2023 Notes. Holders of the 2023 Notes will not have any rights with respect to the Convertible Note Hedge Transactions. See Note 10, “Convertible Notes,” for additional details. Warrant Transactions On November 14, 2017 and November 16, 2017, in connection with the 2023 Notes, the Company sold the Warrants to the Counterparties to acquire, collectively, subject to anti-dilution adjustments, approximately 9.1 million shares of the Common Stock at an initial strike price of approximately $23.30 per share, which represents a premium of 60% over the last reported sale price of the Common Stock of $14.56 on November 14, 2017. The Company received aggregate proceeds of approximately $23.2 million from the sale of the Warrants to the Counterparties. The Warrants were sold in private placements to the Counterparties pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. If the market price per share of the Common Stock, as measured under the terms of the Warrants, exceeds the strike price of the Warrants, the Warrants could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the Warrants in cash. The Warrants are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms of the 2023 Notes. Holders of the 2023 Notes will not have any rights with respect to the Warrants. See Note 10, “Convertible Notes,” for additional details. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [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, 2017 , 2016 and 2015 , Rambus made matching contributions totaling approximately $2.3 million , $2.0 million and $2.1 million , respectively. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Charges During 2017 and 2016, the Company did not initiate any restructuring programs. The 2015 Plan During 2015, the Company initiated a restructuring program to reduce overall corporate expenses which is expected to improve future profitability by reducing spending on sales, general and administrative programs and refining some of its research and development efforts ("the 2015 Plan"). In connection with this restructuring program, the Company initiated a plan of termination resulting in a reduction of 8% of the Company's headcount. The Company estimated that it would incur a cash payout related to the reduction in force of approximately $3.0 million , which is related to severance and termination benefits. The estimated non-cash expense was expected to be approximately $1.0 million . During the year ended December 31, 2015, the Company recorded a charge of $3.6 million related primarily to the reduction in workforce, of which $1.4 million was related to the MID reportable segment, $0.1 million was related to the RSD reportable segment, $1.2 million was related to the Other segment and $0.9 million was related to corporate support functions. The 2015 Plan was completed in 2016. The following table summarizes the 2015 Plan restructuring activities during the years ended December 31, 2016 and 2015: Employee Severance and Related Benefits Facilities Total (In thousands) Balance at December 31, 2014 $ — $ — $ — Charges 2,993 583 3,576 Payments (1,765 ) — (1,765 ) Non-cash settlements — (583 ) * (583 ) Balance at December 31, 2015 $ 1,228 $ — $ 1,228 Payments (1,228 ) — (1,228 ) Balance at December 31, 2016 $ — $ — $ — ______________________________________ *The non-cash charge of $583 thousand was related to the write down of fixed assets related to the Other segment. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |
Income Taxes | Income Taxes Income (loss) before taxes consisted of the following: Years Ended December 31, 2017 2016 2015 (In thousands) Domestic $ 46,031 $ 38,211 $ 58,498 Foreign (5,042 ) (15,574 ) 1,733 $ 40,989 $ 22,637 $ 60,231 The provision for (benefit from) income taxes is comprised of: Years Ended December 31, 2017 2016 2015 (In thousands) Federal: Current $ 20,661 $ 22,115 $ 20,497 Deferred 43,678 (2,198 ) (170,798 ) State: Current 495 884 609 Deferred (43 ) (271 ) (1,933 ) Foreign: Current 1,101 1,275 443 Deferred (2,041 ) (5,988 ) 25 $ 63,851 $ 15,817 $ (151,157 ) The differences between Rambus’ effective tax rate and the U.S. federal statutory regular tax rate are as follows: Years Ended December 31, 2017 2016 2015 Expense at U.S. federal statutory rate 35.0 % 35.0 % 35.0 % Expense (benefit) at state statutory rate 0.7 1.8 (1.5 ) Withholding tax 50.1 97.0 34.1 Foreign rate differential 2.8 4.1 0.4 Research and development (“R&D”) credit (3.9 ) (8.3 ) (2.3 ) Executive compensation 1.8 1.5 0.5 Stock-based compensation 14.9 34.8 5.3 Foreign tax credit (50.1 ) (97.0 ) (34.1 ) Impact of corporate rate change on deferred taxes 50.6 — — Other 1.4 1.0 (0.6 ) Valuation allowance 52.5 — (287.8 ) 155.8 % 69.9 % (251.0 )% The components of the net deferred tax assets are as follows: As of December 31, 2017 2016 (In thousands) Deferred tax assets: Depreciation and amortization $ 10,840 $ 22,348 Other timing differences, accruals and reserves 8,766 12,268 Deferred equity compensation 7,979 17,426 Net operating loss carryovers 16,335 11,439 Tax credits 157,051 120,660 Total gross deferred tax assets 200,971 184,141 Convertible debt (791) (3,870) Total net deferred tax assets 200,180 180,271 Valuation allowance (50,911 ) (23,529 ) Net deferred tax assets $ 149,269 $ 156,742 As of December 31, 2017 2016 (In thousands) Reported as: Non-current deferred tax assets $ 159,099 $ 168,342 Non-current deferred tax liabilities (9,830 ) (11,600 ) Net deferred tax assets $ 149,269 $ 156,742 On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was enacted into law. The TCJA provides for numerous significant tax law changes and modifications including the reduction of the U.S. federal corporate income tax rate from 35% to 21%, the requirement for companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and the creation of new taxes on certain foreign-sourced earnings. Accounting Standards Codification (ASC) 740, Income Taxes, requires companies to recognize the effect of the tax law changes in the period of enactment. However, the SEC staff issued Staff Accounting Bulletin 118 which allows companies to record provisional amounts during a measurement period that is similar to the measurement period used when accounting for business combinations. As of December 31, 2017, the Company has made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax. The Company recognized a provisional amount of $20.7 million , which was included as a component of income tax expense from continuing operations due to a reduction in the corporate federal tax rate from 35% to 21% which will become effective for 2018. The Company will continue to assess the impact of the recently enacted tax law (and expected further guidance from federal and state tax authorities as well as further guidance for the associated income tax accounting) on its business and consolidated financial statements. The Company re-measured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. However, the Company is still analyzing certain aspects of TCJA and refining its calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the re-measurement of the Company's net deferred tax assets was $20.7 million. The one-time transition tax is based on the Company’s total post-1986 earnings and profits (E&P) of its foreign subsidiaries. The Company has not yet completed the calculation of total post-1986 E&P and related income tax pools for its foreign subsidiaries. The Company did not record a provisional amount for the one-time transition tax liability based on information currently available. The Company will continue to evaluate the impact of the tax law change as it relates to the accounting for the outside basis difference of its foreign entities. Other significant items which are being evaluated by the Company but for which no estimate can currently be made and for which no provisional amounts were recorded in the Company’s financial statements, include the impact of the “Global Intangible Low-Taxed Income” (GILTI) provision and “Foreign-Derived Intangible Income” (FDII) of U.S. tax reform. The GILTI provision imposes taxes on foreign earnings in excess of a deemed return on tangible assets. The Company is evaluating whether deferred taxes should be recorded in relation to the GILTI, or if the tax should be recorded in the period in which it occurs. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or to treat any taxes on GILTI inclusions as period cost are both acceptable methods subject to an accounting policy election. The Company may choose either method as an accounting policy election. The Company has not yet decided on the accounting policy related to GILTI and will only do so after completion of the analysis. The FDII imposes taxes on the excess returns earned directly by a U.S. company from foreign sales or services. The accounting for the deduction for FDII is similar to a special deduction and should be accounted for based on the guidance in ASC 740-10-25-37. The tax benefits for special deductions ordinarily are recognized no earlier than the year in which they are deductible on the tax return. Management periodically evaluates the realizability of its deferred tax assets based on all available evidence, both positive and negative. The realizability of the Company’s deferred tax assets is dependent on its ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. Management evaluated the realizability of its deferred tax assets based on all available evidence, both positive and negative, and determined that it was appropriate to establish a partial valuation allowance on the Company’s U.S. federal research and development (“R&D”) credits and foreign tax credits (“FTC”) of $21.5 million during the fourth quarter of 2017 in accordance with FASB ASC 740-10-30-16 to 25. This partial valuation allowance is due to the fact that these credits are not more likely than not to be realized before they expire, as a result of the Company's federal tax rate change from 35% to 21%. Changes in the Company's underlying facts or circumstances, such as the impact of the acquisitions, will be continually assessed and the Company will re-evaluate its valuation allowance position accordingly. The Company emerged from a cumulative loss position over the previous three years during the first quarter of 2015. The cumulative three-year pre-tax income was considered positive evidence which was objective and verifiable, and thus, received significant weighting. The continued stability in the Company’s operations along with the increased visibility into the adoption of its security technology in the third quarter of 2015 provided additional evidence to the Company’s belief that it would generate sufficient taxable income in the future. Additional positive evidence considered by management in its assessment included a lack of unused operating loss carryforwards in the Company’s history as well as anticipated future benefits from its cost management. Negative evidence management considered included economic uncertainties such as volatility of the semiconductor industry and uncertainties associated with the development of new products that could impact the Company’s ability to generate a sustained level of future profits. Upon considering the relative impact of all evidence during the fourth quarter of 2017, both negative and positive, and the weight accorded to each, the Company concluded that it was more likely than not that its deferred tax assets would be realizable with the exception of certain FTC, U.S. federal R&D credits and its California deferred tax assets that have not met the “more likely than not” realization threshold criteria. The Company continues to maintain a deferred tax asset valuation allowance of $50.9 million as of December 31, 2017 . The following table presents the tax valuation allowance information for the years ended December 31, 2017 , 2016 and 2015 : Balance at Beginning of Period Charged (Credited) to Operations Charged to Other Account* Valuation Allowance Release Valuation Allowance Set up Balance at End of Period Tax Valuation Allowance Year ended December 31, 2015 $ 193,874 — 1,299 (174,456 ) — $ 20,717 Year ended December 31, 2016 $ 20,717 — 2,812 — — $ 23,529 Year ended December 31, 2017 $ 23,529 — 5,855 — 21,527 $ 50,911 ______________________________________ * Amounts not charged to operations are charged to other comprehensive income or deferred tax assets (liabilities). As of December 31, 2017 , Rambus had California and other state net operating loss carryforwards of $195.4 million and $125.0 million , respectively. As of December 31, 2017 , Rambus had federal research and development tax credit carryforwards of $38.0 million , alternative minimum tax credits of $2.5 million , and foreign tax credits of $116.5 million . As of December 31, 2017 , Rambus had California research and development tax credit carryforwards of $27.0 million . The federal foreign tax credits and research and development credits begin to expire in 2020 and 2018, respectively. Approximately $54.9 million of federal foreign tax credits expire in 2020. The California net operating losses began to expire in 2017, and $67.1 million expired during the year. Additionally, $21.5 million of California net operating loss is expected 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, 2017 , the Company had $22.6 million of unrecognized tax benefits including $20.4 million recorded as a reduction of long-term deferred tax assets and $2.2 million recorded in long term income taxes payable. If recognized, $2.2 million would be recorded as an income tax benefit in the consolidated statements of operations. As of December 31, 2016 , the Company had $21.9 million of unrecognized tax benefits including $19.7 million recorded as a reduction of long-term deferred tax assets and $2.2 million recorded in long term income taxes payable. If recognized, $2.2 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 $0.2 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, 2017 , 2016 and 2015 is as follows (amounts in thousands): Years Ended December 31, 2017 2016 2015 Balance at January 1 $ 21,925 $ 20,836 $ 19,903 Tax positions related to current year: Additions 1,083 1,225 1,186 Tax positions related to prior years: Additions 16 256 — Reductions (372 ) (171 ) (35 ) Settlements — (221 ) (218 ) Balance at December 31 $ 22,652 $ 21,925 $ 20,836 Rambus recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision (benefit). At December 31, 2017 and 2016 , an immaterial amount of interest and penalties are included in long-term income taxes payable. Rambus files income tax returns for the U.S., California, India, the U.K., the Netherlands and various other state and foreign jurisdictions. The U.S. federal returns are subject to examination from 2014 and forward. The California returns are subject to examination from 2010 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 2012 and forward. The Company is currently under examination by the IRS for the 2015 tax year, California for the 2010 and 2011 tax years, and New York for the 2013, 2014, and 2015 tax years. The Company’s India subsidiary is under examination by the Indian tax administration for tax years beginning with 2011, except for 2014, which was assessed in the Company's favor. 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, 2017 , no foreign withholding taxes have been provided on undistributed earnings of approximately $11.5 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, 2017 | |
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. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions During 2017 and 2015, the Company did not have any acquisitions. The 2016 Acquisitions Smart Card Software Ltd. On January 25, 2016, the Company completed its acquisition of Smart Card Software Ltd. (“SCS”), a privately-held company incorporated in the United Kingdom, by acquiring all issued and outstanding shares of capital stock of SCS. Pursuant to the merger agreement on January 25, 2016, SCS was merged into Rambus, Inc. The transaction was denominated in British pounds. Under the terms of the merger agreement, the total consideration in U.S. dollar equivalent was $104.7 million which included the purchase price of $92.6 million paid on January 25, 2016 and additional purchase consideration to be paid in the fourth quarter of 2016 originally totaling $12.1 million and comprised of $11.6 million in cash, $4.0 million in working capital, offset by $3.5 million in liabilities assumed from SCS. Subsequently, the additional purchase consideration, ultimately amounting to $10.2 million was paid in the fourth quarter of 2016. Of the purchase price, approximately $17.1 million of the consideration was deposited into an escrow account to fund indemnification obligations and other contractual provisions, with releases of portions of the escrow at various intervals through 18 months . SCS is a leader in mobile payments and a leading supplier of smart ticketing systems, which includes Bell Identification Ltd. and Ecebs Ltd. SCS is part of the RSD reporting unit. This acquisition will complement the Company's RSD reporting unit by allowing the Company to leverage its foundational security technology to offer differentiated, value-added security solutions to its customers. During the year ended December 31, 2016, the Company incurred approximately $2.0 million in external acquisition costs in connection with the acquisition which were expensed as incurred. 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. The Company performed a valuation of the net assets acquired as of the January 25, 2016 closing date. The total consideration from the business combination was allocated as follows: Total (in thousands) Cash $ 12,056 Accounts receivable 6,563 Property and equipment 524 Other tangible assets 1,462 Identified intangible assets 59,700 Goodwill 46,903 Accounts payable and accrued liabilities (5,996 ) Deferred income taxes (15,556 ) Deferred revenue (1,313 ) Total $ 104,343 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 SCS. This goodwill is not deductible for tax purposes. The identified intangible assets assumed in the acquisition of SCS were recognized as follows based upon their estimated fair values as of the acquisition date: Total Estimated Weighted Average Useful Life (in thousands) (in years) Existing technology $ 24,600 6 Customer contracts and contractual relationships (1) 35,100 6 Total $ 59,700 (1) Includes favorable contracts of $8.3 million with an estimated useful life of 5 years . The favorable contracts are acquired software and service agreements where the Company has no performance obligations. Cash received from these acquired favorable contracts reduces the favorable contract intangible asset. Inphi Memory Interconnect Business On August 4, 2016, the Company completed its acquisition of all the assets of Inphi's Memory Interconnect Business (“Memory Interconnect Business”) from Inphi Corporation for $90 million in cash. The acquisition includes all assets of the Memory Interconnect Business including product inventory, customer contracts, supply chain agreements and intellectual property. Of the purchase price, approximately $11.3 million of the consideration was deposited into an escrow account to fund indemnification obligations and other contractual provisions, that was released 12 months after the closing date. This acquisition complements the MID reporting unit by allowing the Company to strengthen its market position for memory buffer chip products and execute on programs that meet the needs of the server, networking and data center market. During the year ended December 31, 2016, the Company incurred approximately $0.7 million in external acquisition costs in connection with the acquisition which were expensed as incurred. 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. The Company performed a valuation of the net assets acquired as of the August 4, 2016 closing date. The total consideration from the business combination was allocated as follows: Total (in thousands) Inventory $ 6,300 Property and equipment 4,543 Other tangible assets 206 Identified intangible assets 50,222 Goodwill 32,723 Accounts payable and accrued liabilities (3,527 ) Deferred revenue (467 ) Total $ 90,000 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 the acquired business. This goodwill is deductible for tax purposes. The identified intangible assets assumed in the acquisition of the acquired business were recognized as follows based upon their estimated fair values as of the acquisition date: Total Estimated Weighted Average Useful Life (in thousands) (in years) Existing technology $ 44,900 5 Customer contracts and contractual relationships 3,722 6 In-process research and development 1,600 Not applicable Total $ 50,222 In-process research and development ("IPR&D") consists of one project, primarily relating to the development of process technologies to manufacture the next generation buffer chip product. As of December 31, 2017, the project is expected to be completed over the next 3 years . The acquired IPR&D will not be amortized until completion of the related product which is determined by when the underlying projects reach technological feasibility and commence commercial production. Upon completion, the IPR&D project will be amortized over its useful life which is expected to range between 5 years and 7 years . Snowbush IP Assets On August 5, 2016, the Company completed its acquisition of the assets of Semtech Corporation's Snowbush IP group for $32.0 million in cash. Snowbush IP, formerly part of Semtech's Systems Innovation Group, is a provider of silicon-proven, high-performance serial link solutions. The Snowbush IP assets have been integrated into the MID reporting unit to bolster its SerDes and IP offerings, addressing critical needs of the server, networking and data center market. During the year ended December 31, 2016, the Company incurred approximately $0.7 million in external acquisition costs in connection with the acquisition which were expensed as incurred. 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. The Company performed a valuation of the net assets acquired as of the August 5, 2016 closing date. The total consideration from the business combination was allocated as follows: Total (in thousands) Property and equipment $ 911 Identified intangible assets 25,189 Goodwill 14,015 Deferred revenue (1,270 ) Total $ 38,845 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 the Snowbush IP assets. This goodwill is deductible for tax purposes. The identified intangible assets assumed in the acquisition of the Snowbush IP assets were recognized as follows based upon their estimated fair values as of the acquisition date: Total Estimated Weighted Average Useful Life (in thousands) (in years) Existing technology $ 2,600 5 Customer contracts and contractual relationships 789 2 In-process research and development 21,800 Not applicable Total $ 25,189 IPR&D consists of four projects, primarily relating to the development of SerDes and IP process technologies. As of December 31, 2017, the projects are expected to be completed in 2018. The acquired IPR&D will not be amortized until completion of the related products which is determined by when the underlying projects reach technological feasibility and commence commercial production. Upon completion, each IPR&D project will be amortized over its useful life, each of which is expected to range between 4 years and 6 years . In the fourth quarter of 2016, the Company impaired $18.3 million of in-process research and development intangible asset. See Note 5, “Intangible Assets and Goodwill” for further details. Unaudited Pro Forma Combined Consolidated Financial Information The following unaudited pro forma financial information presents the combined results of operations for the Company and SCS, the Memory Interconnect Business and the Snowbush IP assets as if the acquisitions had occurred on January 1, 2015. The unaudited pro forma financial information has been prepared for comparative purposes only and does not purport to be indicative of the actual operating results that would have been recorded had the acquisitions actually taken place on January 1, 2015, and should not be taken as indicative of future consolidated operating results. Additionally, the unaudited pro forma financial results do not include any anticipated synergies or other expected benefits from the acquisitions (unaudited, in thousands, except per share amounts): Years Ended December 31, 2016 2015 Revenue $ 364,443 $ 374,036 Net income $ 5,727 $ 188,852 Net income per share - diluted $ 0.05 $ 1.61 Pro forma earnings for 2016 were adjusted to exclude $3.4 million of acquisition-related costs incurred in 2016. Consequently, pro forma earnings for 2015 were adjusted to include these costs. |
Subsequent Event (Notes)
Subsequent Event (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | 19. Subsequent Event On January 30, 2018, the Company announced its plans to close its lighting division and manufacturing operations in Brecksville, Ohio. The Company believes that such business is not core to its strategy and growth objectives. In connection therewith, the Company has terminated approximately fifty employees, and began the process to exit the facilities in Ohio and sell the related equipment. In connection with this action, the Company evaluated and concluded that there was no impairment associated with the equipment at December 31, 2017 . The Company expects to record restructuring charges of approximately $2 million to $5 million related to employee terminations and severance costs, and facility related costs. In addition, at the time of exiting the facility in Ohio, the Company expects to record a gain of approximately $5 million which represents the imputed financing obligation for its obligations to the legal owners. The Company expects to recognize most of the restructuring charges and related gain in the first quarter of 2018. |
CONSOLIDATED SUPPLEMENTARY FINA
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 Sept. 30, 2017 June 30, 2017 March 31, 2017 Dec. 31, 2016 Sept. 30, 2016 June 30, 2016 March 31, 2016 (In thousands, except for per share amounts) Total revenue $ 101,891 $ 99,134 $ 94,720 $ 97,351 $ 97,559 $ 89,855 $ 76,501 $ 72,682 Total operating costs and expenses (1) $ 86,172 $ 82,124 $ 86,476 $ 83,917 $ 97,035 $ 78,039 $ 64,493 $ 63,388 Operating income $ 15,719 $ 17,010 $ 8,244 $ 13,434 $ 524 $ 11,816 $ 12,008 $ 9,294 Net income (loss) (2) $ (36,168 ) $ 7,695 $ 2,605 $ 3,006 $ (3,445 ) $ 4,511 $ 3,876 $ 1,878 Net income (loss) per share — basic $ (0.33 ) $ 0.07 $ 0.02 $ 0.03 $ (0.03 ) $ 0.04 0.04 $ 0.02 Net income (loss) per share — diluted $ (0.33 ) $ 0.07 $ 0.02 $ 0.03 $ (0.03 ) $ 0.04 0.03 $ 0.02 Shares used in per share calculations — basic (3) 109,737 109,555 110,060 111,464 110,788 110,214 109,904 109,733 Shares used in per share calculations — diluted (3) 109,737 113,119 112,565 115,325 110,788 113,723 112,061 112,252 ______________________________________ (1) The quarterly financial information includes $18.3 million of impairment of in-process research and development intangible asset and a reduction of operating expenses due to the change in the contingent consideration liability of $6.8 million in the quarter ended December 31, 2016. Refer to Note 5, “Intangible Assets and Goodwill” of Notes to Consolidated Financial Statements of this Form 10-K. (2) The net loss for the quarter ended December 31, 2017 included a $21.5 million deferred tax asset valuation allowance and $20.7 million related to re-measurement of deferred tax assets as a result of the tax law changes. Refer to Note 16, "Income Taxes" of Notes to Consolidated Financial Statements of this Form 10-K. (3) The quarterly financial information includes the impact of the accelerated share repurchase program as follows: 0.8 million shares in the quarter ended December 31, 2017 and 3.2 million shares repurchased in the quarter ended June 30, 2017 and 0.7 million shares in the quarter ended June 30, 2016. Refer to Note 13, "Stockholders' Equity" of Notes to Consolidated Financial Statements of this Form 10-K. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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. |
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 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. For arrangements that involve the delivery of more than one element, each license, service or product is evaluated to determine whether it qualifies as a separate unit of accounting. This determination is based on whether the deliverable has “stand-alone value” to the customer. The consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. Rambus determines the relative selling price for a deliverable based on its best estimate of selling price (“BESP”). Except for some revenue associated to the acquisition of Bell Identification Ltd., Rambus has determined that vendor-specific objective evidence of selling price for each deliverable is not available as it 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 the first quarter of 2016, the Company acquired Smart Card Software Ltd., which included Bell Identification Ltd. and Ecebs Ltd. which transact mostly in software and hosted services (SaaS) arrangements, respectively. For software arrangements that include multiple elements, including software licenses, professional services and maintenance services, Rambus allocates and defers revenue for the undelivered items (typically only the maintenance services) based on the fair value using vendor specific objective evidence (“VSOE”), and recognizes the difference between the total arrangement fee and the amount deferred for the undelivered item(s) as revenue. VSOE of fair value of each maintenance element is based on the contractual stated renewal rate for that maintenance element. When VSOE of fair value does not exist for undelivered items, the entire arrangement fee is recognized ratably over the performance period. For hosted services arrangements, Rambus recognizes the revenue from the arrangements over the service obligation period. Rambus’ revenue consists of royalty revenue and contract and other revenue derived from Memory and Interface Division ("MID"), RSD and RLD operating segments. Royalty revenue consists of patent license and technology license royalties. Contract and other revenue consists of software license fees, engineering fees associated with integration of Rambus’ technology solutions into its customers’ related support and maintenance, as well as sale of products. The Company's MID business continues to grow its patent portfolio and actively engages 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. 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. |
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. |
Revenue Recognition, Sales of Goods | Product revenue is recognized upon shipment of product to customers, net of accruals for estimated sales returns and allowances, which to date, have not been significant. However, some of the Company’s sales are made through distributors under arrangements that allow for price protection or rights of return on product unsold by the distributors. Product revenue on sales made through distributors with rights of return or price protection is deferred until the distributors sell the product to end customers. Sales to distributors are included in deferred revenue and the Company defers the related costs until sale to the end customers occurs. Price protection rights allow distributors the right to a credit in the event of declines in the price of the Company’s product that they hold prior to the sale to an end customer. In the event that the Company reduces the selling price of products held by distributors, deferred revenue related to distributors with price protection rights is reduced upon notification to the customer of the price change. The Company’s sales to direct customers are made primarily pursuant to standard purchase orders for delivery of products. The Company generally allows customers to cancel or change purchase orders within limited notice periods prior to the scheduled shipment. |
Revenue Recognition, Software | For software arrangements that include multiple elements, including software licenses, professional services and maintenance services, Rambus allocates and defers revenue for the undelivered items (typically only the maintenance services) based on the VSOE, and recognizes the difference between the total arrangement fee and the amount deferred for the undelivered item(s) as revenue. VSOE of fair value of each maintenance element is based on the contractual stated renewal rate for that maintenance element. When VSOE of fair value does not exist for undelivered items, the entire arrangement fee is recognized ratably over the performance period. For software arrangements, the Company uses the percentage-of-completion method for contracts that involve the implementation of software solutions and that qualify for percentage-of-completion revenue accounting (e.g. software arrangements that contain a PCS element that has VSOE of fair value established and that have no refund rights that would allow a customer refunds of fees paid under the arrangement). Revenue is recognized based on man-days incurred during the reporting period as compared to the estimated total man-days necessary for each contract, not to exceed the billable project acceptances received, with deferral of corresponding contract costs, if applicable. Should a loss be anticipated on a contract, the full amount of the loss would be recorded when the loss is determinable. Maintenance and support revenue includes post-implementation customer support and the right to unspecified software updates and enhancements on a when and if available basis. The Company recognizes revenue from maintenance arrangements ratably over the period in which the services are provided. |
Other Revenue | For development contracts related to licenses of its solutions that involve significant engineering and integration services, the Company uses the proportional performance method. The measurement of progress to completion is based on actual man-months incurred during the reporting period, not to exceed the billable project acceptances received. Contract costs are recognized as incurred. Maintenance and support revenue includes minimal hours of post-implementation customer support that is recognized ratably over the support period. |
Cost of Revenue | Cost of Revenue Cost of revenue includes cost of professional services, materials, including cost of wafers processed by third-party foundries, cost associated with packaging and assembly, test and shipping, cost of personnel, including stock-based compensation, and equipment associated with manufacturing support, logistics and quality assurance, warranty cost, amortization of developed technology, amortization of step-up values of inventory from acquisitions, write down of inventories, amortization of production mask costs, overhead and an allocated portion of occupancy costs. |
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, 2017 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 definite-lived and indefinite-lived 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 definite-lived 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 . Acquired indefinite-lived intangible assets related to the Company's in-process research and development ("IPR&D") are capitalized and subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, the Company makes a separate determination of the useful life of the acquired indefinite-lived intangible assets and the related amortization is recorded as an expense over the estimated useful life of the specific projects. Indefinite-lived intangible assets are subject to at least an annual assessment for impairment, applying a fair-value based test. Under the income approach, the Company measures fair value of the indefinite-lived intangible assets 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 indefinite-lived intangible assets exceeds its carrying value, the indefinite-lived intangible assets are not impaired and no further testing is required. If the implied fair value of the indefinite-lived intangible assets is less than the carrying value, the difference is recorded as an impairment loss. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventories are reduced for write downs based on periodic reviews for evidence of slow-moving or obsolete parts. The write-down is based on comparison between inventory on hand and estimated future sales for each specific product. Once written down, inventory write downs are not reversed until the inventory is sold or scrapped. Inventory write downs are also established when conditions indicate that the net realizable value is less than cost due to physical deterioration, obsolescence, changes in price level or other causes. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment include 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 , 2 or 7 , and 3 years , respectively. In past years, 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 FASB's 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 are being depreciated on a straight-line basis over an estimated useful life of approximately 39 years . See Note 9, “Balance Sheet Details,” and Note 11, “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. |
Intangible Assets Impairment | Definite-Lived and Indefinite-Lived Asset Impairment The Company evaluates definite-lived and indefinite-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 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 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 asset group is not recoverable and exceeds its fair value. The impairment charge is recorded to reduce the pre-impairment carrying amount of the 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 assets. During 2017 , the Company did not recognize any impairment of its definite-lived and indefinite-lived assets. During 2016 , the Company recognized an impairment of its IPR&D intangible asset of $18.3 million. See Note 5, "Intangible Assets and Goodwill" for further details |
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. Stock-based compensation expense for 2017 , 2016 and 2015 has been reduced for estimated forfeitures. When estimating forfeitures, the Company considers voluntary termination behaviors as well as trends of actual option forfeitures. |
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 material 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. |
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, 2017 and 2016 . 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 value of the Company's convertible notes fluctuates with interest rates and with the market price of the common 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, 2017 and 2016 , 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. Treasuries, U.S. Government Agencies, 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 note hedge transactions, entered into in connection with the 1.375% convertible senior notes due 2023 (the "2023 Notes"), expose the Company to credit risk to the extent that its counterparties may be unable to meet the terms of the transactions. The Company mitigates this risk by limiting its counterparties to major financial institutions. See Note 10, "Convertible Notes" for further details. The Company's accounts receivable are derived from revenue earned from customers located in the U.S. and internationally. See Note 6, "Segments and Major Customers" for further details. |
Foreign Currency Translation | Foreign Currency Translation and Re-measurement The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenue and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized in foreign currency translation included in Accumulated Other Comprehensive Gain (Loss) in the consolidated statements of stockholders’ equity. The Company’s subsidiaries that use the U.S. dollar as their functional currency re-measure monetary assets and liabilities at exchange rates in effect at the end of each period, and inventories, property and non-monetary assets and liabilities at historical rates. Additionally, foreign currency transaction gains and losses are included in interest income and other (income) expense, net, in the consolidated statements of operations and were not material in the periods presented. |
Business Combinations | Business Combinations The Company accounts for acquisitions of business using the purchase method of accounting, which requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date including the Company’s estimates for intangible assets, contractual obligations assumed and pre-acquisition contingencies where applicable. Although, the Company believes the assumptions and estimates made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets the Company acquired include future expected cash flows from product sales, customer contracts and acquired technologies, expected costs to develop IPR&D into commercially viable products and estimated cash flows from the projects when completed and discount rates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. |
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. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Net income (loss) per share: Numerator: Net income (loss) $ (22,862 ) $ 6,820 $ 211,388 Denominator: Weighted-average common shares outstanding - basic 110,198 110,162 114,814 Effect of potential dilutive common shares — 2,978 2,670 Weighted-average common shares outstanding - diluted 110,198 113,140 117,484 Basic net income (loss) per share $ (0.21 ) $ 0.06 $ 1.84 Diluted net income (loss) per share $ (0.21 ) $ 0.06 $ 1.80 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and December 31, 2016 : Reportable Segment: December 31, Addition to Goodwill (1) Impairment Charge of Goodwill Effect of Exchange Rates (2) December 31, (In thousands) MID $ 66,643 $ — $ — $ — $ 66,643 RSD 138,151 803 — 4,064 143,018 Total $ 204,794 $ 803 $ — $ 4,064 $ 209,661 (1) During the first quarter of 2017, the Company corrected an immaterial error related to an overstatement in prepaids and other current assets that originated in 2016. (2) Effect of exchange rates relates to foreign currency translation adjustments for the period. As of December 31, 2017 Reportable Segment: Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount (In thousands) MID $ 66,643 $ — $ 66,643 RSD 143,018 — 143,018 Other 21,770 (21,770 ) — Total $ 231,431 $ (21,770 ) $ 209,661 Reportable Segment: December 31, Addition to Goodwill (1) Impairment Charge of Goodwill Effect of Exchange Rates (2) December 31, MID $ 19,905 $ 46,738 $ — $ — $ 66,643 RSD 96,994 46,903 — (5,746 ) 138,151 Total $ 116,899 $ 93,641 $ — $ (5,746 ) $ 204,794 (1) The additions to goodwill are a result of the acquisitions of Smart Card Software Limited (“SCS”) during the first quarter of 2016, and Inphi's Memory Interconnect Business and the assets of the Snowbush IP group during the third quarter of 2016. See Note 18, “Acquisitions” for further details. (2) Effect of exchange rates relates to foreign currency translation adjustments for the period. As of December 31, 2016 Reportable Segment: Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount MID $ 66,643 $ — $ 66,643 RSD 138,151 — 138,151 Other 21,770 (21,770 ) — Total $ 226,564 $ (21,770 ) $ 204,794 |
Components of intangible assets | The components of the Company’s intangible assets as of December 31, 2017 and December 31, 2016 were as follows: As of December 31, 2017 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Existing technology 3 to 10 years $ 258,008 $ (191,554 ) $ 66,454 Customer contracts and contractual relationships 1 to 10 years 68,794 (48,626 ) 20,168 Non-compete agreements and trademarks 3 years 300 (300 ) — In-process research and development Not applicable 5,100 — $ 5,100 Total intangible assets $ 332,202 $ (240,480 ) $ 91,722 As of December 31, 2016 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Existing technology (1) 3 to 10 years $ 256,656 $ (156,577 ) $ 100,079 Customer contracts and contractual relationships (1) 1 to 10 years 65,109 (37,900 ) 27,209 Non-compete agreements and trademarks 3 years 300 (300 ) — In-process research and development (2) Not applicable 5,100 — $ 5,100 Total intangible assets $ 327,165 $ (194,777 ) $ 132,388 (1) Includes intangible assets from the acquisitions of SCS, Inphi's Memory Interconnect Business, and the assets of the Snowbush IP group. See Note 18, “Acquisitions” for further details. (2) Includes intangible assets from the acquisitions of Inphi's Memory Interconnect Business and the assets of the Snowbush IP group. See Note 18, “Acquisitions” for further details. The in-process research and development assets are accounted for as indefinite-lived intangible assets until the underlying projects are completed or abandoned. |
Estimated future amortization expense of intangible assets | The estimated future amortization expense of intangible assets as of December 31, 2017 was as follows (amounts in thousands): Years Ending December 31: Amount 2018 $ 30,382 2019 19,942 2020 19,220 2021 12,683 2022 1,331 Thereafter 3,064 Total amortizable purchased intangible assets 86,622 In-process research and development 5,100 Total intangible assets $ 91,722 |
Segments and Major Customers (T
Segments and Major Customers (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , 2016 and 2015 : For the Year Ended December 31, 2017 MID RSD Other Total (In thousands) Revenues $ 280,704 $ 96,663 $ 15,729 $ 393,096 Segment operating expenses 86,044 50,010 33,860 169,914 Segment operating income (loss) $ 194,660 $ 46,653 $ (18,131 ) $ 223,182 Reconciling items (168,775 ) Operating income $ 54,407 Interest and other income (expense), net (13,418 ) Income before income taxes $ 40,989 For the Year Ended December 31, 2016 MID RSD Other Total (In thousands) Revenues $ 239,843 $ 76,175 $ 20,579 $ 336,597 Segment operating expense 68,460 51,855 30,397 150,712 Segment operating income (loss) $ 171,383 $ 24,320 $ (9,818 ) $ 185,885 Reconciling items (152,243 ) Operating income $ 33,642 Interest and other income (expense), net (11,005 ) Income before income taxes $ 22,637 For the Year Ended December 31, 2015 MID RSD Other Total (In thousands) Revenues $ 221,968 $ 50,497 $ 23,813 $ 296,278 Segment operating expenses 47,780 29,056 32,147 108,983 Segment operating income (loss) $ 174,188 $ 21,441 $ (8,334 ) $ 187,295 Reconciling items (115,875 ) Operating income $ 71,420 Interest and other income (expense), net (11,189 ) Income before income taxes $ 60,231 |
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, 2017 2016 2015 (In thousands) USA $ 165,263 $ 121,209 $ 118,278 South Korea 115,811 129,542 115,486 Japan 23,378 30,215 29,687 Europe 22,597 16,031 9,616 Canada 4,373 3,478 214 Singapore 22,554 17,908 16,312 Asia-Other 39,120 18,214 6,685 Total $ 393,096 $ 336,597 $ 296,278 |
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, 2017 and December 31, 2016, respectively, was as follows: As of December 31, Customer 2017 2016 Customer 1 (MID reportable segment) * 13 % Customer 2 (Other segment) 12 % 12 % Customer 3 (MID and RSD reportable segment) 13 % * Customer 4 (RSD reportable segment) * 17 % Customer 5 (RSD reportable segment) 11 % * _________________________________________ * 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, 2017 , 2016 and 2015 were as follows: Years Ended December 31, 2017 2016 2015 Customer A (MID and RSD reportable segments) 17 % 19 % 20 % Customer B (MID reportable segment) 13 % 20 % 19 % Customer C (MID reportable segment) 13 % 13 % 13 % |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 (Dollars in thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 10,915 $ 10,915 $ — $ — 1.16 % U.S. Government bonds and notes 55,220 55,221 — (1 ) 1.12 % Corporate notes, bonds, commercial paper and other 195,073 195,204 — (131 ) 1.39 % Total cash equivalents and marketable securities 261,208 261,340 — (132 ) Cash 68,168 68,168 — — Total cash, cash equivalents and marketable securities $ 329,376 $ 329,508 $ — $ (132 ) As of December 31, 2016 (Dollars in thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 10,681 $ 10,681 $ — $ — 0.41 % U.S. Government bonds and notes 48,292 48,291 1 — 0.39 % Corporate notes, bonds, commercial paper and other 62,178 62,199 — (21 ) 0.66 % Total cash equivalents and marketable securities 121,151 121,171 1 (21 ) Cash 51,031 51,031 — — Total cash, cash equivalents and marketable securities $ 172,182 $ 172,202 $ 1 $ (21 ) |
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, (Dollars in thousands) Cash equivalents $ 157,676 $ 84,263 Short term marketable securities 103,532 36,888 Total cash equivalents and marketable securities 261,208 121,151 Cash 68,168 51,031 Total cash, cash equivalents and marketable securities $ 329,376 $ 172,182 |
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, 2017 and 2016 are as follows: Fair Value Gross Unrealized Loss December 31, December 31, December 31, December 31, (In thousands) Less than one year U.S. Government bonds and notes $ 42,581 $ 18,395 $ (1 ) $ — Corporate notes, bonds and commercial paper 194,015 54,377 (131 ) (21 ) Total Corporate notes, bonds, and commercial paper and U.S. Government bonds and notes $ 236,596 $ 72,772 $ (132 ) $ (21 ) |
Fair Value of Financial Instr34
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
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, 2017 and 2016 : As of December 31, 2017 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 $ 10,915 $ 10,915 $ — $ — U.S. Government bonds and notes 55,220 — 55,220 — Corporate notes, bonds, commercial paper and other 195,073 1,058 194,015 — Total available-for-sale securities $ 261,208 $ 11,973 $ 249,235 $ — As of December 31, 2016 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 $ 10,681 $ 10,681 $ — $ — U.S. Government bonds and notes 48,292 — 48,292 — Corporate notes, bonds, commercial paper and other 62,178 303 61,875 — Total available-for-sale securities $ 121,151 $ 10,984 $ 110,167 $ — |
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, 2017 and 2016 : As of December 31, 2017 As of December 31, 2016 (in thousands) Face Value Carrying Value Fair Value Face Value Carrying Value Fair Value 1.375% Convertible Senior Notes due 2023 $ 172,500 $ 135,447 $ 173,450 $ — $ — $ — 1.125% Convertible Senior Notes due 2018 $ 81,207 $ 78,451 $ 100,802 $ 138,000 $ 126,167 $ 173,961 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Inventory Disclosure [Text Block] | Inventories consist of the following: As of December 31, 2017 2016 (In thousands) Raw materials $ 2,976 $ 3,773 Work in process 1,109 616 Finished goods 1,074 1,244 $ 5,159 $ 5,633 |
Components of property, plant and equipment, net | Property, plant and equipment, net is comprised of the following: As of December 31, 2017 2016 (In thousands) Building $ 40,320 $ 40,320 Computer software 18,424 20,922 Computer equipment 36,607 36,608 Furniture and fixtures 16,881 15,140 Leasehold improvements 10,110 7,176 Machinery 16,936 17,406 Construction in progress 1,831 1,075 141,109 138,647 Less accumulated depreciation and amortization (86,806 ) (80,205 ) $ 54,303 $ 58,442 |
Schedule of accumulated other comprehensive Income (Loss) | Accumulated other comprehensive gain (loss) is comprised of the following: As of December 31, 2017 2016 (In thousands) Foreign currency translation adjustments $ (5,593 ) $ (13,392 ) Unrealized gain (loss) on available-for-sale securities, net of tax 496 (116 ) Total $ (5,097 ) $ (13,508 ) |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 As of December 31, 2016 1.375% Convertible Senior Notes due 2023 $ 172,500 $ — 1.125% Convertible Senior Notes due 2018 81,207 138,000 Total principal amount of convertible notes 253,707 138,000 Unamortized discount - 2023 Notes (34,506 ) — Unamortized discount - 2018 Notes (2,547 ) (10,913 ) Unamortized debt issuance costs - 2023 Notes (2,547 ) — Unamortized debt issuance costs - 2018 Notes (209 ) (920 ) Total convertible notes $ 213,898 $ 126,167 Less current portion 78,451 — Total long-term convertible notes $ 135,447 $ 126,167 |
Schedule of interest expense on notes | Interest expense related to the notes for the years ended December 31, 2017 , 2016 and 2015 was as follows: Years Ended December 31, 2017 2016 2015 (in thousands) 2023 Notes coupon interest at a rate of 1.375% $ 290 $ — $ — 2023 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 4.9% 768 — — 2018 Notes coupon interest at a rate of 1.125% 1,488 1,553 1,567 2018 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 5.5% 6,810 6,749 6,372 Total interest expense on convertible notes $ 9,356 $ 8,302 $ 7,939 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Company's material contractual obligations | As of December 31, 2017 , the Company’s material contractual obligations are as follows (in thousands): Total 2018 2019 2020 2021 2022 Thereafter Contractual obligations (1) Imputed financing obligation (2) $ 15,918 $ 6,447 $ 6,602 $ 2,869 $ — $ — $ — Leases and other contractual obligations 26,225 6,757 5,678 4,705 4,839 3,381 865 Software licenses (3) 13,982 10,450 3,532 — — — — Convertible notes 253,707 81,207 — — — — 172,500 Interest payments related to convertible notes 13,443 2,763 2,372 2,372 2,372 2,372 1,192 Total $ 323,275 $ 107,624 $ 18,184 $ 9,946 $ 7,211 $ 5,753 $ 174,557 ______________________________________ (1) The above table does not reflect possible payments in connection with uncertain tax benefits of approximately $22.6 million including $20.4 million recorded as a reduction of long-term deferred tax assets and $2.2 million in long-term income taxes payable, as of December 31, 2017 . As noted below in Note 16, “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 agreements generally having terms longer than one year. |
Equity Incentive Plans and St38
Equity Incentive Plans and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2014 10,724,228 Increase in shares approved for issuance 4,000,000 Stock options granted (362,335) Stock options forfeited 1,624,823 Stock options expired under former plans (657,878) Nonvested equity stock and stock units granted (1) (2) (4,537,797) Nonvested equity stock and stock units forfeited (1) 382,504 Total shares available for grant as of December 31, 2015 11,173,545 Stock options granted (500,000) Stock options forfeited 1,081,107 Stock options expired under former plans (412,467) Nonvested equity stock and stock units granted (1) (3) (5,316,675) Nonvested equity stock and stock units forfeited (1) 1,279,858 Total shares available for grant as of December 31, 2016 7,305,368 Stock options granted (558,426) Stock options forfeited 1,978,042 Nonvested equity stock and stock units granted (1) (4) (5,007,947) Nonvested equity stock and stock units forfeited (1) 1,334,110 Total shares available for grant as of December 31, 2017 5,051,147 ______________________________________ (1) For purposes of determining the number of shares available for grant under the 2015 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 238,980 shares that had been reserved for potential future issuance related to certain performance unit awards discussed under the section titled "Nonvested Equity Stock and Stock Units" below. (3) Amount includes 300,003 shares that had been reserved for potential future issuance related to certain performance unit awards discussed under the section titled "Nonvested Equity Stock and Stock Units" below. (4) Amount includes 394,853 shares that have been reserved for potential future issuance related to certain performance unit awards discussed under the section titled "Nonvested Equity Stock and Stock Units" below. |
Schedule of stock option activity | The following table summarizes stock option activity under the stock option plans for the years ended December 31, 2017 , 2016 and 2015 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of December 31, 2017 . 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, 2014 11,441,646 $ 10.73 Options granted 362,335 $ 11.27 Options exercised (1,184,141) $ 7.42 Options forfeited (1,624,823) $ 17.22 Outstanding as of December 31, 2015 8,995,017 $ 10.01 Options granted 500,000 $ 12.29 Options exercised (1,405,077) $ 7.27 Options forfeited (1,081,107) $ 18.98 Outstanding as of December 31, 2016 7,008,833 $ 9.34 Options granted 558,426 $ 12.95 Options exercised (1,278,856) $ 7.34 Options forfeited (1,978,042) $ 10.68 Outstanding as of December 31, 2017 4,310,361 $ 9.78 5.51 $ 20,967 Vested or expected to vest at December 31, 2017 4,250,520 $ 9.74 5.46 $ 20,876 Options exercisable at December 31, 2017 3,428,595 $ 9.11 4.75 $ 19,331 |
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, 2017 : Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $4.13 – $5.39 75,665 4.7 $ 4.60 75,665 $ 4.60 $5.46 – $5.46 447,780 5.1 $ 5.46 447,780 $ 5.46 $5.49 – $5.63 237,068 2.4 $ 5.63 237,068 $ 5.63 $5.76 – $5.76 596,669 4.5 $ 5.76 596,669 $ 5.76 $6.83 – $8.73 407,628 3.3 $ 7.77 407,628 $ 7.77 $8.76 – $8.76 674,798 6.1 $ 8.76 635,447 $ 8.76 $9.18 – $11.92 433,979 6.4 $ 11.21 323,859 $ 11.17 $11.93 – $12.31 498,356 8.1 $ 12.26 201,321 $ 12.28 $12.33 – $12.33 1,478 0.1 $ 12.33 1,478 $ 12.33 $12.80 – $23.60 936,940 5.9 $ 15.50 501,680 $ 17.60 $4.13 – $23.60 4,310,361 5.5 $ 9.78 3,428,595 $ 9.11 |
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. Stock Option Plans for Years Ended December 31, 2017 2016 2015 Stock Option Plans Expected stock price volatility 24%-32% 34%-36% 41% Risk free interest rate 1.8%-2.0% 1.3%-1.7% 1.2% Expected term (in years) 5.3-5.4 5.4-6.1 6.0 Weighted-average fair value of stock options granted $4.09 $4.59 $4.59 |
Weighted-average assumptions for Employee Stock Purchase Plan | Employee Stock Purchase Plan for Years Ended December 31, 2017 2016 2015 Employee Stock Purchase Plan Expected stock price volatility 25%-27% 31%-33% 34%-42% Risk free interest rate 0.98%-1.3% 0.41%-0.5% 0.1%-0.3% Expected term (in years) 0.5 0.5 0.5 Weighted-average fair value of purchase rights granted under the purchase plan $3.07 $2.88 $3.06 |
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, 2017 : Nonvested Equity Stock and Stock Units Shares Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2014 673,864 $ 9.23 Granted 2,865,878 $ 11.62 Vested (276,622) $ 9.94 Forfeited (255,002) $ 10.64 Nonvested at December 31, 2015 3,008,118 $ 11.32 Granted 3,344,448 $ 12.84 Vested (789,864) $ 10.98 Forfeited (699,646) $ 11.94 Nonvested at December 31, 2016 4,863,056 $ 12.33 Granted 3,075,396 $ 13.02 Vested (1,216,476) $ 12.15 Forfeited (860,627) $ 12.61 Nonvested at December 31, 2017 5,861,349 $ 12.68 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring Charges During 2017 and 2016, the Company did not initiate any restructuring programs. The 2015 Plan During 2015, the Company initiated a restructuring program to reduce overall corporate expenses which is expected to improve future profitability by reducing spending on sales, general and administrative programs and refining some of its research and development efforts ("the 2015 Plan"). In connection with this restructuring program, the Company initiated a plan of termination resulting in a reduction of 8% of the Company's headcount. The Company estimated that it would incur a cash payout related to the reduction in force of approximately $3.0 million , which is related to severance and termination benefits. The estimated non-cash expense was expected to be approximately $1.0 million . During the year ended December 31, 2015, the Company recorded a charge of $3.6 million related primarily to the reduction in workforce, of which $1.4 million was related to the MID reportable segment, $0.1 million was related to the RSD reportable segment, $1.2 million was related to the Other segment and $0.9 million was related to corporate support functions. The 2015 Plan was completed in 2016. The following table summarizes the 2015 Plan restructuring activities during the years ended December 31, 2016 and 2015: Employee Severance and Related Benefits Facilities Total (In thousands) Balance at December 31, 2014 $ — $ — $ — Charges 2,993 583 3,576 Payments (1,765 ) — (1,765 ) Non-cash settlements — (583 ) * (583 ) Balance at December 31, 2015 $ 1,228 $ — $ 1,228 Payments (1,228 ) — (1,228 ) Balance at December 31, 2016 $ — $ — $ — ______________________________________ *The non-cash charge of $583 thousand was related to the write down of fixed assets related to the Other segment. |
2015 Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Costs [Table Text Block] | The following table summarizes the 2015 Plan restructuring activities during the years ended December 31, 2016 and 2015: Employee Severance and Related Benefits Facilities Total (In thousands) Balance at December 31, 2014 $ — $ — $ — Charges 2,993 583 3,576 Payments (1,765 ) — (1,765 ) Non-cash settlements — (583 ) * (583 ) Balance at December 31, 2015 $ 1,228 $ — $ 1,228 Payments (1,228 ) — (1,228 ) Balance at December 31, 2016 $ — $ — $ — ______________________________________ *The non-cash charge of $583 thousand was related to the write down of fixed assets related to the Other segment. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |
Schedule of income before income tax | Income (loss) before taxes consisted of the following: Years Ended December 31, 2017 2016 2015 (In thousands) Domestic $ 46,031 $ 38,211 $ 58,498 Foreign (5,042 ) (15,574 ) 1,733 $ 40,989 $ 22,637 $ 60,231 |
Components of provision for (benefit from) income taxes | The provision for (benefit from) income taxes is comprised of: Years Ended December 31, 2017 2016 2015 (In thousands) Federal: Current $ 20,661 $ 22,115 $ 20,497 Deferred 43,678 (2,198 ) (170,798 ) State: Current 495 884 609 Deferred (43 ) (271 ) (1,933 ) Foreign: Current 1,101 1,275 443 Deferred (2,041 ) (5,988 ) 25 $ 63,851 $ 15,817 $ (151,157 ) |
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, 2017 2016 2015 Expense at U.S. federal statutory rate 35.0 % 35.0 % 35.0 % Expense (benefit) at state statutory rate 0.7 1.8 (1.5 ) Withholding tax 50.1 97.0 34.1 Foreign rate differential 2.8 4.1 0.4 Research and development (“R&D”) credit (3.9 ) (8.3 ) (2.3 ) Executive compensation 1.8 1.5 0.5 Stock-based compensation 14.9 34.8 5.3 Foreign tax credit (50.1 ) (97.0 ) (34.1 ) Impact of corporate rate change on deferred taxes 50.6 — — Other 1.4 1.0 (0.6 ) Valuation allowance 52.5 — (287.8 ) 155.8 % 69.9 % (251.0 )% |
Components of the net deferred tax assets | The components of the net deferred tax assets are as follows: As of December 31, 2017 2016 (In thousands) Deferred tax assets: Depreciation and amortization $ 10,840 $ 22,348 Other timing differences, accruals and reserves 8,766 12,268 Deferred equity compensation 7,979 17,426 Net operating loss carryovers 16,335 11,439 Tax credits 157,051 120,660 Total gross deferred tax assets 200,971 184,141 Convertible debt (791) (3,870) Total net deferred tax assets 200,180 180,271 Valuation allowance (50,911 ) (23,529 ) Net deferred tax assets $ 149,269 $ 156,742 As of December 31, 2017 2016 (In thousands) Reported as: Non-current deferred tax assets $ 159,099 $ 168,342 Non-current deferred tax liabilities (9,830 ) (11,600 ) Net deferred tax assets $ 149,269 $ 156,742 |
Summary of valuation allowance | The following table presents the tax valuation allowance information for the years ended December 31, 2017 , 2016 and 2015 : Balance at Beginning of Period Charged (Credited) to Operations Charged to Other Account* Valuation Allowance Release Valuation Allowance Set up Balance at End of Period Tax Valuation Allowance Year ended December 31, 2015 $ 193,874 — 1,299 (174,456 ) — $ 20,717 Year ended December 31, 2016 $ 20,717 — 2,812 — — $ 23,529 Year ended December 31, 2017 $ 23,529 — 5,855 — 21,527 $ 50,911 ______________________________________ * 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, 2017 , 2016 and 2015 is as follows (amounts in thousands): Years Ended December 31, 2017 2016 2015 Balance at January 1 $ 21,925 $ 20,836 $ 19,903 Tax positions related to current year: Additions 1,083 1,225 1,186 Tax positions related to prior years: Additions 16 256 — Reductions (372 ) (171 ) (35 ) Settlements — (221 ) (218 ) Balance at December 31 $ 22,652 $ 21,925 $ 20,836 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | Additionally, the unaudited pro forma financial results do not include any anticipated synergies or other expected benefits from the acquisitions (unaudited, in thousands, except per share amounts): Years Ended December 31, 2016 2015 Revenue $ 364,443 $ 374,036 Net income $ 5,727 $ 188,852 Net income per share - diluted $ 0.05 $ 1.61 |
Snowbush [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The total consideration from the business combination was allocated as follows: Total (in thousands) Property and equipment $ 911 Identified intangible assets 25,189 Goodwill 14,015 Deferred revenue (1,270 ) Total $ 38,845 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The identified intangible assets assumed in the acquisition of the Snowbush IP assets were recognized as follows based upon their estimated fair values as of the acquisition date: Total Estimated Weighted Average Useful Life (in thousands) (in years) Existing technology $ 2,600 5 Customer contracts and contractual relationships 789 2 In-process research and development 21,800 Not applicable Total $ 25,189 |
Smart Card Software Limited | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The total consideration from the business combination was allocated as follows: Total (in thousands) Cash $ 12,056 Accounts receivable 6,563 Property and equipment 524 Other tangible assets 1,462 Identified intangible assets 59,700 Goodwill 46,903 Accounts payable and accrued liabilities (5,996 ) Deferred income taxes (15,556 ) Deferred revenue (1,313 ) Total $ 104,343 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The identified intangible assets assumed in the acquisition of SCS were recognized as follows based upon their estimated fair values as of the acquisition date: Total Estimated Weighted Average Useful Life (in thousands) (in years) Existing technology $ 24,600 6 Customer contracts and contractual relationships (1) 35,100 6 Total $ 59,700 (1) Includes favorable contracts of $8.3 million with an estimated useful life of 5 years . The favorable contracts are acquired software and service agreements where the Company has no performance obligations. Cash received from these acquired favorable contracts reduces the favorable contract intangible asset. |
Inphi Memory Interconnect Business [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The total consideration from the business combination was allocated as follows: Total (in thousands) Inventory $ 6,300 Property and equipment 4,543 Other tangible assets 206 Identified intangible assets 50,222 Goodwill 32,723 Accounts payable and accrued liabilities (3,527 ) Deferred revenue (467 ) Total $ 90,000 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The identified intangible assets assumed in the acquisition of the acquired business were recognized as follows based upon their estimated fair values as of the acquisition date: Total Estimated Weighted Average Useful Life (in thousands) (in years) Existing technology $ 44,900 5 Customer contracts and contractual relationships 3,722 6 In-process research and development 1,600 Not applicable Total $ 50,222 |
CONSOLIDATED SUPPLEMENTARY FI42
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly statements of operations | RAMBUS INC. CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA Quarterly Statements of Operations (Unaudited) Dec. 31, 2017 Sept. 30, 2017 June 30, 2017 March 31, 2017 Dec. 31, 2016 Sept. 30, 2016 June 30, 2016 March 31, 2016 (In thousands, except for per share amounts) Total revenue $ 101,891 $ 99,134 $ 94,720 $ 97,351 $ 97,559 $ 89,855 $ 76,501 $ 72,682 Total operating costs and expenses (1) $ 86,172 $ 82,124 $ 86,476 $ 83,917 $ 97,035 $ 78,039 $ 64,493 $ 63,388 Operating income $ 15,719 $ 17,010 $ 8,244 $ 13,434 $ 524 $ 11,816 $ 12,008 $ 9,294 Net income (loss) (2) $ (36,168 ) $ 7,695 $ 2,605 $ 3,006 $ (3,445 ) $ 4,511 $ 3,876 $ 1,878 Net income (loss) per share — basic $ (0.33 ) $ 0.07 $ 0.02 $ 0.03 $ (0.03 ) $ 0.04 0.04 $ 0.02 Net income (loss) per share — diluted $ (0.33 ) $ 0.07 $ 0.02 $ 0.03 $ (0.03 ) $ 0.04 0.03 $ 0.02 Shares used in per share calculations — basic (3) 109,737 109,555 110,060 111,464 110,788 110,214 109,904 109,733 Shares used in per share calculations — diluted (3) 109,737 113,119 112,565 115,325 110,788 113,723 112,061 112,252 ______________________________________ (1) The quarterly financial information includes $18.3 million of impairment of in-process research and development intangible asset and a reduction of operating expenses due to the change in the contingent consideration liability of $6.8 million in the quarter ended December 31, 2016. Refer to Note 5, “Intangible Assets and Goodwill” of Notes to Consolidated Financial Statements of this Form 10-K. (2) The net loss for the quarter ended December 31, 2017 included a $21.5 million deferred tax asset valuation allowance and $20.7 million related to re-measurement of deferred tax assets as a result of the tax law changes. Refer to Note 16, "Income Taxes" of Notes to Consolidated Financial Statements of this Form 10-K. (3) The quarterly financial information includes the impact of the accelerated share repurchase program as follows: 0.8 million shares in the quarter ended December 31, 2017 and 3.2 million shares repurchased in the quarter ended June 30, 2017 and 0.7 million shares in the quarter ended June 30, 2016. Refer to Note 13, "Stockholders' Equity" of Notes to Consolidated Financial Statements of this Form 10-K. |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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 Accoun44
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2017 | |
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 |
Other Machinery and Equipment [Member] | |
Property, plant and equipment | |
Property, plant and equipment, estimated useful life (in years) | 2 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 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Net income (loss) | $ (36,168) | $ 7,695 | $ 2,605 | $ 3,006 | $ (3,445) | $ 4,511 | $ 3,876 | $ 1,878 | $ (22,862) | $ 6,820 | $ 211,388 |
Denominator: | |||||||||||
Weighted-average common shares outstanding, Basic (in shares) | 109,737 | 109,555 | 110,060 | 111,464 | 110,788 | 110,214 | 109,904 | 109,733 | 110,198 | 110,162 | 114,814 |
Effect of potential dilutive common shares | 0 | 2,978 | 2,670 | ||||||||
Denominator: | |||||||||||
Weighted-average common shares outstanding, Diluted (in shares) | 109,737 | 113,119 | 112,565 | 115,325 | 110,788 | 113,723 | 112,061 | 112,252 | 110,198 | 113,140 | 117,484 |
Earnings Per Share, Basic | $ (0.21) | $ 0.06 | $ 1.84 | ||||||||
Earnings Per Share, Diluted | $ (0.21) | $ 0.06 | $ 1.80 |
Earnings (Loss) Per Share (De46
Earnings (Loss) Per Share (Details 2) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Anti-dilutive shares excluded from calculation of earnings per share | |||
Anti-dilutive shares excluded from calculation of earnings per share | 3.7 | ||
Options | |||
Anti-dilutive shares excluded from calculation of earnings per share | |||
Anti-dilutive shares excluded from calculation of earnings per share | 1.5 | 2.2 | 2.5 |
Intangible Assets and Goodwil47
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill information | ||
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 | $ 204,794 | $ 116,899 |
Addition to goodwill | 803 | 93,641 |
Goodwill impairment charge | 0 | 0 |
Balance at the end of the period | 209,661 | 204,794 |
Goodwill, Foreign Currency Translation Gain (Loss) | $ 4,064 | $ (5,746) |
MID | ||
Goodwill information | ||
Percentage of fair value in excess of carrying amount | 270.00% | 299.00% |
Discount rates for key assumptions used in applying income approach | 12.00% | 12.00% |
Goodwill information for each reporting unit | ||
Balance at the beginning of the period | $ 66,643 | $ 19,905 |
Addition to goodwill | 0 | 46,738 |
Goodwill impairment charge | 0 | 0 |
Balance at the end of the period | 66,643 | $ 66,643 |
Goodwill, Foreign Currency Translation Gain (Loss) | $ 0 | |
RSD | ||
Goodwill information | ||
Percentage of fair value in excess of carrying amount | 155.00% | 89.00% |
Discount rates for key assumptions used in applying income approach | 17.00% | 17.00% |
Goodwill information for each reporting unit | ||
Balance at the beginning of the period | $ 138,151 | $ 96,994 |
Addition to goodwill | 803 | 46,903 |
Goodwill impairment charge | 0 | 0 |
Balance at the end of the period | 143,018 | 138,151 |
Goodwill, Foreign Currency Translation Gain (Loss) | 4,064 | (5,746) |
Other | ||
Goodwill information for each reporting unit | ||
Balance at the beginning of the period | 0 | |
Balance at the end of the period | $ 0 | $ 0 |
Intangible Assets and Goodwil48
Intangible Assets and Goodwill (Goodwill Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||
Goodwill, Foreign Currency Translation Gain (Loss) | $ 4,064 | $ (5,746) | |
Gross Carrying Amount | 231,431 | 226,564 | |
Goodwill, Impaired, Accumulated Impairment Loss | (21,770) | (21,770) | |
Net Carrying Amount | 209,661 | 204,794 | $ 116,899 |
MID | |||
Goodwill [Line Items] | |||
Goodwill, Foreign Currency Translation Gain (Loss) | 0 | ||
Gross Carrying Amount | 66,643 | 66,643 | |
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 | |
Net Carrying Amount | 66,643 | 66,643 | 19,905 |
RSD | |||
Goodwill [Line Items] | |||
Goodwill, Foreign Currency Translation Gain (Loss) | 4,064 | (5,746) | |
Gross Carrying Amount | 143,018 | 138,151 | |
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 | |
Net Carrying Amount | 143,018 | 138,151 | $ 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 |
Intangible Assets and Goodwil49
Intangible Assets and Goodwill (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Components of intangible assets | |||
Accumulated Amortization | $ (240,480) | $ (194,777) | |
Finite-lived intangible assets | 86,622 | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 5,100 | ||
Intangible Assets, Gross (Excluding Goodwill) | 332,202 | 327,165 | |
Amortization expense for intangible assets | 41,962 | 37,138 | $ 25,074 |
Intangible Assets, Net | $ 91,722 | $ 132,388 | |
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 | |
Favorable Contracts [Member] | |||
Components of intangible assets | |||
Finite-lived intangible assets | $ 1,700 | $ 3,600 | |
Existing technology | |||
Components of intangible assets | |||
Gross Carrying Amount | 258,008 | 256,656 | |
Accumulated Amortization | (191,554) | (156,577) | |
Finite-lived intangible assets | $ 66,454 | $ 100,079 | |
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 | $ 68,794 | $ 65,109 | |
Accumulated Amortization | (48,626) | (37,900) | |
Finite-lived intangible assets | $ 20,168 | $ 27,209 | |
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) | (300) | |
Finite-lived intangible assets | $ 0 | $ 0 | |
Useful Life (in years) | 3 years | 3 years | |
In Process Research and Development [Member] | |||
Components of intangible assets | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 5,100 | $ 5,100 |
Intangible Assets and Goodwil50
Intangible Assets and Goodwill (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Purchased patents | |||
Amortization of intangible assets | $ 41,962 | $ 37,138 | $ 25,074 |
Estimated future amortization expense of intangible assets | |||
Next Twelve Months | 30,382 | ||
Year Two | 19,942 | ||
Year Three | 19,220 | ||
Year Four | 12,683 | ||
Year Five | 1,331 | ||
Thereafter | 3,064 | ||
Finite-lived intangible assets | 86,622 | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 5,100 | ||
Intangible Assets, Net (Excluding Goodwill) | 91,722 | 132,388 | |
Customer contracts and contractual relationships | |||
Estimated future amortization expense of intangible assets | |||
Finite-lived intangible assets | 20,168 | 27,209 | |
Existing technology | |||
Estimated future amortization expense of intangible assets | |||
Finite-lived intangible assets | 66,454 | 100,079 | |
Favorable Contracts [Member] | |||
Identified intangible assets assumed in the acquisitions | |||
Cash received related to intangible assets | 3,600 | 5,900 | |
Estimated future amortization expense of intangible assets | |||
Finite-lived intangible assets | $ 1,700 | $ 3,600 | |
Non-competition agreements | |||
Identified intangible assets assumed in the acquisitions | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years | |
Estimated future amortization expense of intangible assets | |||
Finite-lived intangible assets | $ 0 | $ 0 | |
Minimum | |||
Identified intangible assets assumed in the acquisitions | |||
Finite-Lived Intangible Asset, Useful Life | 1 year | 1 year | |
Minimum | Customer contracts and contractual relationships | |||
Identified intangible assets assumed in the acquisitions | |||
Finite-Lived Intangible Asset, Useful Life | 1 year | 1 year | |
Minimum | Existing technology | |||
Identified intangible assets assumed in the acquisitions | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years |
Segments and Major Customers (D
Segments and Major Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Financial information of business segments | |||||||||||
Revenue | $ 101,891 | $ 99,134 | $ 94,720 | $ 97,351 | $ 97,559 | $ 89,855 | $ 76,501 | $ 72,682 | $ 393,096 | $ 336,597 | $ 296,278 |
Segment operating expenses | 169,914 | 150,712 | 108,983 | ||||||||
Segment operating income (loss) | 223,182 | 185,885 | 187,295 | ||||||||
Reconciling items | (168,775) | (152,243) | (115,875) | ||||||||
Operating income (loss) | $ 15,719 | $ 17,010 | $ 8,244 | $ 13,434 | $ 524 | $ 11,816 | $ 12,008 | $ 9,294 | 54,407 | 33,642 | 71,420 |
Interest and other income (expense), net | (13,418) | (11,005) | (11,189) | ||||||||
Income before income taxes | 40,989 | 22,637 | 60,231 | ||||||||
MID | |||||||||||
Financial information of business segments | |||||||||||
Revenue | 280,704 | 239,843 | 221,968 | ||||||||
Segment operating expenses | 86,044 | 68,460 | 47,780 | ||||||||
Segment operating income (loss) | 194,660 | 171,383 | 174,188 | ||||||||
RSD | |||||||||||
Financial information of business segments | |||||||||||
Revenue | 96,663 | 76,175 | 50,497 | ||||||||
Segment operating expenses | 50,010 | 51,855 | 29,056 | ||||||||
Segment operating income (loss) | 46,653 | 24,320 | 21,441 | ||||||||
Other | |||||||||||
Financial information of business segments | |||||||||||
Revenue | 15,729 | 20,579 | 23,813 | ||||||||
Segment operating expenses | 33,860 | 30,397 | 32,147 | ||||||||
Segment operating income (loss) | $ (18,131) | $ (9,818) | $ (8,334) |
Segments and Major Customers 52
Segments and Major Customers (Details 1) - Accounts Receivable [Member] - Customer Concentration Risk | Dec. 31, 2017 | Dec. 31, 2016 |
Customer 1 [Member] | ||
Concentration Risk | ||
Customer concentration risk | 13.00% | |
Customer 2 [Member] | ||
Concentration Risk | ||
Customer concentration risk | 12.00% | 12.00% |
Customer 3 [Member] | ||
Concentration Risk | ||
Customer concentration risk | 13.00% | |
Customer 4 [Member] | ||
Concentration Risk | ||
Customer concentration risk | 17.00% | |
Customer 5 [Member] [Domain] | ||
Concentration Risk | ||
Customer concentration risk | 11.00% |
Segments and Major Customers 53
Segments and Major Customers (Details 2) - Sales, net - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Customer A | |||
Concentration Risk | |||
Concentration risk as a percentage | 17.00% | 19.00% | 20.00% |
Customer B | |||
Concentration Risk | |||
Concentration risk as a percentage | 13.00% | 20.00% | 19.00% |
Customer C | |||
Concentration Risk | |||
Concentration risk as a percentage | 13.00% | 13.00% | 13.00% |
Segments and Major Customers 54
Segments and Major Customers (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Major Customer Disclosure | |||||||||||
Revenue | $ 101,891 | $ 99,134 | $ 94,720 | $ 97,351 | $ 97,559 | $ 89,855 | $ 76,501 | $ 72,682 | $ 393,096 | $ 336,597 | $ 296,278 |
Property, plant and equipment, net | 54,303 | 58,442 | 54,303 | 58,442 | |||||||
South Korea | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 115,811 | 129,542 | 115,486 | ||||||||
USA | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 165,263 | 121,209 | 118,278 | ||||||||
Property, plant and equipment, net | 47,200 | 55,000 | 47,200 | 55,000 | |||||||
Japan | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 23,378 | 30,215 | 29,687 | ||||||||
Europe | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 22,597 | 16,031 | 9,616 | ||||||||
Canada | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 4,373 | 3,478 | 214 | ||||||||
SINGAPORE | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 22,554 | 17,908 | 16,312 | ||||||||
Asia-Other | |||||||||||
Major Customer Disclosure | |||||||||||
Revenue | 39,120 | 18,214 | $ 6,685 | ||||||||
India | |||||||||||
Major Customer Disclosure | |||||||||||
Property, plant and equipment, net | 3,400 | 1,300 | 3,400 | 1,300 | |||||||
Other foreign locations | |||||||||||
Major Customer Disclosure | |||||||||||
Property, plant and equipment, net | $ 3,700 | $ 2,100 | $ 3,700 | $ 2,100 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash equivalents and marketable securities | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | $ 236,596 | $ 72,772 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | $ (132) | $ (21) |
Maximum maturity period of available-for-sale securities (in years) | 3 years | 3 years |
Maximum remaining maturity period of available-for-sale securities (in years) | 1 year | 1 year |
Fair Value | $ 261,208 | $ 121,151 |
Amortized Cost | 261,340 | 121,171 |
Cash Cash Equivalents And Short Term Investments Unrealized Gains | 0 | 1 |
CashCashEquivalentsAndShortTermInvestmentsUnrealizedLosses | (132) | (21) |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | 132 | 21 |
Cash, fair value | 68,168 | 51,031 |
Cash | 68,168 | 51,031 |
Cash, cash equivalents and marketable securities | ||
Fair Value | 329,376 | 172,182 |
Amortized Cost | 329,508 | 172,202 |
Money market funds | ||
Cash equivalents and marketable securities | ||
Fair Value | 10,915 | 10,681 |
Amortized Cost | 10,915 | 10,681 |
Cash Cash Equivalents And Short Term Investments Unrealized Gains | 0 | 0 |
CashCashEquivalentsAndShortTermInvestmentsUnrealizedLosses | $ 0 | $ 0 |
Weighted Rate of Return (as a percent) | 1.16% | 0.41% |
US Treasury and Government [Member] | ||
Cash equivalents and marketable securities | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | $ 42,581 | $ 18,395 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (1) | 0 |
Fair Value | 55,220 | 48,292 |
Amortized Cost | 55,221 | 48,291 |
Cash Cash Equivalents And Short Term Investments Unrealized Gains | 0 | 1 |
CashCashEquivalentsAndShortTermInvestmentsUnrealizedLosses | $ (1) | $ 0 |
Weighted Rate of Return (as a percent) | 1.12% | 0.39% |
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 | $ 194,015 | $ 54,377 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (131) | (21) |
Fair Value | 195,073 | 62,178 |
Amortized Cost | 195,204 | 62,199 |
Cash Cash Equivalents And Short Term Investments Unrealized Gains | 0 | 0 |
CashCashEquivalentsAndShortTermInvestmentsUnrealizedLosses | $ (131) | $ (21) |
Weighted Rate of Return (as a percent) | 1.39% | 0.66% |
Short term marketable securities | ||
Cash equivalents and marketable securities | ||
Fair Value | $ 103,532 | $ 36,888 |
Cash Equivalents [Member] | ||
Cash equivalents and marketable securities | ||
Fair Value | $ 157,676 | $ 84,263 |
Fair Value of Financial Instr56
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | $ 261,208 | $ 121,151 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 10,915 | 10,681 |
US Treasury and Government Short-term Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 55,220 | 48,292 |
Corporate notes, bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 195,073 | 62,178 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 261,208 | 121,151 |
Fair Value, Measurements, Recurring [Member] | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 10,915 | 10,681 |
Fair Value, Measurements, Recurring [Member] | US Treasury and Government Short-term Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 55,220 | 48,292 |
Fair Value, Measurements, Recurring [Member] | Corporate notes, bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 195,073 | 62,178 |
Fair Value, Measurements, Recurring [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 11,973 | 10,984 |
Fair Value, Measurements, Recurring [Member] | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 10,915 | 10,681 |
Fair Value, Measurements, Recurring [Member] | Level 1 | US Treasury and Government Short-term Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 1 | Corporate notes, bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 1,058 | 303 |
Fair Value, Measurements, Recurring [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 249,235 | 110,167 |
Fair Value, Measurements, Recurring [Member] | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 2 | US Treasury and Government Short-term Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 55,220 | 48,292 |
Fair Value, Measurements, Recurring [Member] | Level 2 | Corporate notes, bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 194,015 | 61,875 |
Fair Value, Measurements, Recurring [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 | US Treasury and Government Short-term Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 | Corporate notes, bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total available-for-sale securities | $ 0 | $ 0 |
Fair Value of Financial Instr57
Fair Value of Financial Instruments (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Carrying Value | $ 213,898 | $ 126,167 |
Senior, One Point Three Seven Five Percent Convertible Notes Due Two Thousand Twenty Three [Member] [Member] | ||
Debt Instrument [Line Items] | ||
Face Value | 172,500 | 0 |
Carrying Value | 135,447 | 0 |
Fair Value | 173,450 | 0 |
1.125% Convertible Senior Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Face Value | 138,000 | |
Carrying Value | 126,167 | |
Fair Value | $ 173,961 | |
1.125% Convertible Senior Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Face Value | 81,207 | |
Carrying Value | 78,451 | |
Fair Value | $ 100,802 |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, plant and equipment, net | |||
Property, plant and equipment, gross | $ 141,109 | $ 138,647 | |
Less accumulated depreciation and amortization | (86,806) | (80,205) | |
Property, plant and equipment, net | 54,303 | 58,442 | |
Depreciation expense | 13,275 | 12,965 | $ 12,379 |
Building | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 40,320 | 40,320 | |
Computer software | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 18,424 | 20,922 | |
Computer equipment | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 36,607 | 36,608 | |
Furniture and fixtures | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 16,881 | 15,140 | |
Leasehold improvements | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 10,110 | 7,176 | |
Machinery | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 16,936 | 17,406 | |
Construction in progress | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | $ 1,831 | $ 1,075 |
Balance Sheet Details (Details
Balance Sheet Details (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accumulated other comprehensive income (Loss) | ||
Foreign currency translation adjustments, net of tax | $ (5,593) | $ (13,392) |
Unrealized gain (loss) on available-for-sale securities, net of tax | 496 | (116) |
Total | $ (5,097) | $ (13,508) |
Balance Sheet Details Balance S
Balance Sheet Details Balance Sheet Details (Details 3) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Inventory, Raw Materials, Net of Reserves | $ 2,976 | $ 3,773 |
Inventory, Work in Process, Net of Reserves | 1,109 | 616 |
Inventory, Finished Goods, Net of Reserves | 1,074 | 1,244 |
Inventories | $ 5,159 | $ 5,633 |
Convertible Notes (Schedule of
Convertible Notes (Schedule of Notes) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Nov. 17, 2017 | Dec. 31, 2016 | Aug. 16, 2013 |
Debt Instrument [Line Items] | ||||
Total convertible notes | $ 213,898 | $ 126,167 | ||
Less current portion | 78,451 | 0 | ||
Total long-term convertible notes | 135,447 | 126,167 | ||
Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Total convertible notes | 253,707 | 138,000 | ||
Convertible notes | Senior, One Point Three Seven Five Percent Convertible Notes Due Two Thousand Twenty Three [Member] [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 172,500 | $ 172,500 | 0 | |
Unamortized discount | (34,506) | 0 | ||
Unamortized Debt Issuance Expense | (2,547) | 0 | ||
Convertible notes | 1.125% Convertible Senior Notes due 2018 | ||||
Debt Instrument [Line Items] | ||||
Face Value | 81,207 | 138,000 | $ 138,000 | |
Unamortized discount | (2,547) | (10,913) | ||
Unamortized Debt Issuance Expense | $ (209) | $ (920) |
Convertible Notes (Narrative) (
Convertible Notes (Narrative) (Details) $ / shares in Units, shares in Millions | Nov. 17, 2017USD ($)D$ / shares | Aug. 16, 2013USD ($)D$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Nov. 14, 2017$ / shares | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||
Derivative, Nonmonetary Notional Amount, Shares | shares | 9.1 | 9.1 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 9.1 | 9.1 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 23.30 | $ 23.30 | ||||
Share Price | $ / shares | $ 14.56 | |||||
Potential Incremental Common Shares Attributable To Dilutive Effect Of Conversion Of Debt Securities | shares | 9.1 | |||||
Additional paid in capital | $ 1,212,798,000 | $ 1,212,798,000 | $ 1,181,230,000 | |||
Convertible notes | ||||||
Debt Instrument [Line Items] | ||||||
Additional paid in capital | 111,300,000 | 111,300,000 | 93,400,000 | |||
Convertible notes | Senior, One Point Three Seven Five Percent Convertible Notes Due Two Thousand Twenty Three [Member] [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stock Price Premium | 60.00% | |||||
Face Value | $ 172,500,000 | 172,500,000 | 172,500,000 | 0 | ||
Liability Component, Principal amount | 137,300,000 | |||||
Equity Component, Principal amount | $ 35,200,000 | |||||
Debt discount amortization period | 5 years | |||||
Debt Issuance Cost, Convertible, Liability Component | $ 2,600,000 | |||||
Debt Issuance Cost, Convertible, Equity Component | 700,000 | |||||
Debt Issuance Costs, Gross | $ 3,300,000 | |||||
Conversion rate, number of shares to be issued per $1000 of principal (in shares) | 52.8318 | |||||
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) | $ / shares | $ 18.93 | |||||
Debt Instrument, Convertible, Threshold Trading Days | 20 | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | D | 30 | |||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | |||||
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% | |||||
Debt Instrument, Default Percent Of Principal And Accrued And Unpaid Interest | 100.00% | |||||
Convertible notes | 1.125% Convertible Senior Notes due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | $ 138,000,000 | 81,207,000 | $ 81,207,000 | $ 138,000,000 | ||
Liability Component, Principal amount | 107,700,000 | |||||
Equity Component, Principal amount | $ 30,300,000 | |||||
Debt discount amortization period | 5 years | 8 months | ||||
Debt Issuance Cost, Convertible, Liability Component | $ 2,800,000 | |||||
Debt Issuance Cost, Convertible, Equity Component | $ 800,000 | |||||
Debt Instrument, Term | 5 years | |||||
Debt Issuance Costs, Gross | $ 3,600,000 | |||||
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) | $ / shares | $ 12.07 | |||||
Debt Instrument, Convertible, Threshold Trading Days | 20 | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | D | 30 | |||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 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% | |||||
Debt Instrument, Repurchase Amount | $ 56,800,000 | $ 56,800,000 | ||||
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 Senior Notes [Member] | Senior, One Point Three Seven Five Percent Convertible Notes Due Two Thousand Twenty Three [Member] [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated Interest rate (as a percent) | 1.375% | 1.375% | 1.375% | |||
Convertible Senior Notes [Member] | 1.125% Convertible Senior Notes due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Stated Interest rate (as a percent) | 1.125% | 1.125% | 1.125% | 1.125% |
Convertible Notes (Interest Exp
Convertible Notes (Interest Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 17, 2017 | Aug. 16, 2013 | |
Interest expense related to notes | |||||
Amortization of Debt Issuance Costs and Discounts | $ 7,578 | $ 6,749 | $ 6,372 | ||
Additional paid in capital | $ 1,212,798 | $ 1,181,230 | |||
Convertible Senior Notes [Member] | Senior, One Point Three Seven Five Percent Convertible Notes Due Two Thousand Twenty Three [Member] [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.375% | 1.375% | |||
Convertible Senior Notes [Member] | 1.125% Convertible Senior Notes due 2018 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.125% | 1.125% | 1.125% | ||
Convertible notes | |||||
Interest expense related to notes | |||||
Total interest expense on convertible notes | $ 9,356 | $ 8,302 | 7,939 | ||
Additional paid in capital | 111,300 | 93,400 | |||
Convertible notes | Senior, One Point Three Seven Five Percent Convertible Notes Due Two Thousand Twenty Three [Member] [Member] | |||||
Interest expense related to notes | |||||
Coupon interest | 290 | ||||
Amortization of Debt Issuance Costs and Discounts | $ 768 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 4.90% | ||||
Debt Instrument, Face Amount | $ 172,500 | 0 | $ 172,500 | ||
Convertible notes | 1.125% Convertible Senior Notes due 2018 | |||||
Interest expense related to notes | |||||
Coupon interest | 1,488 | 1,553 | 1,567 | ||
Amortization of Debt Issuance Costs and Discounts | $ 6,810 | $ 6,749 | $ 6,372 | ||
Debt Instrument, Interest Rate, Effective Percentage | 5.50% | 5.50% | |||
Debt Instrument, Face Amount | $ 81,207 | $ 138,000 | $ 138,000 |
Commitments and Contingencies64
Commitments and Contingencies (Details) $ in Thousands | Aug. 16, 2013USD ($) | Dec. 15, 2009USD ($)ft² | Sep. 30, 2011 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2013USD ($) | Jan. 31, 2013ft² | Sep. 29, 2012USD ($) | Nov. 04, 2011USD ($)ft² | Sep. 29, 2011ft² | Mar. 08, 2010ft² |
Lease Commitments | ||||||||||||
Interest expense related to imputed financing obligation | $ 4,400 | $ 4,400 | $ 4,500 | |||||||||
Current and Long Term, Imputed Financing Obligation | 38,300 | 38,900 | ||||||||||
Capitalized property plant and equipment | 40,320 | 40,320 | ||||||||||
Restructuring charges | 0 | 0 | $ 3,576 | |||||||||
Convertible notes | 1.125% Convertible Senior Notes due 2018 | ||||||||||||
Lease Commitments | ||||||||||||
Face Value | $ 138,000 | 81,207 | 138,000 | |||||||||
Unamortized discount | 2,547 | 10,913 | ||||||||||
Unamortized Debt Issuance Expense | $ 209 | $ 920 | ||||||||||
Debt discount amortization period | 5 years | 8 months | ||||||||||
Facility Closing [Member] | ||||||||||||
Lease Commitments | ||||||||||||
Restructuring charges | $ 2,000 | |||||||||||
Sunnyvale Facility, Original agreement | ||||||||||||
Lease Commitments | ||||||||||||
Number of options | 2 | |||||||||||
Period for extension of lease (in months) | 60 months | |||||||||||
Operating Lease Commitment Termination Period | 84 months | |||||||||||
Total reimbursement receivable under lease agreement | $ 9,100 | |||||||||||
Total space under lease (in square feet) | ft² | 125,000 | |||||||||||
Sunnyvale Facility, First Amended | ||||||||||||
Lease Commitments | ||||||||||||
Total reimbursement receivable under lease agreement | $ 1,700 | |||||||||||
Total space under lease (in square feet) | ft² | 31,000 | 31,000 | ||||||||||
Sunnyvale Facility, Second Amended | ||||||||||||
Lease Commitments | ||||||||||||
Total reimbursement receivable under lease agreement | $ 1,500 | |||||||||||
Ohio Facility | ||||||||||||
Lease Commitments | ||||||||||||
Period for extension of lease (in months) | 60 months | |||||||||||
Total space under lease (in square feet) | ft² | 51,000 | |||||||||||
Fogg-Brecksville Development Co., Original | ||||||||||||
Lease Commitments | ||||||||||||
Total space under lease (in square feet) | ft² | 25,000 |
Commitments and Contingencies65
Commitments and Contingencies (Details 2) - USD ($) $ in Thousands | Aug. 16, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Contractual obligations | |||||
Contractual Obligation, Due in Next Fiscal Year | [1] | $ 107,624 | |||
Contractual Obligation, Due in Second Year | [1] | 18,184 | |||
Contractual Obligation, Due in Third Year | [1] | 9,946 | |||
Contractual Obligation, Due in Fourth Year | [1] | 7,211 | |||
Contractual Obligation, Due in Fifth Year | [1] | 5,753 | |||
Contractual Obligation, Due after Fifth Year | [1] | 174,557 | |||
Contractual Obligation | [1] | $ 323,275 | |||
Terms of noncancellable license agreement, minimum (in years) | 1 year | ||||
Rent expense | $ 4,400 | $ 3,800 | $ 2,700 | ||
Property, Plant and Equipment Cost Capitalization Amount | 40,320 | 40,320 | |||
Imputed financing obligation | |||||
Contractual obligations | |||||
Contractual Obligation, Due in Next Fiscal Year | [1],[2] | 6,447 | |||
Contractual Obligation, Due in Second Year | [1],[2] | 6,602 | |||
Contractual Obligation, Due in Third Year | [1],[2] | 2,869 | |||
Contractual Obligation, Due in Fourth Year | [1],[2] | 0 | |||
Contractual Obligation, Due in Fifth Year | [1],[2] | 0 | |||
Contractual Obligation, Due after Fifth Year | [1],[2] | 0 | |||
Contractual Obligation | [1],[2] | 15,918 | |||
Leases and other contractual obligations | |||||
Contractual obligations | |||||
Contractual Obligation, Due in Next Fiscal Year | [1] | 6,757 | |||
Contractual Obligation, Due in Second Year | [1] | 5,678 | |||
Contractual Obligation, Due in Third Year | [1] | 4,705 | |||
Contractual Obligation, Due in Fourth Year | [1] | 4,839 | |||
Contractual Obligation, Due in Fifth Year | [1] | 3,381 | |||
Contractual Obligation, Due after Fifth Year | [1] | 865 | |||
Contractual Obligation | [1] | 26,225 | |||
Software licenses | |||||
Contractual obligations | |||||
Contractual Obligation, Due in Next Fiscal Year | [1],[3] | 10,450 | |||
Contractual Obligation, Due in Second Year | [1],[3] | 3,532 | |||
Contractual Obligation, Due in Third Year | [1],[3] | 0 | |||
Contractual Obligation, Due in Fourth Year | [1],[3] | 0 | |||
Contractual Obligation, Due in Fifth Year | [1],[3] | 0 | |||
Contractual Obligation, Due after Fifth Year | [1],[3] | 0 | |||
Contractual Obligation | [1],[3] | 13,982 | |||
Convertible notes | |||||
Contractual obligations | |||||
Contractual Obligation, Due in Next Fiscal Year | [1] | 81,207 | |||
Contractual Obligation, Due in Second Year | [1] | 0 | |||
Contractual Obligation, Due in Third Year | [1] | 0 | |||
Contractual Obligation, Due in Fourth Year | [1] | 0 | |||
Contractual Obligation, Due in Fifth Year | [1] | 0 | |||
Contractual Obligation, Due after Fifth Year | [1] | 172,500 | |||
Contractual Obligation | [1] | 253,707 | |||
Interest payments related to convertible notes | |||||
Contractual obligations | |||||
Contractual Obligation, Due in Next Fiscal Year | [1] | 2,763 | |||
Contractual Obligation, Due in Second Year | [1] | 2,372 | |||
Contractual Obligation, Due in Third Year | [1] | 2,372 | |||
Contractual Obligation, Due in Fourth Year | [1] | 2,372 | |||
Contractual Obligation, Due in Fifth Year | [1] | 2,372 | |||
Contractual Obligation, Due after Fifth Year | [1] | 1,192 | |||
Contractual Obligation | [1] | 13,443 | |||
Convertible notes | Senior, One Point One Two Five Percent Convertible Notes Due Two Thousand Eighteen [Member] | |||||
Contractual obligations | |||||
Face Value | $ 138,000 | $ 81,207 | $ 138,000 | ||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 5 years | 8 months | |||
[1] | The above table does not reflect possible payments in connection with uncertain tax benefits of approximately $22.6 million including $20.4 million recorded as a reduction of long-term deferred tax assets and $2.2 million in long-term income taxes payable, as of December 31, 2017. As noted below in Note 16, “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 agreements generally having terms longer than one year. |
Equity Incentive Plans and St66
Equity Incentive Plans and Stock-Based Compensation (Details) | Apr. 24, 2014shares | Apr. 30, 2009shares | Sep. 30, 2017 | Jun. 30, 2012shares | Dec. 31, 2017numeratordenominatorshares | Dec. 31, 2015shares | Apr. 23, 2015shares | Mar. 31, 2006shares |
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 | numerator | 1.5 | |||||||
Denominator in conversion factor used to determine shares available for grant | denominator | 1 | |||||||
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] | ||||||||
Number of shares reserved for issuance under the stock option plan | 35,400,000 | 4,000,000 | 8,400,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 10,000,000 | 6,500,000 | 6,500,000 | 4,000,000 | ||||
Restricted Stock and Stock Units [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Requisite service period (in months) | 2 years 4 months 24 days | 4 years | ||||||
Director [Member] | Restricted Stock and Stock Units [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Requisite service period (in months) | 1 year |
Equity Incentive Plans and St67
Equity Incentive Plans and Stock-Based Compensation (Details 2) - $ / shares | Apr. 23, 2015 | Apr. 24, 2014 | Apr. 30, 2012 | Apr. 30, 2009 | Jun. 30, 2012 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Stock Compensation Plan [Member] | |||||||||||
Stock-Based Compensation | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 10,000,000 | 6,500,000 | 6,500,000 | 4,000,000 | |||||||
Shares available for grant | |||||||||||
Shares available, at the beginning of the year | 7,305,368 | 11,173,545 | 10,724,228 | ||||||||
Stock options granted (in shares) | (558,426) | (500,000) | (362,335) | ||||||||
Stock options forfeited (in shares) | 1,978,042 | 1,081,107 | 1,624,823 | ||||||||
Stock options expired under former plans (in shares) | (412,467) | (657,878) | |||||||||
Nonvested equity stock and stock units granted (in shares) | [2] | (5,007,947) | [1] | (5,316,675) | [3] | (4,537,797) | |||||
Nonvested equity stock and stock units forfeited (in shares) | [2] | 1,334,110 | 1,279,858 | 382,504 | |||||||
Shares available, at the end of the period | 5,051,147 | 7,305,368 | 11,173,545 | ||||||||
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 | 1.5 | 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 | 1.5 | 1.5 | ||||||||
Potential Additional Performance Stock Units [Domain] | |||||||||||
Shares available for grant | |||||||||||
Nonvested equity stock and stock units granted (in shares) | 394,853 | 300,003 | 238,980 | ||||||||
Options | |||||||||||
Shares available for grant | |||||||||||
Stock options granted (in shares) | (558,426) | (500,000) | (362,335) | ||||||||
Stock options forfeited (in shares) | 1,978,042 | 1,081,107 | 1,624,823 | ||||||||
Options granted (in dollars per share) | $ 12.95 | $ 12.29 | $ 11.27 | ||||||||
Expected weighted-average period for recognition of compensation cost (in years) | 2 years 5 months 16 days | ||||||||||
Employee Stock [Member] | |||||||||||
Stock-Based Compensation | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,000,000 | 1,500,000 | 1,500,000 | ||||||||
Shares available for grant | |||||||||||
Shares available, at the end of the period | 836,273 | ||||||||||
Expected weighted-average period for recognition of compensation cost (in years) | 4 months | ||||||||||
[1] | Amount includes 300,003 shares that had been reserved for potential future issuance related to certain performance unit awards discussed under the section titled "Nonvested Equity Stock and Stock Units" below. | ||||||||||
[2] | For purposes of determining the number of shares available for grant under the 2015 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. | ||||||||||
[3] | Amount includes 238,980 shares that had been reserved for potential future issuance related to certain performance unit awards discussed under the section titled "Nonvested Equity Stock and Stock Units" below. |
Equity Incentive Plans and St68
Equity Incentive Plans and Stock-Based Compensation (Details 3) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | Nov. 14, 2017 | |
Aggregate Intrinsic Value | |||||
Share Price | $ 14.56 | ||||
Options | |||||
Number of Shares | |||||
Outstanding, at the beginning of the period (in shares) | 7,008,833 | 8,995,017 | 11,441,646 | ||
Options granted (in shares) | 558,426 | 500,000 | 362,335 | ||
Options exercised (in shares) | (1,278,856) | (1,405,077) | (1,184,141) | ||
Stock options forfeited (in shares) | (1,978,042) | (1,081,107) | (1,624,823) | ||
Outstanding, at the end of the period (in shares) | 4,310,361 | 7,008,833 | 8,995,017 | ||
Vested or expected to vest at the end of the period (in shares) | 4,250,520 | ||||
Options exercisable at the end of the period (in shares) | 3,428,595 | ||||
Weighted Average Exercise Price | |||||
Outstanding at the beginning of the year (in dollars per shares) | $ 9.34 | $ 10.01 | $ 10.73 | ||
Options granted (in dollars per share) | 12.95 | 12.29 | 11.27 | ||
Options exercised (in dollars per share) | 7.34 | 7.27 | 7.42 | ||
Options forfeited (in dollars per share) | 10.68 | 18.98 | 17.22 | ||
Outstanding at the end of the period (in dollars per shares) | 9.78 | $ 9.34 | $ 10.01 | ||
Vested or expected to vest at the end of the period (in dollars per share) | 9.74 | ||||
Options exercisable at the end of the period (in dollars per share) | $ 9.11 | ||||
Weighted Average Remaining Contractual Term (in years) | |||||
Outstanding (in years) | 5 years 6 months 4 days | ||||
Vested or expected to vest (in years) | 5 years 5 months 16 days | ||||
Options exercisable (in years) | 4 years 9 months | ||||
Aggregate Intrinsic Value | |||||
Outstanding | $ 20,967 | ||||
Vested or expected to vest | 20,876 | ||||
Options exercisable | $ 19,331 | ||||
Share Price | $ 14.22 | ||||
Total number of in-the-money outstanding (in shares) | 3,833,131 | ||||
Total number of in-the-money exercisable (in shares) | 3,020,652 | ||||
Stock Options with Market Condition | |||||
Number of Shares | |||||
Outstanding, at the beginning of the period (in shares) | 1,135,000 | ||||
Options granted (in shares) | 1,795,000 | ||||
Outstanding, at the end of the period (in shares) | 0 | 1,135,000 |
Equity Incentive Plans and St69
Equity Incentive Plans and Stock-Based Compensation (Details 4) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Exercise price range 1 | |
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) | shares | 75,665 |
Weighted Average Remaining Contractual Life (in years) | 4 years 8 months 8 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.60 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 75,665 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.60 |
Exercise price range 2 | |
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) | shares | 447,780 |
Weighted Average Remaining Contractual Life (in years) | 5 years 29 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.46 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 447,780 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.46 |
Exercise price range 3 | |
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) | $ 5.63 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 237,068 |
Weighted Average Remaining Contractual Life (in years) | 2 years 5 months 5 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.63 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 237,068 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.63 |
Exercise price range 4 | |
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) | shares | 596,669 |
Weighted Average Remaining Contractual Life (in years) | 4 years 6 months |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.76 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 596,669 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.76 |
Exercise price range 5 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | 6.83 |
Exercise price range, high end of range (in dollars per share) | $ 8.73 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 407,628 |
Weighted Average Remaining Contractual Life (in years) | 3 years 3 months 14 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 7.77 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 407,628 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 7.77 |
Exercise price range 6 | |
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) | shares | 674,798 |
Weighted Average Remaining Contractual Life (in years) | 6 years 22 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 8.76 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 635,447 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 8.76 |
Exercise price range 7 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | 9.18 |
Exercise price range, high end of range (in dollars per share) | $ 11.92 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 433,979 |
Weighted Average Remaining Contractual Life (in years) | 6 years 5 months 12 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 11.21 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 323,859 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 11.17 |
Exercise price range 8 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | 11.93 |
Exercise price range, high end of range (in dollars per share) | $ 12.31 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 498,356 |
Weighted Average Remaining Contractual Life (in years) | 8 years 1 month 10 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 12.26 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 201,321 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 12.28 |
Exercise price range 9 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | 12.33 |
Exercise price range, high end of range (in dollars per share) | $ 12.33 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 1,478 |
Weighted Average Remaining Contractual Life (in years) | 1 month 17 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 12.33 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 1,478 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 12.33 |
Exercise price range 10 | |
Exercise price range | |
Exercise price range, low end of range (in dollars per share) | 12.80 |
Exercise price range, high end of range (in dollars per share) | $ 23.60 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 936,940 |
Weighted Average Remaining Contractual Life (in years) | 5 years 11 months 12 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 15.50 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 501,680 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 17.60 |
Exercise price range 11 | |
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) | $ 23.60 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 4,310,361 |
Weighted Average Remaining Contractual Life (in years) | 5 years 6 months 4 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 9.78 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 3,428,595 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 9.11 |
Equity Incentive Plans and St70
Equity Incentive Plans and Stock-Based Compensation (Details 5) | Apr. 23, 2015shares | Apr. 24, 2014shares | Sep. 27, 2013shares | Apr. 30, 2012shares | Apr. 30, 2009shares | Sep. 30, 2017 | Jun. 30, 2012shares | Dec. 31, 2017USD ($)plan$ / sharesshares | Dec. 31, 2016USD ($)plan$ / sharesshares | Dec. 31, 2015USD ($)plan$ / sharesshares | Dec. 31, 2012shares | Dec. 31, 2014shares | Mar. 31, 2006shares |
Stock-Based Compensation | |||||||||||||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ | $ 1,300,000 | ||||||||||||
Employee Stock [Member] | |||||||||||||
Stock-Based Compensation | |||||||||||||
Number of employee stock purchase plans | plan | 1 | 2 | 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 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 | 2,000,000 | 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 | 615,370 | 548,357 | 544,391 | ||||||||||
Weighted average price per share of shares issued (in dollars per share) | $ / shares | $ 10.47 | $ 9.34 | $ 9.36 | ||||||||||
Shares available for issuance | 836,273 | ||||||||||||
Stock-based compensation | $ | $ 1,700,000 | $ 1,600,000 | $ 1,600,000 | ||||||||||
Unrecognized compensation cost net of expected forfeitures | $ | $ 700,000 | ||||||||||||
Expected weighted-average period for recognition of compensation cost (in years) | 4 months | ||||||||||||
Valuation assumptions | |||||||||||||
Expected stock price volatility rate minimum (as a percent) | 25.00% | 31.00% | 34.00% | ||||||||||
Expected stock price volatility rate maximum (as a percent) | 27.00% | 33.00% | 42.00% | ||||||||||
Risk free interest rate minimum (as a percent) | 0.98% | 0.41% | 0.10% | ||||||||||
Risk free interest rate maximum (as a percent) | 1.30% | 0.50% | 0.30% | ||||||||||
Expected term (in years) | 6 months | 6 months | 6 months | ||||||||||
Weighted-average fair value of purchase rights granted under the purchase plan (in dollars per share) | $ / shares | $ 3.07 | $ 2.88 | $ 3.06 | ||||||||||
Weighted-Average Grant-Date Fair Value | |||||||||||||
Granted (in dollars per share) | $ / shares | $ 3.07 | $ 2.88 | $ 3.06 | ||||||||||
Stock Compensation Plan [Member] | |||||||||||||
Stock-Based Compensation | |||||||||||||
Number of shares reserved under the purchase plan | 4,000,000 | 35,400,000 | 8,400,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 10,000,000 | 6,500,000 | 6,500,000 | 4,000,000 | |||||||||
Shares available for issuance | 5,051,147 | 7,305,368 | 11,173,545 | 10,724,228 | |||||||||
Options granted (in shares) | 558,426 | 500,000 | 362,335 | ||||||||||
Valuation assumptions | |||||||||||||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | ||||||||||
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments, Other than Options Grants in Period Decrease in Available for Grant for Every Grant | 1.5 | 1.5 | 1.5 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments, Other than Options, Forfeited in Period Increase in Available for Grant for Every Forfeiture | 1.5 | 1.5 | 1.5 | ||||||||||
Options | |||||||||||||
Stock-Based Compensation | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 41.00% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.20% | ||||||||||||
Options granted (in shares) | 558,426 | 500,000 | 362,335 | ||||||||||
Estimated total grant date fair value | $ | $ 2,300,000 | $ 2,300,000 | $ 1,700,000 | ||||||||||
Stock-based compensation | $ | 2,800,000 | 4,100,000 | 7,200,000 | ||||||||||
Unrecognized compensation cost net of expected forfeitures | $ | $ 3,400,000 | ||||||||||||
Expected weighted-average period for recognition of compensation cost (in years) | 2 years 5 months 16 days | ||||||||||||
Total fair value of options vested | $ | $ 17,300,000 | 28,400,000 | 41,400,000 | ||||||||||
Total intrinsic value of options exercised | $ | 7,500,000 | 8,000,000 | 6,800,000 | ||||||||||
Proceeds from Stock Options Exercised | $ | $ 9,400,000 | $ 10,200,000 | $ 8,800,000 | ||||||||||
Valuation assumptions | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,310,361 | 7,008,833 | 8,995,017 | 11,441,646 | |||||||||
Expected stock price volatility rate minimum (as a percent) | 24.00% | 34.00% | |||||||||||
Expected stock price volatility rate maximum (as a percent) | 32.00% | 36.00% | |||||||||||
Risk free interest rate minimum (as a percent) | 1.80% | 1.30% | |||||||||||
Risk free interest rate maximum (as a percent) | 2.00% | 1.70% | |||||||||||
Expected term (in years) | 5 years 11 months 19 days | ||||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 4.09 | $ 4.59 | $ 4.59 | ||||||||||
Restricted Stock and Stock Units [Member] | |||||||||||||
Stock-Based Compensation | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 2 years 4 months 24 days | 4 years | |||||||||||
Stock-based compensation | $ | $ 22,900,000 | $ 15,300,000 | $ 6,300,000 | ||||||||||
Unrecognized compensation cost net of expected forfeitures | $ | $ 44,500,000 | ||||||||||||
Expected weighted-average period for recognition of compensation cost (in years) | 2 years 4 months 2 days | ||||||||||||
Total fair value of nonvested equity stock units at grant date | $ | $ 40,000,000 | $ 42,900,000 | $ 33,300,000 | ||||||||||
Valuation assumptions | |||||||||||||
Weighted-average fair value of purchase rights granted under the purchase plan (in dollars per share) | $ / shares | $ 13.02 | $ 12.84 | $ 11.62 | ||||||||||
Nonvested equity stock and stock units | |||||||||||||
Nonvested at the beginning of the period (in shares) | 4,863,056 | 3,008,118 | 673,864 | ||||||||||
Granted (in shares) | 3,075,396 | 3,344,448 | 2,865,878 | ||||||||||
Vested (in shares) | (1,216,476) | (789,864) | (276,622) | ||||||||||
Forfeited (in shares) | (860,627) | (699,646) | (255,002) | ||||||||||
Nonvested at the end of the period (in shares) | 5,861,349 | 4,863,056 | 3,008,118 | ||||||||||
Weighted-Average Grant-Date Fair Value | |||||||||||||
Nonvested at the beginning of the period (in dollars per share) | $ / shares | $ 12.33 | $ 11.32 | $ 9.23 | ||||||||||
Granted (in dollars per share) | $ / shares | 13.02 | 12.84 | 11.62 | ||||||||||
Vested (in dollars per share) | $ / shares | 12.15 | 10.98 | 9.94 | ||||||||||
Forfeited (in dollars per share) | $ / shares | 12.61 | 11.94 | 10.64 | ||||||||||
Nonvested at the end of the period (in dollars per share) | $ / shares | $ 12.68 | $ 12.33 | $ 11.32 | ||||||||||
Performance Stock Units [Member] | |||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation | $ | $ 4,400,000 | $ 2,800,000 | $ 1,100,000 | ||||||||||
Minimum | |||||||||||||
Stock-Based Compensation | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.00% | ||||||||||||
Minimum | Options | |||||||||||||
Valuation assumptions | |||||||||||||
Expected term (in years) | 5 years 3 months 18 days | 5 years 4 months 24 days | |||||||||||
Maximum | |||||||||||||
Stock-Based Compensation | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 150.00% | ||||||||||||
Maximum | Options | |||||||||||||
Valuation assumptions | |||||||||||||
Expected term (in years) | 5 years 4 months 24 days | 6 years 1 month 6 days | |||||||||||
Option One | |||||||||||||
Stock-Based Compensation | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 60 months | ||||||||||||
Option Two | |||||||||||||
Stock-Based Compensation | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite 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 | 0 | 1,135,000 | |||||||||||
Chief Executive Officer [Member] | Performance Stock Units [Member] | |||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation | $ | $ 500,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2015 | Jan. 21, 2015 | |
Class of Stock [Line Items] | ||||||
Stock Repurchased and Retired During Period, Value | $ (40,000) | $ (36,557) | $ (80,000) | |||
Number of shares authorized to be repurchased under the plan | 20,000,000 | |||||
UpfrontPaymentUnderAcceleratedStockRepurchaseProgram | $ 50,000 | $ 100,000 | ||||
Stock Repurchased and Retired During Period, Shares | (830,000) | (3,187,000) | (736,000) | (7,812,000) | ||
UnsettledForwardContractIndexedtoIssuersStockClassifiedwithinStock | $ 10,000 | $ 20,000 | ||||
Remaining shares authorized to be repurchased | 7,400,000 | 7,400,000 |
Benefit Plans (Details)
Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [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% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 6.00% | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 2.3 | $ 2 | $ 2.1 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 0 | $ 0 | $ 3,576 |
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 0 | 0 | 3,576 |
2015 Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Company estimate of the aggregate restructuring cost | 3,000 | ||
Restructuring charges | 3,576 | ||
noncashrestructuringexpectedcost | $ 1,000 | ||
Restructuring and Related Cost, Positions Eliminated [Abstract] | |||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 8.00% | ||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | (1,228) | $ 0 |
Restructuring charges | 3,576 | ||
Payments for Restructuring | (1,228) | (1,765) | |
Restructuring Reserve, Settled without Cash | (583) | ||
Ending balance | 0 | (1,228) | |
2015 Plan [Member] | Employee Severance [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 2,993 | ||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | (1,228) | 0 |
Restructuring charges | 2,993 | ||
Payments for Restructuring | (1,228) | (1,765) | |
Restructuring Reserve, Settled without Cash | 0 | ||
Ending balance | 0 | (1,228) | |
2015 Plan [Member] | Restructuring Charges [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 0 | 0 | 0 |
Restructuring Costs and Asset Impairment Charges | 583 | ||
Payments for Restructuring | 0 | 0 | |
Restructuring Reserve, Settled without Cash | (583) | ||
Ending balance | $ 0 | 0 | |
2015 Plan [Member] | MID | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,400 | ||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 1,400 | ||
2015 Plan [Member] | Other | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,200 | ||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 1,200 | ||
2015 Plan [Member] | Corporate | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 900 | ||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 900 | ||
2015 Plan [Member] | RSD | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 100 | ||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | $ 100 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation Allowance [Line Items] | ||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 21,527 | |||
Income before taxes | ||||
Domestic | $ 46,031 | $ 38,211 | $ 58,498 | |
Foreign | (5,042) | (15,574) | 1,733 | |
Income before income taxes | 40,989 | 22,637 | 60,231 | |
Federal: | ||||
Current | 20,661 | 22,115 | 20,497 | |
Deferred | 43,678 | (2,198) | (170,798) | |
State: | ||||
Current | 495 | 884 | 609 | |
Deferred | (43) | (271) | (1,933) | |
Foreign: | ||||
Current | 1,101 | 1,275 | 443 | |
Deferred | (2,041) | (5,988) | 25 | |
Provision for (benefit from) income taxes | $ 63,851 | $ 15,817 | $ (151,157) | |
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) | 0.70% | 1.80% | (1.50%) | |
Withholding tax (as a percent) | 50.10% | 97.00% | 34.10% | |
Foreign rate differential (as a percent) | 2.80% | 4.10% | 0.40% | |
Research and development ("R&D") credit (as a percent) | (3.90%) | (8.30%) | (2.30%) | |
Executive compensation (as a percent) | 1.80% | 1.50% | 0.50% | |
Non-deductible stock-based compensation (as a percent) | 14.90% | 34.80% | 5.30% | |
Foreign tax credit (as a percent) | (50.10%) | (97.00%) | (34.10%) | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 50.60% | 0.00% | 0.00% | |
Other (as a percent) | 1.40% | 1.00% | (0.60%) | |
Valuation allowance (as a percent) | 52.50% | 0.00% | (287.80%) | |
Effective tax rate (as a percent) | 155.80% | 69.90% | (251.00%) | |
Components of net deferred tax assets | ||||
Depreciation and amortization | 10,840 | $ 10,840 | $ 22,348 | |
Other liabilities and reserves | 8,766 | 8,766 | 12,268 | |
Deferred equity compensation | 7,979 | 7,979 | 17,426 | |
Net operating loss carryovers | 16,335 | 16,335 | 11,439 | |
Tax credits | 157,051 | 157,051 | 120,660 | |
Total gross deferred tax assets | 200,971 | 200,971 | 184,141 | |
Convertible debt | (791) | (791) | (3,870) | |
Total net deferred tax assets | 200,180 | 200,180 | 180,271 | |
Valuation allowance | (50,911) | (50,911) | (23,529) | |
Net deferred tax assets | 149,269 | 149,269 | 156,742 | |
Net deferred tax assets reported as: | ||||
Non-current deferred tax assets | 159,099 | 159,099 | 168,342 | |
Non-current deferred tax liabilities | (9,830) | (9,830) | (11,600) | |
Net deferred tax assets | $ 149,269 | $ 149,269 | $ 156,742 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Income Tax Expense (Benefit) | $ 63,851 | $ 15,817 | $ (151,157) | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | ||
Changes in Valuation and Qualifying Accounts | |||||
Charges Utilized | $ (21,527) | ||||
Tax Valuation Allowance | |||||
Changes in Valuation and Qualifying Accounts | |||||
Balance at Beginning of Period | $ 50,911 | $ 23,529 | $ 20,717 | $ 193,874 | |
Charged (Credited) to Operations | 0 | 0 | 0 | ||
Charged to Other Account | 5,855 | 2,812 | 1,299 | ||
Charges Utilized | 0 | 0 | (174,456) | ||
Balance at End of Period | $ 50,911 | 50,911 | $ 23,529 | $ 20,717 | |
2017 U.S.Tax Reform Member [Member] | |||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 20,700 | ||||
Scenario, Forecast [Member] | |||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Tax credit and operating loss carryforwards | ||||
Unrecognized tax benefits, reduction of long-term deferred tax assets, before federal tax benefit | $ 20,400 | $ 19,700 | ||
Unrecognized tax benefits included in long-term income taxes payable | 2,200 | 2,200 | ||
Portion of unrecognized tax benefits, which if recognized, would be recorded as an income tax benefit | 2,200 | 2,200 | ||
Amount of potential unrecognized tax benefit | 200 | |||
Reconciliation of the beginning and ending amounts of unrecognized income tax benefits | ||||
Balance at the beginning of the period | $ 22,652 | 21,925 | 20,836 | $ 19,903 |
Tax positions related to current year: | ||||
Additions | 1,083 | 1,225 | 1,186 | |
Tax positions related to prior years: | ||||
Additions | 16 | 256 | 0 | |
Reductions | (372) | (171) | (35) | |
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | 0 | (221) | (218) | |
Balance at the end of the period | 22,652 | $ 21,925 | $ 20,836 | |
Undistributed earnings | $ 11,500 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | |
Alternative Minimum Tax Credits | ||||
Tax credit and operating loss carryforwards | ||||
Tax credit carryforwards | $ 2,500 | |||
Foreign Tax Credit | ||||
Tax credit and operating loss carryforwards | ||||
Tax credit carryforwards | 116,500 | |||
2017 U.S.Tax Reform Member [Member] | ||||
Tax positions related to prior years: | ||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | 20,700 | |||
Federal | Research and Development as label | ||||
Tax credit and operating loss carryforwards | ||||
Tax credit carryforwards | 38,000 | |||
Federal | Foreign Tax Credit | ||||
Tax credit and operating loss carryforwards | ||||
Tax Credit Carryforward, Subject To Expiration, Amount | 54,900 | |||
State and Local Jurisdiction [Member] | ||||
Tax credit and operating loss carryforwards | ||||
Operating Loss Carryforwards | 125,000 | |||
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member] | ||||
Tax credit and operating loss carryforwards | ||||
Operating Loss Carryforwards | 195,400 | |||
Operating Loss Carryforwards, Expired | 67,100 | |||
Operating Loss Carryforwards, Expiring in the Future | 21,500 | |||
State and Local Jurisdiction [Member] | Research and Development as label | ||||
Tax credit and operating loss carryforwards | ||||
Tax credit carryforwards | $ 27,000 | |||
Scenario, Forecast [Member] | ||||
Tax positions related to prior years: | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) $ in Millions | Aug. 05, 2016 | Aug. 04, 2016 | Jan. 25, 2016 | Mar. 31, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||
Business acquisition transaction costs | $ 3.4 | ||||
Smart Card Software Limited | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | $ 92.6 | $ 104.7 | |||
Escrow deposit for indemnification obligations and other contractual provisions | $ 17.1 | ||||
Escrow deposit release term | 18 months | ||||
Business acquisition transaction costs | 2 | ||||
Smart Card Software Limited | Scenario, Previously Reported [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | 12.1 | ||||
Cash consideration | 11.6 | ||||
Working capital consideration | 4 | ||||
Liabilities assumed | $ 3.5 | ||||
Inphi Memory Interconnect Business [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | $ 90 | ||||
Escrow deposit for indemnification obligations and other contractual provisions | $ 11.3 | ||||
Escrow deposit release term | 12 months | ||||
Business acquisition transaction costs | 0.7 | ||||
Snowbush [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | $ 32 | ||||
Business acquisition transaction costs | $ 0.7 |
Acquisition (Allocation of Cons
Acquisition (Allocation of Consideration) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 05, 2016 | Aug. 04, 2016 | Jan. 25, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 209,661 | $ 204,794 | $ 116,899 | |||
Smart Card Software Limited | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 12,056 | |||||
Accounts receivable | 6,563 | |||||
Property and equipment | 524 | |||||
Other tangible assets | 1,462 | |||||
Identified intangible assets | 59,700 | |||||
Goodwill | 46,903 | |||||
Accounts payable and accrued liabilities | (5,996) | |||||
Deferred income taxes | (15,556) | |||||
Deferred revenue | (1,313) | |||||
Total | $ 104,343 | |||||
Inphi Memory Interconnect Business [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Inventory | $ 6,300 | |||||
Property and equipment | 4,543 | |||||
Other tangible assets | 206 | |||||
Identified intangible assets | 50,222 | |||||
Goodwill | 32,723 | |||||
Accounts payable and accrued liabilities | (3,527) | |||||
Deferred revenue | (467) | |||||
Total | $ 90,000 | |||||
Snowbush [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Property and equipment | $ 911 | |||||
Identified intangible assets | 25,189 | |||||
Goodwill | 14,015 | |||||
Deferred revenue | (1,270) | |||||
Total | $ 38,845 |
Acquisition (Identified Intangi
Acquisition (Identified Intangible Assets) (Details) - USD ($) $ in Thousands | Aug. 05, 2016 | Aug. 04, 2016 | Jan. 25, 2016 | Dec. 31, 2017 |
Inphi Memory Interconnect Business [Member] | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 50,222 | |||
Inphi Memory Interconnect Business [Member] | Existing technology | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 44,900 | |||
Estimated Weighted Average Useful Life | 5 years | |||
Inphi Memory Interconnect Business [Member] | In Process Research and Development [Member] | ||||
Business Acquisition [Line Items] | ||||
ResearchAndDevelopmentEstimatedTimeToCompletion | 3 years | |||
Indefinite-lived Intangible Assets Acquired | $ 1,600 | |||
Inphi Memory Interconnect Business [Member] | Customer contracts and contractual relationships | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 3,722 | |||
Estimated Weighted Average Useful Life | 6 years | |||
Smart Card Software Limited | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 59,700 | |||
Smart Card Software Limited | Favorable Contracts [Member] | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 8,300 | |||
Estimated Weighted Average Useful Life | 5 years | |||
Smart Card Software Limited | Existing technology | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 24,600 | |||
Estimated Weighted Average Useful Life | 6 years | |||
Smart Card Software Limited | Customer contracts and contractual relationships | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 35,100 | |||
Estimated Weighted Average Useful Life | 6 years | |||
Snowbush [Member] | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 25,189 | |||
Snowbush [Member] | Existing technology | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 2,600 | |||
Estimated Weighted Average Useful Life | 5 years | |||
Snowbush [Member] | In Process Research and Development [Member] | ||||
Business Acquisition [Line Items] | ||||
Indefinite-lived Intangible Assets Acquired | $ 21,800 | |||
Snowbush [Member] | Customer contracts and contractual relationships | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 789 | |||
Estimated Weighted Average Useful Life | 2 years | |||
Minimum | Inphi Memory Interconnect Business [Member] | In Process Research and Development [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated Weighted Average Useful Life | 5 years | |||
Minimum | Snowbush [Member] | In Process Research and Development [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated Weighted Average Useful Life | 4 years | |||
Maximum | Inphi Memory Interconnect Business [Member] | In Process Research and Development [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated Weighted Average Useful Life | 7 years | |||
Maximum | Snowbush [Member] | In Process Research and Development [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated Weighted Average Useful Life | 6 years |
Acquisition Business Acquisitio
Acquisition Business Acquisition, Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 364,443 | $ 374,036 |
Business Acquisition, Pro Forma Net Income (Loss) | $ 5,727 | $ 188,852 |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 0.05 | $ 1.61 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] $ in Thousands | 1 Months Ended |
Jan. 30, 2018USD ($) | |
Subsequent Event [Line Items] | |
Restructuring and Related Cost, Expected Number of Positions Eliminated | 50 |
Expected gain from imputed financing obligation of exited facility | $ 5,000 |
Minimum | |
Subsequent Event [Line Items] | |
Restructuring and Related Cost, Expected Cost | 2,000 |
Maximum | |
Subsequent Event [Line Items] | |
Restructuring and Related Cost, Expected Cost | $ 5,000 |
CONSOLIDATED SUPPLEMENTARY FI82
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | |||||||||||
Total revenue | $ 101,891 | $ 99,134 | $ 94,720 | $ 97,351 | $ 97,559 | $ 89,855 | $ 76,501 | $ 72,682 | $ 393,096 | $ 336,597 | $ 296,278 |
Operating costs and expenses: | |||||||||||
Total operating costs and expenses | 86,172 | 82,124 | 86,476 | 83,917 | 97,035 | 78,039 | 64,493 | 63,388 | 338,689 | 302,955 | 224,858 |
Operating income (loss) | 15,719 | 17,010 | 8,244 | 13,434 | 524 | 11,816 | 12,008 | 9,294 | 54,407 | 33,642 | 71,420 |
Net Income (loss) | $ (36,168) | $ 7,695 | $ 2,605 | $ 3,006 | $ (3,445) | $ 4,511 | $ 3,876 | $ 1,878 | $ (22,862) | $ 6,820 | $ 211,388 |
Net income (loss) per share: | |||||||||||
Net income (loss) per share - basic (in dollars per share) | $ (0.33) | $ 0.07 | $ 0.02 | $ 0.03 | $ (0.03) | $ 0.04 | $ 0.04 | $ 0.02 | $ (0.21) | $ 0.06 | $ 1.84 |
Net income (loss) per share - diluted (in dollars per share) | $ (0.33) | $ 0.07 | $ 0.02 | $ 0.03 | $ (0.03) | $ 0.04 | $ 0.03 | $ 0.02 | $ (0.21) | $ 0.06 | $ 1.80 |
Shares used in per share calculations: | |||||||||||
Basic (in shares) | 109,737 | 109,555 | 110,060 | 111,464 | 110,788 | 110,214 | 109,904 | 109,733 | 110,198 | 110,162 | 114,814 |
Diluted (in shares) | 109,737 | 113,119 | 112,565 | 115,325 | 110,788 | 113,723 | 112,061 | 112,252 | 110,198 | 113,140 | 117,484 |