Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 29, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | MoSys, Inc. | ||
Entity Central Index Key | 890,394 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 26,262,573 | ||
Entity Common Stock, Shares Outstanding | 6,638,120 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 8,766 | $ 5,640 |
Short-term investments | 1,002 | 14,598 |
Accounts receivable, net | 559 | 729 |
Inventories | 1,451 | 1,597 |
Prepaid expenses and other | 473 | 701 |
Total current assets | 12,251 | 23,265 |
Property and equipment, net | 1,274 | 1,630 |
Goodwill | 13,276 | 23,134 |
Intangible assets, net | 223 | 334 |
Other | 121 | 329 |
Total assets | 27,145 | 48,692 |
Current liabilities | ||
Accounts payable | 561 | 940 |
Accrued expenses and other | 2,773 | 2,664 |
Total current liabilities | 3,334 | 3,604 |
Long-term liabilites | 233 | 247 |
Convertible notes payable | 8,250 | |
Total liabilities | 11,817 | 3,851 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value; 20,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 120,000 shares authorized; 6,630 shares and 6,549 shares issued and outstanding at December 31, 2016 and December 31, 2015 respectively | 7 | 7 |
Additional paid-in capital | 229,341 | 226,822 |
Accumulated other comprehensive loss | (16) | |
Accumulated deficit | (214,020) | (181,972) |
Total stockholders' equity | 15,328 | 44,841 |
Total liabilities and stockholders' equity | $ 27,145 | $ 48,692 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 10, 2010 |
CONSOLIDATED BALANCE SHEETS | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000 | 20,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 120,000 | 120,000 | |
Common stock, shares issued | 6,630 | 6,549 | |
Common stock, shares outstanding | 6,630 | 6,549 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net revenue | |||
Product | $ 4,604 | $ 2,400 | $ 2,280 |
Royalty and other | 1,420 | 1,990 | 3,100 |
Total net revenue | 6,024 | 4,390 | 5,380 |
Cost of net revenue | 3,075 | 2,474 | 2,318 |
Gross profit | 2,949 | 1,916 | 3,062 |
Operating expenses | |||
Research and development | 18,086 | 27,108 | 29,261 |
Selling, general and administrative | 5,693 | 6,299 | 6,519 |
Impairment of goodwill | 9,858 | ||
Restructuring charges | 676 | ||
Total operating expenses | 34,313 | 33,407 | 35,780 |
Loss from operations | (31,364) | (31,491) | (32,718) |
Interest expense | 687 | ||
Other income, net | 48 | 94 | 143 |
Loss before income taxes | (32,003) | (31,397) | (32,575) |
Income tax provision | 45 | 86 | 107 |
Net loss | (32,048) | (31,483) | (32,682) |
Other comprehensive income (loss), net of tax: | |||
Net unrealized gains (losses) on available-for-sale securities | 16 | (6) | (23) |
Comprehensive loss | $ (32,032) | $ (31,489) | $ (32,705) |
Net loss per share | |||
Basic and diluted (in dollars per share) | $ (4.86) | $ (5.04) | $ (6.60) |
Shares used in computing net loss per share | |||
Basic and diluted (in shares) | 6,601 | 6,249 | 4,952 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at Dec. 31, 2013 | $ 5 | $ 193,207 | $ 13 | $ (117,807) | $ 75,418 |
Balance (in shares) at Dec. 31, 2013 | 4,889 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock for exercise of options, employee stock purchase plan and release of awards | 2,236 | 2,236 | |||
Issuance of common stock for exercise of options, employee stock purchase plan and release of awards (in shares) | 90 | ||||
Stock-based compensation | 4,591 | 4,591 | |||
Change in unrealized gain (loss) on available-for-sale investments | (23) | (23) | |||
Net loss | (32,682) | (32,682) | |||
Balance at Dec. 31, 2014 | $ 5 | 200,034 | (10) | (150,489) | 49,540 |
Balance (in shares) at Dec. 31, 2014 | 4,979 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock for exercise of options, employee stock purchase plan and release of awards | 1,772 | 1,772 | |||
Issuance of common stock for exercise of options, employee stock purchase plan and release of awards (in shares) | 133 | ||||
Issuance of common stock, net of costs of $1,632 | $ 2 | 21,366 | 21,368 | ||
Issuance of common stock, net of costs (in shares) | 1,437 | ||||
Stock-based compensation | 3,650 | 3,650 | |||
Change in unrealized gain (loss) on available-for-sale investments | (6) | (6) | |||
Net loss | (31,483) | (31,483) | |||
Balance at Dec. 31, 2015 | $ 7 | 226,822 | (16) | (181,972) | $ 44,841 |
Balance (in shares) at Dec. 31, 2015 | 6,549 | 6,549 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock for exercise of options, employee stock purchase plan and release of awards | 364 | $ 364 | |||
Issuance of common stock for exercise of options, employee stock purchase plan and release of awards (in shares) | 81 | ||||
Stock-based compensation | 2,155 | 2,155 | |||
Change in unrealized gain (loss) on available-for-sale investments | $ 16 | 16 | |||
Net loss | (32,048) | (32,048) | |||
Balance at Dec. 31, 2016 | $ 7 | $ 229,341 | $ (214,020) | $ 15,328 | |
Balance (in shares) at Dec. 31, 2016 | 6,630 | 6,630 |
CONSOLIDATED STATEMENTS OF STO6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |
Issuance of common stock, costs | $ 1,632 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (32,048) | $ (31,483) | $ (32,682) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 998 | 607 | 449 |
Stock-based compensation | 2,155 | 3,650 | 4,591 |
Amortization of intangible assets | 111 | 321 | 1,000 |
Impairment of goodwill | 9,858 | ||
Amortization of debt issuance costs | 37 | ||
Accrued interest | 650 | ||
Loss on disposal of assets | 4 | ||
Changes in assets and liabilities: | |||
Accounts receivable | 170 | (552) | (29) |
Inventories | 146 | (716) | (314) |
Prepaid expenses and other assets | 459 | 104 | 405 |
Accounts payable | (419) | 261 | (23) |
Accrued expenses and other liabilities | (64) | 334 | 296 |
Net cash used in operating activities | (17,943) | (27,474) | (26,307) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (646) | (1,202) | (596) |
Proceeds from sales and maturities of marketable securities | 50,486 | 44,953 | 39,270 |
Purchases of marketable securities | (36,874) | (36,873) | (15,859) |
Net cash provided by investing activities | 12,966 | 6,878 | 22,815 |
Cash flows from financing activities: | |||
Proceeds from the sale of common stock, net of issuance costs | 21,368 | ||
Net proceeds from issuance of common stock | 364 | 1,772 | 2,238 |
Proceeds from the issuance of notes payable, net of issuance costs | 7,877 | ||
Payments on capital lease obligations | (138) | (14) | |
Net cash provided by financing activities | 8,103 | 23,126 | 2,238 |
Net increase (decrease) in cash and cash equivalents | 3,126 | 2,530 | (1,254) |
Cash and cash equivalents at beginning of period | 5,640 | 3,110 | 4,364 |
Cash and cash equivalents at end of period | 8,766 | 5,640 | 3,110 |
Supplemental disclosure: | |||
Issuance of convertible notes in settlement of accrued interest | 336 | ||
Cash paid for income taxes | $ 21 | $ 56 | $ 111 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
The Company and Summary of Significant Accounting Policies | |
The Company and Summary of Significant Accounting Policies | MOSYS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1: The Company and Summary of Significant Accounting Policies The Company MoSys, Inc. (the Company) was incorporated in California in September 1991, and reincorporated in September 2000 in Delaware. The Company’s strategy and primary business objective is to be an IP-rich fabless semiconductor company focused on the development and sale of integrated circuit (IC) products. Prior to 2011, the Company’s primary business activities were designing, developing, marketing and licensing high-performance semiconductor memory and high-speed parallel and serial interface, or SerDes, intellectual property (IP) used by the semiconductor industry and communications, networking and storage equipment manufacturers. Since 2011, the Company has developed two IC product lines under the “Bandwidth Engine” and “LineSpeed” product names. Bandwidth Engine ICs combine the Company’s proprietary high-density embedded memory with its high-speed 10 gigabits per second and higher interface technology. The LineSpeed IC product line is comprised of non-memory based, high-speed SerDes devices with gearbox or retimer functionality that convert lanes of data received on line cards or by optical modules into different configurations and/or ensure signal integrity. Both product lines are being marketed to networking and communications systems companies. The Company’s future success and ability to achieve and maintain profitability depends on its success in developing a market for its ICs. The accompanying consolidated financial statements of the Company have been prepared on a basis that assumes that the Company will continue as a going concern and contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Liquidity In December 2016, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standard Update (ASU) No. 2014-15 (ASU 2014-15), Going Concern. ASU 2014-15 requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. If management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management must consider if there are plans that are probable to be implemented, and whether it is probable that the plans will mitigate the conditions or events raising the substantial doubt about the entity’s ability to continue as a going concern. If the substantial doubt is not alleviated after consideration of management’s plans, the entity must include a statement in the notes to the financial statements indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued including: 1) the principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, 2) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, and 3) management’s plans to attempt to mitigate the conditions or events causing the substantial doubt about the entity’s ability to continue as a going concern. The Company incurred net losses of approximately $32.0 million and $31.5 million for the years ended December 31, 2016 and 2015, respectively, and had an accumulated deficit of approximately $214.0 million as of December 31, 2016. These and prior year losses have resulted in significant negative cash flows for almost a decade and have required the Company to raise substantial amounts of additional capital during this period. To date, the Company has primarily financed its operations through multiple offerings of common stock to investors and affiliates, as well as asset sale transactions. In March 2016, the Company entered into a 10% Senior Secured Convertible Note Purchase Agreement with the purchasers of $8.0 million principal amount of 10% Senior Secured Convertible Notes due August 15, 2018 (the Notes), at par, in a private placement transaction. The Notes bear interest at the annual rate of 10%. Accrued interest is payable semi-annually in cash or in-kind through the issuance of identical new Notes, or with a combination of the two, at the Company’s option. As of February 15, 2017, the Company has made the interest payments in-kind through the issuance of additional notes totaling approximately $0.8 million. Further, the Notes restrict the ability of the Company to incur any indebtedness for borrowed money, unless such indebtedness by its terms is expressly subordinated to the Notes in right of payment and to the security interest of the Note holder(s) in respect to the priority and enforcement of any security interest in property of the Company securing such new debt; provided that the Note holder(s) security interest and cash payment rights under the Notes shall be subordinate to a maximum of $5 million of indebtedness for a secured accounts receivable line of credit facility under certain conditions. (See Note No. 11, Convertible Notes ) The Company expects to continue to incur operating losses for the foreseeable future as it secures customers for and continues to invest in the commercialization of its IC products. Due to the strong commitment of the Company’s resources to research and development and expansion of its product offerings to customers, the Company will need to increase revenues substantially beyond levels that it has attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time. As a result of the Company’s expected operating losses and cash burn for the foreseeable future, recurring losses from operations, and the need to repay the Notes and accrued interest in 2018, if the Company is unable to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year from the date of issuance of these consolidated financial statements. These consolidated financial statements do not include any adjustments that might result from this uncertainty. There can be no assurance that such additional capital, whether in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to the Company. T he Company is exploring various alternatives, and expects to implement cost reductions to successfully sustain the business. If the Company is unsuccessful in these efforts, it will need to implement significant cost reduction strategies that could affect its near- and long-term business plan. These efforts may include, but are not limited to reducing headcount and curtailing business activities, especially around new product development. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year. Reverse Stock Split On February 16, 2017, the Company effected a one-for-10 reverse stock split of its common stock. As a result of the reverse stock split, every ten shares of the Company’s pre-reverse split outstanding common stock was combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stock holders were not affected by the reverse stock split. No fractional shares were issued in connection with the reverse stock split; stockholders who would otherwise hold a fractional share of common stock received cash in an amount equal to the product obtained by multiplying (i) the closing sale price of the Company’s common stock on the effective date of the reverse stock split, by (ii) the number of shares of the Company’s common stock held by the stockholder that would otherwise have been exchanged for the fractional share interest. All stock options and restricted stock units outstanding and common stock reserved for issuance under the Company’s equity incentive plans immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock by 10 and, as applicable, multiplying the exercise price by 10, as a result of the reverse stock split. The common stock par value was adjusted to $0.001 in conjunction with the reverse stock split. All of the share numbers, share prices, and exercise prices have been adjusted, on a retroactive basis to reflect this 1-for-10 reverse stock split. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates. Foreign Currency The functional currency of the Company’s foreign entities is the U.S. dollar. The financial statements of these entities are translated into U.S. dollars and the resulting gains or losses are included in other income, net in the consolidated statements of operations and comprehensive loss. Such gains and losses were not material for any period presented. Cash Equivalents and Investments The Company has invested its excess cash in money market accounts, certificates of deposit, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term and long-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive loss. Realized gains and losses and declines in the value judged to be other-than-temporary are included in the other income, net line item in the consolidated statements of operations and comprehensive loss. The cost of securities sold is based on the specific identification method. Fair Value Measurements The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2—Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities include cash equivalents and available-for-sale securities, which consisted primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. Level 3—Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity. Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100% of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. There was no allowance for doubtful accounts receivable at December 31, 2016 and 2015. Inventory The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or market value. The Company records inventory reserves for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. Once a reserve is established, it is maintained until the product to which it relates is sold or otherwise disposed of. If actual market conditions are less favorable than those expected by management, additional adjustment to inventory valuation may be required. Charges for obsolete and slow moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow moving inventory items. The Company recorded no inventory reserves during the years ended December 31, 2016 and 2014, and inventory reserves of $0.3 million during the year ended December 31, 2015. Property and Equipment Property and equipment are originally recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to five years. Depreciation is recorded in operating expenses in the consolidated statements of operations and comprehensive loss. Leasehold improvements and assets acquired through capital leases are amortized over the shorter of their estimated useful life or the lease term and are recorded with depreciation expense in the consolidated statements of operations and comprehensive loss. Valuation of Long-lived Assets The Company evaluates the recoverability of long-lived assets with finite lives whenever events or changes in circumstances occur that indicate that the carrying value of the asset or asset group may not be recoverable. Finite-lived intangible assets are being amortized on a straight-line basis over their estimated useful lives of three to seven years. An impairment charge is recognized as the difference between the net book value of such assets and the fair value of such assets at the date of measurement. The measurement of impairment requires management to estimate future cash flows and the fair value of long-lived assets. Intangible Assets Intangible assets acquired in business combinations, referred to as purchased intangible assets, are accounted for based on the fair value of assets purchased and are amortized over the period in which economic benefit is estimated to be received. Goodwill The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform the two-step impairment test. If the qualitative assessment warrants further analysis, the Company compares the fair value of the reporting unit to its carrying value. The fair value of the reporting unit is determined using the market approach. If the fair value of the reporting unit exceeds the carrying value of net assets of the reporting unit, goodwill is not impaired, and the Company is not required to perform further testing. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then the Company must record an impairment charge equal to the difference. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to assess impairment in the second step of the analysis, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price continues to experience significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. The Company performed step one of the annual impairment test in September 2016, and concluded no factors indicated impairment of goodwill. During the fourth quarter of 2016, the Company concluded a triggering event had occurred due to a sustained decrease in the price per share of its common stock and related reduced market capitalization. The Company performed the first step of the impairment test to identify potential goodwill impairment, and the test results indicated the goodwill carrying value was greater than its fair value. The Company then performed a step-two analysis to compare the carrying amount of goodwill to the implied fair value of the goodwill, and the Company determined the estimated fair values of the assets and liabilities of its single reporting unit. The fair values of the assets and liabilities identified in the impairment test were determined using the combination of the income approach and the market approach. The implied fair value of goodwill was measured as the excess of the fair value of the Company’s single reporting unit over the fair value of its assets and liabilities. As a result of the step-two test, the Company recorded a non-cash impairment charge of $9.9 million during the fourth quarter of 2016. Revenue Recognition General The Company generates revenue from the sales of IC products and licensing of its IP. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery or performance has occurred, the sales price is fixed or determinable, and collectibility is reasonably assured. Evidence of an arrangement generally consists of signed agreements or customer purchase orders. IC products The Company sells products both directly to customers, as well as through distributors. Revenue from sales directly to customers is generally recognized at the time of shipment. The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. IC product revenue and costs relating to sales made through distributors with rights of return or stock rotation are generally deferred until the distributors sell the product to end customers due to the Company’s inability to estimate future returns and credits to be issued. Distributors are generally able to return up to 10% of their purchases for slow, non-moving or obsolete inventory for credit every six months. At the time of shipment to distributors, an accounts receivable for the selling price is recorded, as there is a legally enforceable right to receive payment, and inventory is relieved, as legal title to the inventory is transferred upon shipment. Revenues are recognized upon receiving notification from the distributors that products have been sold to end customers. Distributors provide information regarding products and quantity, end customer shipments and remaining inventory on hand. The associated deferred margin is included in the accrued expenses and other line item in the consolidated balance sheets. Royalty The Company’s licensing contracts typically also provide for royalties based on the licensees’ use of the Company’s memory technology in their currently shipping commercial products. The Company recognizes royalties in the quarter in which it receives the licensees’ reports. Licensing Licensing revenue consists of fees earned from license agreements, development services and support and maintenance. For stand-alone license agreements or license deliverables in multi-deliverable arrangements that do not require significant development, modification or customization, revenues are recognized when all revenue recognition criteria have been met. Delivery of the licensed technology is typically the final revenue recognition criterion met, at which time revenue is recognized. If any of the criteria are not met, revenue recognition is deferred until such time as all criteria have been met. Support and maintenance revenue is recognized ratably over the period during which the obligation exists, typically 12 months. Licensing revenue was zero for the years ended December 31, 2016 and 2015, and was $155,000 for the year ended December 31, 2014. Cost of Net Revenue Cost of net revenue consists primarily of direct and indirect costs of IC product sales and engineering personnel costs directly related to maintenance and support services specified in licensing agreements. Maintenance and support typically includes engineering support to assist in the commencement of production of a licensee’s products. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were not significant in the years ended December 31, 2016, 2015 and 2014. Research and Development Engineering costs are recorded as research and development expense in the period incurred. Stock-Based Compensation The Company recognizes stock-based compensation for awards on a straight-line basis over the requisite service period, usually the vesting period, based on the grant-date fair value. The Company records stock-based compensation expense for stock options granted to non-employees, excluding non-employee directors, based upon the estimated then-current fair value of the equity instrument using the Black-Scholes pricing model. Assumptions used to value the equity instruments are consistent with equity instruments issued to employees. The Company charges the value of the equity instrument to earnings over the term of the service agreement and the unvested shares underlying the option are subject to periodic revaluation over the remaining vesting period. Per Share Amounts Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of stock options, vesting of stock awards and purchases under the employee stock purchase plan. The following table sets forth securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): December 31, December 31, December 31, 2016 2015 2014 Options outstanding to purchase common stock Employee stock purchase plan Unvested restricted common stock units Convertible debt — — Total Income Taxes The Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Company’s assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company files U.S. federal and state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2006 through 2016 tax years generally remain subject to examination by federal, state and foreign tax authorities. As of December 31, 2016, the Company did not have any unrecognized tax benefits nor expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest related to unrecognized tax benefits in its income tax expense and penalties related to unrecognized tax benefits as other income and expenses. During the years ended December 31, 2016, 2015 and 2014, the Company did not recognize any interest or penalties related to unrecognized tax benefits. Comprehensive Loss Comprehensive loss includes unrealized gains and losses on available-for-sale securities. Realized gains and losses on available-for-sale securities are reclassified from accumulated other comprehensive loss and included in other income, net in the consolidated statements of operations and comprehensive loss. All amounts recorded were not significant in the years ended December 31, 2016, 2015 and 2014. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods and services to customers. In March, April and May 2016, the FASB issued additional updates to the new revenue standard relating to reporting revenue on a gross versus net basis, identifying performance obligations and licensing arrangements, and narrow-scope improvements and practical expedients, respectively. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is permitted for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. ASU 2014-09 provides for one of two methods of transition: retrospective application to each prior period presented; or recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. The Company does not intend to early adopt this standard and plans to use the full retrospective approach to the transition. The Company does not expect that the adoption of ASU 2014-09 will have a material impact on its consolidated financial statements. However, assuming all other revenue recognition criteria have been met, it is likely that ASU 2014-09 would require the Company to recognize revenue and cost relating to distributor sales upon product delivery, subject to estimated allowances for distributor price adjustments and rights of return. In February 2016, the FASB issued ASU No. 2016-02 (ASU 2016-02), Leases . ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability equal to the present value of the lease payments for virtually all leases not classified as short term. Consistent with current U.S. GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily depend on its classification as a finance or operating lease. The ASU also will require disclosures to provide additional qualitative and quantitative information about the amounts recorded in the financial statements. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The new standard requires a modified retrospective transition for application at the beginning of the earliest comparative period presented. The Company is currently evaluating the impact that ASU 2016-02 will have on its consolidated financial statements and related disclosures. |
Consolidated Balance Sheets and
Consolidated Balance Sheets and Statements of Operations and Comprehensive Loss Components | 12 Months Ended |
Dec. 31, 2016 | |
Consolidated Balance Sheets and Statements of Operations and Comprehensive Loss Components | |
Consolidated Balance Sheets and Statements of Operations and Comprehensive Loss Components | Note 2: Consolidated Balance Sheets and Statements of Operations and Comprehensive Loss Components December 31, 2016 2015 (in thousands) Inventories: Work-in-process $ $ Finished goods $ $ Prepaid expenses and other: Prepaid software $ $ Prepaid insurance Interest receivable Prepaid expenses and other $ $ Property and equipment, net: Equipment, furniture and fixtures and leasehold improvements $ $ Acquired software Less: Accumulated depreciation and amortization $ $ Intangible assets, net: Identifiable intangible assets were (dollar amounts in thousands): December 31, 2016 Gross Net Life Carrying Accumulated Carrying (years) Amount Amortization Amount Patent license $ $ $ December 31, 2015 Gross Net Life Carrying Accumulated Carrying (years) Amount Amortization Amount Patent license $ $ $ Amortization expense has been included in research and development expense in the consolidated statements of operations and comprehensive loss. The estimated aggregate amortization expense to be recognized in future years is approximately $0.1 million annually for 2017 through 2018. Accrued expenses and other: December 31, 2016 2015 (in thousands) Accrued wages and employee benefits $ $ IC development and wafer costs Interest payable — Professional fees and consulting Deferred revenue Employee stock purchase plan withholdings Capital lease obligation — Other $ $ As of December 31, 2016 and 2015, the amounts in long-term liabilities comprised deferred rent. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 3: Fair Value of Financial Instruments The estimated fair values of financial instruments outstanding were (in thousands): December 31, 2016 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ $ — $ — $ Short-term investments: U.S. government-sponsored enterprise bonds $ $ — $ — $ Corporate notes — — Total short-term investments $ $ — $ — $ December 31, 2015 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ $ — $ — $ Short-term investments: U.S. government-sponsored enterprise bonds $ $ — $ — $ Municipal bonds — — Corporate notes — Total short-term investments $ $ — $ $ The unrealized losses from available-for-sale securities as of December 31, 2016 and 2015 were not material. The estimated fair values of available-for-sale securities with unrealized losses as of December 31, 2015 were (in thousands): December 31, 2015 Unrealized Fair Cost Losses Value Short-term investments: Corporate notes $ $ $ Total short-term investments $ $ $ As of December 31, 2015, substantially all of the available-for-sale securities with unrealized losses had been in a loss position for less than 12 months. Cost and fair value of investments based on two maturity groups were (in thousands): December 31, 2016 Unrealized Unrealized Fair Cost Gains Losses Value Due within 1 year $ $ — $ — $ December 31, 2015 Unrealized Unrealized Fair Cost Gains Losses Value Due within 1 year $ $ — $ $ The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) as of December 31, 2016 and 2015 (in thousands): December 31, 2016 Fair Value Level 1 Level 2 Level 3 Money market funds $ $ $ — $ — U.S. government-sponsored enterprise bonds — — Municipal bonds — — Corporate notes — — Total assets $ $ $ $ — December 31, 2015 Fair Value Level 1 Level 2 Level 3 Money market funds $ $ $ — $ — U.S. government-sponsored enterprise bonds — — Municipal bonds — — Corporate notes — — Certificates of deposit — — Total assets $ $ $ $ — There were no transfers in or out of Level 1 and Level 2 securities during the years ended December 31, 2016 and 2015. |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Provision | |
Income Tax Provision | Note 4: Income Taxes The income tax provision consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Current portion: Federal $ — $ — $ — State Foreign $ $ $ Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were (in thousands): December 31, 2016 2015 Deferred tax assets: Federal and state loss carryforwards $ $ Reserves, accruals and other Depreciation and amortization Deferred stock-based compensation Research and development credit carryforwards Foreign tax and other credits Total deferred tax assets Deferred tax liabilities: Acquired intangible assets and other Less: Valuation allowance Net deferred tax assets $ — $ — The valuation allowance increased by $9.8 million and $12.9 million for the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, the Company had net operating loss carryforwards (NOLs) of approximately $184.1 million for federal income tax purposes and approximately $116.5 million for state income tax purposes. These losses are available to reduce future taxable income and expire at various times from 2017 through 2036. Approximately $5.7 million of federal net operating loss carryforwards and $4.8 million of state net operating loss carryforwards are related to excess tax benefits from stock-based compensation and would be charged to additional paid-in capital, if realized. The Company also had federal research and development tax credit carryforwards of approximately $8.8 million, which will begin expiring in 2018, and California research and development credits of approximately $7.8 million, which do not have an expiration date. The Company had remaining foreign tax credits available for federal income tax purposes of approximately $0.3 million, which will began expiring in 2017. Utilization of the Company’s net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code (IRC); and similar state provisions. Section 382 of the IRC (Section 382) imposes limitations on a corporation’s ability to utilize its NOLs, if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership percentage of certain stockholders in the stock of the corporation by more than 50% over a three year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax exempt rate. The Company has not completed a Section 382 study in recent years; however, should a study be completed, certain NOLs may be subject to such limitations. Any future annual limitation may result in the expiration of NOLs before utilization. The Company considers its undistributed earnings of its foreign subsidiary permanently reinvested in foreign operations and has not provided for U.S. income taxes on such earnings. As of December 31, 2016, the Company’s unremitted earnings from its foreign subsidiary were $1.0 million. The determination of the unrecognized deferred U.S. income tax liability, if any, is not practicable. A reconciliation of income taxes provided at the federal statutory rate (35%) to the actual income tax provision follows (in thousands): Year Ended December 31, 2016 2015 2014 Income tax benefit computed at U.S. statutory rate $ $ $ State income tax (net of federal benefit) Foreign income tax at rate different from U.S. statutory rate Research and development credits Stock-based compensation Amortization of intangible assets Goodwill impairment — — Valuation allowance changes affecting tax provision Other Income tax provision $ $ $ The domestic and foreign components of (loss) income before income tax provision were (in thousands): Year Ended December 31, 2016 2015 2014 U.S. $ $ $ Non-U.S $ $ $ |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 5: Stock-Based Compensation Equity Compensation Plans Common Stock Option Plans In 2000, the Company adopted the 2000 Stock Plan, which was amended in 2004 (Amended 2000 Plan), and terminated in 2010. As of December 31, 2016, no options were available for future issuance under the Amended 2000 Plan, as the remaining options outstanding under the Amended 2000 Plan expired in June 2016. In June 2010, the Company’s stockholders approved the 2010 Equity Incentive Plan, which was amended in 2014 (Amended 2010 Plan). The Amended 2010 Plan authorizes the board of directors or the compensation committee of the board of directors to grant a broad range of awards including stock options, stock appreciation rights, restricted stock, performance-based awards, and restricted stock units. Under the Amended 2010 Plan, 400,000 shares were initially reserved for issuance. In June 2014, the Company’s stockholders approved an amendment increasing the number of shares reserved for issuance by 150,000 shares. In addition, the terms of the Amended 2010 Plan provide for an automatic annual increase in the share reserve of 50,000 on January 1 of each year. The Amended 2010 Plan has a 10 year term and provides for annual option grants or other awards to non-employee directors to acquire up to 4,000 shares and for a one-time grant of an option or other award to a non-employee director to acquire up to 12,000 shares upon initial appointment or election to the board of directors. The term of options granted under the Amended 2010 Plan may not exceed ten years. The term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of the Company’s stock may not exceed five years. The exercise price of stock options granted under the Amended 2010 Plan must be at least equal to the fair market value of the shares on the date of grant. Generally, options granted under the Amended 2010 Plan will vest over a four-year period and will have a six or ten-year term. In addition, the Amended 2010 Plan provides for automatic acceleration of vesting for options granted to non-employee directors upon a change of control of the Company. The Amended 2000 Plan and Amended 2010 Plan are referred to collectively as the “Plans.” The Company may also award shares to new employees outside the Plans, as material inducements to the acceptance of employment with the Company, as permitted under the Listing Rules of the Nasdaq Stock Market. These grants must be approved by the compensation committee of the board of directors, a majority of the independent directors or, below a specified share level, by an authorized executive officer. As of December 31, 2016, no such grants were outstanding. Employee Stock Purchase Plan In June 2010, the Company’s stockholders approved the 2010 Employee Stock Purchase Plan (ESPP). A total of 200,000 shares of common stock were initially reserved for issuance under the ESPP in 2010. On September 1, 2010, the Company commenced the first offering period under the ESPP. In May 2015, the Company’s stockholders approved an amendment increasing the number of shares reserved for issuance by 200,000 shares. The ESPP, which is intended to qualify under Section 423 of the Internal Revenue Code, is administered by the board of directors or the compensation committee of the board of directors. The ESPP provides that eligible employees may purchase up to $25,000 worth of the Company’s common stock annually over the course of two six-month offering periods. The purchase price to be paid by participants is 85% of the price per share of the Company’s common stock either at the beginning or the end of each six-month offering period, whichever is less. On February 29, 2016, approximately 37,300 shares of common stock were issued at an aggregate purchase price of $197,000 under the ESPP. On August 31, 2016, approximately 31,900 shares of common stock were issued at an aggregate purchase price of $167,000 under the ESPP. As of December 31, 2016, there were approximately 150,000 shares authorized and unissued under the ESPP. In February 2017, the Company’s board of directors canceled the current purchase period under the ESPP, decided not to authorize a new purchase period and directed the Company to refund payroll contributions made under the ESPP during the purchase period that began September 1, 2016. Stock-Based Compensation Expense The unamortized compensation cost, net of expected forfeitures, as of December 31, 2016 was $2.6 million related to stock options and is expected to be recognized as expense over a weighted average period of approximately 2.6 years. The unamortized compensation cost, net of expected forfeitures, as of December 31, 2016 was $0.6 million related to restricted stock units and is expected to be recognized as expense over a weighted average period of approximately 2.0 years. For the year ended December 31, 2016 the fair value of options and awards vested was approximately $2.0 million. The Company is required to present the tax benefits resulting from tax deductions in excess of the compensation cost recognized from the exercise of stock options as financing cash flows in the consolidated statements of cash flows. For the years ended December 31, 2016, 2015 and 2014, there were no such tax benefits associated with the exercise of stock options. Valuation Assumptions and Expense Information for Stock-based Compensation The fair value of the Company’s share-based payment awards for the years ended December 31, 2016, 2015 and 2014 was estimated on the grant dates using the Black-Scholes valuation option-pricing model with the following assumptions: Year Ended December 31, Employee stock options: 2016 2015 2014 Risk-free interest rate 1% - 2.1% 0.6% -1.7% 1.3% - 1.7% Volatility 61.4% - 65.0% 55.7% - 59.3% 53.7% - 57.5% Expected life (years) 3.0 - 5.0 3.0 - 5.0 4.0 - 5.0 Dividend yield 0% 0% 0% The risk-free interest rate was derived from the Daily Treasury Yield Curve Rates as published by the U.S. Department of the Treasury as of the grant date for terms equal to the expected terms of the options. The expected volatility was based on the historical volatility of the Company’s stock price over the expected term of the options. The expected term of options granted was derived from historical data based on employee exercises and post-vesting employment termination behavior. A dividend yield of zero is applied because the Company has never paid dividends and has no intention to pay dividends in the near future. The stock-based compensation expense recorded is adjusted based on estimated forfeiture rates. An annualized forfeiture rate has been used as a best estimate of future forfeitures based on the Company’s historical forfeiture experience. The stock-based compensation expense will be adjusted in later periods if the actual forfeiture rate is different from the estimate. Common Stock Options and Restricted Stock A summary of option activity under the Plans is presented below (in thousands, except exercise price): Options outstanding Weighted Shares Average Available Number of Exercise for Grant Shares Prices Balance at January 1, 2014 $ Additional shares authorized under the Amended 2010 Plan — — Restricted stock units granted — — Options granted $ Options cancelled and returned to Plan $ Options exercised — $ Options expired — $ Balance at December 31, 2014 $ Additional shares authorized under the Amended 2010 Plan — — Restricted stock units cancelled and returned to Plan — — Options granted $ Options cancelled and returned to Plan $ Options exercised — $ Options expired — $ Balance at December 31, 2015 $ Additional shares authorized under the Amended 2010 Plan — — Restricted stock units granted — — Restricted stock units cancelled and returned to Plan — — Options granted $ Options cancelled and returned to Plan $ Options cancelled and expired — $ Balance at December 31, 2016 $ A summary of the inducement grant option activity is presented below (in thousands, except exercise price): Options Outstanding Weighted Average Number of Exercise Shares Prices Balance at January 1, 2014 $ Granted $ Exercised $ Expired $ Balance at December 31, 2014 $ Exercised $ Expired $ Balance at December 31, 2015 $ Cancelled $ Balance at December 31, 2016 — $ — On July 26, 2016, the Company initiated a one-time option exchange program pursuant to which employees (excluding the chief executive officer and non-employees, including members of the Company’s board of directors) who held certain options to purchase shares of the Company’s common stock (such options, eligible options) were given the opportunity to exchange such eligible options for a lesser number of replacement options with a lower exercise price. Upon the expiration of the option exchange program on August 23, 2016, the Company accepted for cancellation exchanged options to purchase an aggregate of 456,995 shares of common stock and issued replacement options covering 334,027 shares of common stock from the Amended 2010 Plan. The exchanged eligible options included options to purchase 113,531 shares of the Company’s common stock, which were originally inducement grants. The replacement options have an exercise price of $7.20 per share and vest monthly over three years. This one-time option exchange was treated as a modification for accounting purposes and resulted in incremental expense of approximately $926,000, which was calculated using the Black-Scholes option pricing model. The incremental expense and the unamortized expense remaining on the exchanged options are being amortized over the three-year vesting period of the replacement options. A summary of restricted stock unit activity under the Plans is presented below (in thousands, except fair value): Weighted Average Number of Grant-Date Shares Fair Value Non-vested shares at January 1, 2014 $ Granted $ Vested $ Cancelled — $ Non-vested shares at December 31, 2014 $ Vested $ Cancelled $ Non-vested shares at December 31, 2015 $ Granted $ Vested $ Cancelled $ Non-vested shares at December 31, 2016 $ The total intrinsic value of the restricted stock units outstanding as of December 31, 2016 was $0.3 million. The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2016 (in thousands, except contractual life and exercise price): Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Contractual Average Average Aggregate Number Life Exercise Number Exercise Intrinsic Range of Exercise Price Outstanding (in Years) Price Exercisable Price value $3.80 - $7.19 $ $ $7.20 - $16.99 $ $ $17.00 - $30.99 $ $ $31-00 - $54.29 $ $ $54.30 - $61.09 $ $ $61.10 - $61.10 $ $ $3.80 - $61.10 $ $ $ — Vested and expected to vest $ $ — Exercisable $ $ — There were no stock options exercised during the year ended December 31, 2016. The aggregate intrinsic value of employee stock options exercised during the years ended December 31, 2015 and 2014 was $0.3 million and $0.8 million, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | Note 6: Stockholders’ Equity In March 2015, the Company completed a public offering and issued approximately 1,437,000 shares of its common stock for approximately $21.4 million in net proceeds. Two of the Company’s executive officers between them purchased a total of 40,625 shares at the public offering price. Stockholder Rights Plan On November 10, 2010, the Company executed a rights agreement in connection with the declaration by the Company’s board of directors of a dividend of one preferred stock purchase right (a Right) to be paid on November 10, 2010 (the Record Date) for each share of the Company’s common stock issued and outstanding at the close of business on the Record Date. Each Right entitles the registered holder to purchase one one-thousandth of a share of Series AA Preferred Stock, $0.01 par value per share (a Preferred Share), of the Company at a price of $4.80 per one one-thousandth of a Preferred Share, subject to adjustment. The rights will not be exercisable until a third party acquires 15.0% of the Company’s common stock or commences or announces its intent to commence a tender offer for at least 15.0% of the common stock, other than holders of “grandfathered stock” as defined below. “Grandfathered stock” refers to stock held by Carl E. Berg and his affiliates. The beneficial ownership threshold for a holder of grandfathered stock is 20%, rather than 15%. Under the rights agreement, certain shares beneficially owned by the firm of Ingalls & Snyder, or I&S, and its managed account beneficial owners collectively will not count toward the 15% beneficial ownership threshold that would trigger the rights as long as none of such shares are held for the purpose of acquiring control or effecting change or influence in control of the Company. Further, this exclusion applies only to shares of common stock for which I&S possesses only shared dispositive power and non-discretionary voting power. The rights agreement could delay, deter or prevent an investor from acquiring the Company in a transaction that could otherwise result in its stockholders receiving a premium over the market price for their shares of common stock. |
Retirement Savings Plan
Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2016 | |
Retirement Savings Plan | |
Retirement Savings Plan | Note 7: Retirement Savings Plan Effective January 1997, the Company adopted the MoSys 401(k) Plan (the Savings Plan) which qualifies as a thrift plan under Section 401(k) of the Internal Revenue Code. Full-time and part-time employees who are at least 21 years of age are eligible to participate in the Savings Plan at the time of hire. Participants may contribute up to 15% of their earnings to the Savings Plan. No matching contributions were made by the Company in the years ended December 31, 2016, 2015 and 2014. |
Business Segments, Concentratio
Business Segments, Concentration of Credit Risk and Significant Customers | 12 Months Ended |
Dec. 31, 2016 | |
Business Segments, Concentration of Credit Risk and Significant Customers | |
Business Segments, Concentration of Credit Risk and Significant Customers | Note 8: Business Segments, Concentration of Credit Risk and Significant Customers The Company operates in one business segment and uses one measurement of profitability for its business. Revenue attributed to the United States and to all foreign countries is based on the geographical location of the customer. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, short-term and long-term investments and accounts receivable. Cash, cash equivalents and short-term and long term investments are deposited with high credit-quality institutions. The Company recognized revenue from licensing of its technologies and shipment of ICs to customers in North America, Asia and Europe as follows (in thousands): Year Ended December 31, 2016 2015 2014 North America $ $ $ Japan Taiwan Rest of world Total net revenue $ $ $ Customers who accounted for at least 10% of total net revenues were: Years Ended December 31, 2016 2015 2014 Customer A % * Customer B % % % Customer C % % % Customer D * * % * One customer accounted for 72% of net accounts receivable at December 31, 2016. Three customers accounted for 94% of net accounts receivable at December 31, 2015. Net long-lived assets (property and equipment), classified by major geographic areas, was (in thousands): December 31, 2016 2015 (in thousands) U.S. $ $ Non-U.S. — Total $ $ |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 9: Commitments and Contingencies Leases and Purchase Commitments The Company leases its facilities under non-cancelable operating leases that expire at various dates through 2020. Rent expense was approximately $783,000, $798,000 and $802,000 for the years ended December 31, 2016, 2015 and 2014, respectively. The leases provide for monthly payments and are being charged to operations ratably over the lease terms. In addition to the minimum lease payments, the Company is responsible for property taxes, insurance and certain other operating costs. Future minimum lease payments under non-cancelable operating leases and purchase commitments are (in thousands): Operating Purchase Year ended December 31, leases commitments Total 2017 $ $ $ 2018 2019 — 2020 — 2021 — — — Total minimum payments $ $ $ Purchase commitments include software licenses related to computer-aided design software payable through 2018. Indemnification In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representations and warranties, failure to perform certain covenants, or claims and losses arising from certain events as outlined within the particular contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. The Company has entered into indemnification agreements with its officers and directors. No material amounts were reflected in the Company’s consolidated financial statements for the years ended December 31, 2016, 2015 or 2014 related to these indemnifications. The Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any payments related to these indemnification agreements. Legal Matters The Company is not a party to any material legal proceeding that the Company believes is likely to have a material adverse effect on its consolidated financial position or results of operations. From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. These claims, even if not meritorious, could result in the expenditure of significant financial resources and diversion of management efforts. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring | |
Restructuring | Note 10: Restructuring In the first quarter of 2016, the Company effected a reduction in its workforce and associated operating expenses, net loss and cash burn and realigned resources, as the Company had substantially concluded development of new products, including its third generation Bandwidth Engine IC product family, and brought these products to market in 2016. The Company reduced United States headcount by 12 positions and ceased operations at its subsidiary in Hyderabad, India, which had 18 employees. As a result of these reductions, the Company incurred total charges of approximately $0.7 million, including $0.6 million of charges for severance benefits and other one-time termination costs. The remaining charges represent lease obligations, asset impairments and other expenses related to the Company’s Indian subsidiary. Substantially all of these charges were realized and resulted in cash expenditures of $0.6 million in the first quarter of 2016. Expenses related to the restructure are included in the restructuring charges line on the condensed consolidated statements of operations and comprehensive loss and the remaining liability is included in accrued expenses and other on the condensed consolidated balance sheet consisting of (in thousands): Facility related Workforce and other reduction termination costs Total Balance as of December 31, 2015 $ — $ — $ — Restructuring charge Non-cash settlements — Cash payments Balance as of December 31, 2016 $ — $ $ |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Notes | |
Convertible Notes | Note 11: Convertible Notes On March 14, 2016, the Company entered into a 10% Senior Secured Convertible Note Purchase Agreement (the Purchase Agreement) with the purchasers of $8,000,000 principal amount of 10% Senior Secured Convertible Notes due August 15, 2018 (the Notes), at par, in a private placement transaction effected pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended. The conversion price of the Notes is $9.00 per share and is subject to adjustment upon certain events, as set forth in the Purchase Agreement. Pursuant to a security agreement entered into by the Company, the Notes are secured by a security interest in all of the assets of the Company. The Notes bear interest at the annual rate of 10%. Accrued interest is payable semi-annually in cash or in kind through the issuance of identical new Notes, or with a combination of the two, at the Company’s option. The Notes are noncallable and nonredeemable by the Company. The Notes are redeemable at the election of the holders if the Company experiences a fundamental change (as defined in the Notes), which generally would occur in the event (i) any person acquires beneficial ownership of shares of common stock of the Company entitling such person to exercise at least 40% of the total voting power of all of the shares of capital stock of the Company entitled to vote generally in elections of directors, (ii) an acquisition of the Company by another person through a merger or consolidation, or the sale, transfer or lease of all or substantially all of the Company’s assets, or (iii) the Company’s current directors cease to constitute a majority of the board of directors of the Company within a 12-month period, disregarding for this purpose any director who voluntarily resigns as a director or dies while serving as a director. The redemption price is 120% of the principal amount of the Note to be repurchased plus accrued and unpaid interest as of the redemption date. The conversion price of $9.00 per share of common stock shall be reset, if, prior to the maturity date, the Company sells new shares of capital stock, or other securities convertible into or exercisable for capital stock, in a financing with one or more accredited investors that yields proceeds to the Company (net of transaction fees, expenses and discounts and commission) of at least $1,000,000 at a price lower than the then applicable conversion price in effect immediately before the closing of such financing; provided that in no event shall the applicable conversion price be reset to less than $8.50 per share of common stock. The Notes are subject to anti-dilution adjustments for stock splits, stock dividends, and the like. No Note holder shall be entitled to convert such holder’s Notes if effective upon the applicable conversion date (i) the holder would have beneficial ownership of more than 9.9% of the voting capital stock of the Company as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, (with exceptions specified in the Purchase Agreement), or (ii) if the shares are being acquired or held with a purpose or effect of changing or influencing control of the Company, or in connection with or as a participant in any transaction having that purpose or effect, as determined in the sole discretion of the board of directors of the Company. There is no required sinking fund for the Notes. The Notes have not been registered for resale, and the holder(s) do not have registration rights. The Notes restrict the ability of the Company to incur any indebtedness for borrowed money, unless such indebtedness by its terms is expressly subordinated to the Notes in right of payment and to the security interest of the Note holder(s) in respect to the priority and enforcement of any security interest in property of the Company securing such new debt; provided that the Note holder(s) security interest and cash payment rights under the Notes shall be subordinate to a maximum of $5,000,000 of indebtedness for a secured accounts receivable line of credit facility provided to the Company by a bank or institutional lender; and, provided further, that in no event may the amount of indebtedness to which the security interest of the Note holder(s) is subordinated exceed the outstanding balance of accounts receivable less than 90 days old for which the Company has not recorded an allowance for doubtful accounts pledged under such credit facility. The Notes define an event of default generally as any failure by the Company to pay an amount owed under the Notes when due (subject to cure periods), a default with respect to other indebtedness of the Company resulting in acceleration of such indebtedness, the commencement of bankruptcy or insolvency proceedings, or the cessation of business. If an event of default occurs under the Notes, the holder(s) of a majority-in-interest of the outstanding principal amount of the Notes may declare the outstanding principal amount thereof to be immediately due and payable and pursue all available remedies, including taking possession of the assets of the Company and selling them to pay the amount of debt then due, plus expenses, in accordance with applicable laws and procedures. The Company incurred debt issuance costs of approximately $0.1 million, which were recorded as a debt discount and are being amortized to interest expense over the repayment period for the loan using the effective interest rate method. The interest expense related to the debt discount during the year ended December 31, 2016 was approximately $37,000 and the remaining unamortized debt discount was approximately $0.1 million. In August 2016, the first semi-annual interest payment was made in-kind with the issue of an additional note (Interest Note) to the Purchasers. The Interest Note has a principal amount of approximately $336,000 and has terms identical to the Notes. As of December 31, 2016, the Notes and Interest Note could be converted into a maximum of 980,649 shares of common stock at $8.50 per share, excluding the effects of future payments of interest in-kind. Future repayments on outstanding convertible notes payable (excluding unamortized discount of $0.1 million as of December 31, 2016) are as follows: (in thousands): Year ending December 31, 2017 $ — 2018 $ $ |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions | |
Related Party Transactions | Note 12: Related Party In February 2012, the Company entered into a strategic development and marketing agreement with Credo Semiconductor (Hong Kong) Ltd. (Credo), a privately-funded, fabless semiconductor company, to develop, market and sell integrated circuits. Two of the Company's executive officers between them loaned a total of $250,000 to Credo for a portion of the seed funding needed by Credo to commence its integrated circuit design efforts. These loans were repaid by Credo in August 2015. The strategic development and marketing agreement, as amended, calls for the Company to make payments to Credo upon Credo achieving certain development and verification milestones towards the development of IC products and provides the Company with exclusive sales and marketing rights for such IC products. As of December 31, 2016, the Company has paid Credo $4.8 million for achievement of development milestones, as well as for mask costs and wafer purchases from third-party vendors. All amounts incurred have been recorded as research and development expenses. Currently, under the strategic development and marketing agreement, the Company is entitled to a remaining reimbursement amount of $3.5 million of development costs based on payments made to Credo to date. This amount is subject to increase as additional payments are made to Credo. The reimbursement will be funded by the gross profits earned by the Company from the sale of the products, with the initial gross profits being primarily applied to reimbursing the Company for these development payments and a portion paid to Credo. Once the full amount has been reimbursed, the gross profits will be shared equally by the Company and Credo. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events | |
Subsequent Events | Note 13: Subsequent Events Reverse Stock Split On February 14, 2017, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a one-for-ten reverse stock split of the Company’s shares of common stock. Such amendment and ratio were previously approved by the Company’s stockholders and board of directors, respectively. On February 16, 2017, the Company effected the one-for-10 reverse stock split of its common stock. As a result of the reverse stock split, every ten shares of the Company’s pre-reverse split outstanding common stock was combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stock holders were not affected by the reverse stock split. No fractional shares were issued in connection with the reverse stock split; stockholders who would otherwise hold a fractional share of common stock received cash in an amount equal to the product obtained by multiplying (i) the closing sale price of the Company’s common stock on the effective date of the reverse stock split, by (ii) the number of shares of the Company’s common stock held by the stockholder that would otherwise have been exchanged for the fractional share interest. All stock options and restricted stock units outstanding and common stock reserved for issuance under the Company’s equity incentive plans immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock by 10 and, as applicable, multiplying the exercise price by 10, as a result of the reverse stock split. The common stock par value was adjusted to $0.001 in conjunction with the reverse stock split.. Conversion of Interest Payable to Note In February 2017, the Company made payment of interest on the Notes and the Interest Note for the period from August 2016 to February 15, 2017 in-kind with the issue of an additional note to the Purchasers (Interest Note 2). Interest Note 2 has a principal amount of approximately $420,000 and has terms identical to the Notes and the Interest Note. |
The Company and Summary of Si21
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
The Company and Summary of Significant Accounting Policies | |
Liquidity | Liquidity In December 2016, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standard Update (ASU) No. 2014-15 (ASU 2014-15), Going Concern. ASU 2014-15 requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. If management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management must consider if there are plans that are probable to be implemented, and whether it is probable that the plans will mitigate the conditions or events raising the substantial doubt about the entity’s ability to continue as a going concern. If the substantial doubt is not alleviated after consideration of management’s plans, the entity must include a statement in the notes to the financial statements indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued including: 1) the principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, 2) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, and 3) management’s plans to attempt to mitigate the conditions or events causing the substantial doubt about the entity’s ability to continue as a going concern. The Company incurred net losses of approximately $32.0 million and $31.5 million for the years ended December 31, 2016 and 2015, respectively, and had an accumulated deficit of approximately $214.0 million as of December 31, 2016. These and prior year losses have resulted in significant negative cash flows for almost a decade and have required the Company to raise substantial amounts of additional capital during this period. To date, the Company has primarily financed its operations through multiple offerings of common stock to investors and affiliates, as well as asset sale transactions. In March 2016, the Company entered into a 10% Senior Secured Convertible Note Purchase Agreement with the purchasers of $8.0 million principal amount of 10% Senior Secured Convertible Notes due August 15, 2018 (the Notes), at par, in a private placement transaction. The Notes bear interest at the annual rate of 10%. Accrued interest is payable semi-annually in cash or in-kind through the issuance of identical new Notes, or with a combination of the two, at the Company’s option. As of February 15, 2017, the Company has made the interest payments in-kind through the issuance of additional notes totaling approximately $0.8 million. Further, the Notes restrict the ability of the Company to incur any indebtedness for borrowed money, unless such indebtedness by its terms is expressly subordinated to the Notes in right of payment and to the security interest of the Note holder(s) in respect to the priority and enforcement of any security interest in property of the Company securing such new debt; provided that the Note holder(s) security interest and cash payment rights under the Notes shall be subordinate to a maximum of $5 million of indebtedness for a secured accounts receivable line of credit facility under certain conditions. (See Note No. 11, Convertible Notes ) The Company expects to continue to incur operating losses for the foreseeable future as it secures customers for and continues to invest in the commercialization of its IC products. Due to the strong commitment of the Company’s resources to research and development and expansion of its product offerings to customers, the Company will need to increase revenues substantially beyond levels that it has attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time. As a result of the Company’s expected operating losses and cash burn for the foreseeable future, recurring losses from operations, and the need to repay the Notes and accrued interest in 2018, if the Company is unable to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year from the date of issuance of these consolidated financial statements. These consolidated financial statements do not include any adjustments that might result from this uncertainty. There can be no assurance that such additional capital, whether in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to the Company. T he Company is exploring various alternatives, and expects to implement cost reductions to successfully sustain the business. If the Company is unsuccessful in these efforts, it will need to implement significant cost reduction strategies that could affect its near- and long-term business plan. These efforts may include, but are not limited to reducing headcount and curtailing business activities, especially around new product development |
Reverse stock split | Reverse Stock Split On February 16, 2017, the Company effected a one-for-10 reverse stock split of its common stock. As a result of the reverse stock split, every ten shares of the Company’s pre-reverse split outstanding common stock was combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stock holders were not affected by the reverse stock split. No fractional shares were issued in connection with the reverse stock split; stockholders who would otherwise hold a fractional share of common stock received cash in an amount equal to the product obtained by multiplying (i) the closing sale price of the Company’s common stock on the effective date of the reverse stock split, by (ii) the number of shares of the Company’s common stock held by the stockholder that would otherwise have been exchanged for the fractional share interest. All stock options and restricted stock units outstanding and common stock reserved for issuance under the Company’s equity incentive plans immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock by 10 and, as applicable, multiplying the exercise price by 10, as a result of the reverse stock split. The common stock par value was adjusted to $0.001 in conjunction with the reverse stock split. All of the share numbers, share prices, and exercise prices have been adjusted, on a retroactive basis to reflect this 1-for-10 reverse stock split. |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign entities is the U.S. dollar. The financial statements of these entities are translated into U.S. dollars and the resulting gains or losses are included in other income, net in the consolidated statements of operations and comprehensive loss. Such gains and losses were not material for any period presented. |
Cash Equivalents and Investments | Cash Equivalents and Investments The Company has invested its excess cash in money market accounts, certificates of deposit, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term and long-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive loss. Realized gains and losses and declines in the value judged to be other-than-temporary are included in the other income, net line item in the consolidated statements of operations and comprehensive loss. The cost of securities sold is based on the specific identification method. |
Fair Value Measurements | Fair Value Measurements The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2—Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities include cash equivalents and available-for-sale securities, which consisted primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. Level 3—Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100% of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. There was no allowance for doubtful accounts receivable at December 31, 2016 and 2015. |
Inventory | Inventory The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or market value. The Company records inventory reserves for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. Once a reserve is established, it is maintained until the product to which it relates is sold or otherwise disposed of. If actual market conditions are less favorable than those expected by management, additional adjustment to inventory valuation may be required. Charges for obsolete and slow moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow moving inventory items. The Company recorded no inventory reserves during the years ended December 31, 2016 and 2014, and inventory reserves of $0.3 million during the year ended December 31, 2015. |
Property and Equipment | Property and Equipment Property and equipment are originally recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to five years. Depreciation is recorded in operating expenses in the consolidated statements of operations and comprehensive loss. Leasehold improvements and assets acquired through capital leases are amortized over the shorter of their estimated useful life or the lease term and are recorded with depreciation expense in the consolidated statements of operations and comprehensive loss. |
Valuation of Long-lived Assets | Valuation of Long-lived Assets The Company evaluates the recoverability of long-lived assets with finite lives whenever events or changes in circumstances occur that indicate that the carrying value of the asset or asset group may not be recoverable. Finite-lived intangible assets are being amortized on a straight-line basis over their estimated useful lives of three to seven years. An impairment charge is recognized as the difference between the net book value of such assets and the fair value of such assets at the date of measurement. The measurement of impairment requires management to estimate future cash flows and the fair value of long-lived assets. |
Intangible Assets | Intangible Assets Intangible assets acquired in business combinations, referred to as purchased intangible assets, are accounted for based on the fair value of assets purchased and are amortized over the period in which economic benefit is estimated to be received. |
Goodwill | Goodwill The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform the two-step impairment test. If the qualitative assessment warrants further analysis, the Company compares the fair value of the reporting unit to its carrying value. The fair value of the reporting unit is determined using the market approach. If the fair value of the reporting unit exceeds the carrying value of net assets of the reporting unit, goodwill is not impaired, and the Company is not required to perform further testing. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then the Company must record an impairment charge equal to the difference. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to assess impairment in the second step of the analysis, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price continues to experience significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. The Company performed step one of the annual impairment test in September 2016, and concluded no factors indicated impairment of goodwill. During the fourth quarter of 2016, the Company concluded a triggering event had occurred due to a sustained decrease in the price per share of its common stock and related reduced market capitalization. The Company performed the first step of the impairment test to identify potential goodwill impairment, and the test results indicated the goodwill carrying value was greater than its fair value. The Company then performed a step-two analysis to compare the carrying amount of goodwill to the implied fair value of the goodwill, and the Company determined the estimated fair values of the assets and liabilities of its single reporting unit. The fair values of the assets and liabilities identified in the impairment test were determined using the combination of the income approach and the market approach. The implied fair value of goodwill was measured as the excess of the fair value of the Company’s single reporting unit over the fair value of its assets and liabilities. As a result of the step-two test, the Company recorded a non-cash impairment charge of $9.9 million during the fourth quarter of 2016. |
Revenue Recognition | Revenue Recognition General The Company generates revenue from the sales of IC products and licensing of its IP. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery or performance has occurred, the sales price is fixed or determinable, and collectibility is reasonably assured. Evidence of an arrangement generally consists of signed agreements or customer purchase orders. IC products The Company sells products both directly to customers, as well as through distributors. Revenue from sales directly to customers is generally recognized at the time of shipment. The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. IC product revenue and costs relating to sales made through distributors with rights of return or stock rotation are generally deferred until the distributors sell the product to end customers due to the Company’s inability to estimate future returns and credits to be issued. Distributors are generally able to return up to 10% of their purchases for slow, non-moving or obsolete inventory for credit every six months. At the time of shipment to distributors, an accounts receivable for the selling price is recorded, as there is a legally enforceable right to receive payment, and inventory is relieved, as legal title to the inventory is transferred upon shipment. Revenues are recognized upon receiving notification from the distributors that products have been sold to end customers. Distributors provide information regarding products and quantity, end customer shipments and remaining inventory on hand. The associated deferred margin is included in the accrued expenses and other line item in the consolidated balance sheets. Royalty The Company’s licensing contracts typically also provide for royalties based on the licensees’ use of the Company’s memory technology in their currently shipping commercial products. The Company recognizes royalties in the quarter in which it receives the licensees’ reports. Licensing Licensing revenue consists of fees earned from license agreements, development services and support and maintenance. For stand-alone license agreements or license deliverables in multi-deliverable arrangements that do not require significant development, modification or customization, revenues are recognized when all revenue recognition criteria have been met. Delivery of the licensed technology is typically the final revenue recognition criterion met, at which time revenue is recognized. If any of the criteria are not met, revenue recognition is deferred until such time as all criteria have been met. Support and maintenance revenue is recognized ratably over the period during which the obligation exists, typically 12 months. Licensing revenue was zero for the years ended December 31, 2016 and 2015, and was $155,000 for the year ended December 31, 2014. |
Cost of Net Revenue | Cost of Net Revenue Cost of net revenue consists primarily of direct and indirect costs of IC product sales and engineering personnel costs directly related to maintenance and support services specified in licensing agreements. Maintenance and support typically includes engineering support to assist in the commencement of production of a licensee’s products. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs were not significant in the years ended December 31, 2016, 2015 and 2014. |
Research and Development | Research and Development Engineering costs are recorded as research and development expense in the period incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation for awards on a straight-line basis over the requisite service period, usually the vesting period, based on the grant-date fair value. The Company records stock-based compensation expense for stock options granted to non-employees, excluding non-employee directors, based upon the estimated then-current fair value of the equity instrument using the Black-Scholes pricing model. Assumptions used to value the equity instruments are consistent with equity instruments issued to employees. The Company charges the value of the equity instrument to earnings over the term of the service agreement and the unvested shares underlying the option are subject to periodic revaluation over the remaining vesting period. |
Per Share Amounts | Per Share Amounts Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of stock options, vesting of stock awards and purchases under the employee stock purchase plan. The following table sets forth securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): December 31, December 31, December 31, 2016 2015 2014 Options outstanding to purchase common stock Employee stock purchase plan Unvested restricted common stock units Convertible debt — — Total |
Income Taxes | Income Taxes The Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Company’s assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company files U.S. federal and state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2006 through 2016 tax years generally remain subject to examination by federal, state and foreign tax authorities. As of December 31, 2016, the Company did not have any unrecognized tax benefits nor expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest related to unrecognized tax benefits in its income tax expense and penalties related to unrecognized tax benefits as other income and expenses. During the years ended December 31, 2016, 2015 and 2014, the Company did not recognize any interest or penalties related to unrecognized tax benefits. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes unrealized gains and losses on available-for-sale securities. Realized gains and losses on available-for-sale securities are reclassified from accumulated other comprehensive loss and included in other income, net in the consolidated statements of operations and comprehensive loss. All amounts recorded were not significant in the years ended December 31, 2016, 2015 and 2014. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods and services to customers. In March, April and May 2016, the FASB issued additional updates to the new revenue standard relating to reporting revenue on a gross versus net basis, identifying performance obligations and licensing arrangements, and narrow-scope improvements and practical expedients, respectively. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is permitted for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. ASU 2014-09 provides for one of two methods of transition: retrospective application to each prior period presented; or recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. The Company does not intend to early adopt this standard and plans to use the full retrospective approach to the transition. The Company does not expect that the adoption of ASU 2014-09 will have a material impact on its consolidated financial statements. However, assuming all other revenue recognition criteria have been met, it is likely that ASU 2014-09 would require the Company to recognize revenue and cost relating to distributor sales upon product delivery, subject to estimated allowances for distributor price adjustments and rights of return. In February 2016, the FASB issued ASU No. 2016-02 (ASU 2016-02), Leases . ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability equal to the present value of the lease payments for virtually all leases not classified as short term. Consistent with current U.S. GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily depend on its classification as a finance or operating lease. The ASU also will require disclosures to provide additional qualitative and quantitative information about the amounts recorded in the financial statements. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The new standard requires a modified retrospective transition for application at the beginning of the earliest comparative period presented. The Company is currently evaluating the impact that ASU 2016-02 will have on its consolidated financial statements and related disclosures. |
The Company and Summary of Si22
The Company and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
The Company and Summary of Significant Accounting Policies | |
Schedule of securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive. | The following table sets forth securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): December 31, December 31, December 31, 2016 2015 2014 Options outstanding to purchase common stock Employee stock purchase plan Unvested restricted common stock units Convertible debt — — Total |
Consolidated Balance Sheets a23
Consolidated Balance Sheets and Statements of Operations and Comprehensive Loss Components (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Consolidated Balance Sheets and Statements of Operations and Comprehensive Loss Components | |
Schedule of inventory prepaid expenses and other current assets and property and equipment | December 31, 2016 2015 (in thousands) Inventories: Work-in-process $ $ Finished goods $ $ Prepaid expenses and other: Prepaid software $ $ Prepaid insurance Interest receivable Prepaid expenses and other $ $ Property and equipment, net: Equipment, furniture and fixtures and leasehold improvements $ $ Acquired software Less: Accumulated depreciation and amortization $ $ |
Schedule of identifiable intangible assets | Identifiable intangible assets were (dollar amounts in thousands): December 31, 2016 Gross Net Life Carrying Accumulated Carrying (years) Amount Amortization Amount Patent license $ $ $ December 31, 2015 Gross Net Life Carrying Accumulated Carrying (years) Amount Amortization Amount Patent license $ $ $ |
Schedule of accrued expenses and other | December 31, 2016 2015 (in thousands) Accrued wages and employee benefits $ $ IC development and wafer costs Interest payable — Professional fees and consulting Deferred revenue Employee stock purchase plan withholdings Capital lease obligation — Other $ $ |
Fair Value of Financial Instr24
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Instruments | |
Schedule of estimated fair values of financial instruments outstanding | The estimated fair values of financial instruments outstanding were (in thousands): December 31, 2016 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ $ — $ — $ Short-term investments: U.S. government-sponsored enterprise bonds $ $ — $ — $ Corporate notes — — Total short-term investments $ $ — $ — $ December 31, 2015 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ $ — $ — $ Short-term investments: U.S. government-sponsored enterprise bonds $ $ — $ — $ Municipal bonds — — Corporate notes — Total short-term investments $ $ — $ $ |
Schedule of estimated fair values of available-for-sale securities with unrealized losses | The estimated fair values of available-for-sale securities with unrealized losses as of December 31, 2015 were (in thousands): December 31, 2015 Unrealized Fair Cost Losses Value Short-term investments: Corporate notes $ $ $ Total short-term investments $ $ $ |
Schedule of fair value hierarchy for financial assets (cash equivalents and investments) | The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) as of December 31, 2016 and 2015 (in thousands): December 31, 2016 Fair Value Level 1 Level 2 Level 3 Money market funds $ $ $ — $ — U.S. government-sponsored enterprise bonds — — Municipal bonds — — Corporate notes — — Total assets $ $ $ $ — December 31, 2015 Fair Value Level 1 Level 2 Level 3 Money market funds $ $ $ — $ — U.S. government-sponsored enterprise bonds — — Municipal bonds — — Corporate notes — — Certificates of deposit — — Total assets $ $ $ $ — |
Schedule of cost and fair value of investments based on maturity groups | Cost and fair value of investments based on two maturity groups were (in thousands): December 31, 2016 Unrealized Unrealized Fair Cost Gains Losses Value Due within 1 year $ $ — $ — $ December 31, 2015 Unrealized Unrealized Fair Cost Gains Losses Value Due within 1 year $ $ — $ $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Provision | |
Schedule of income tax provision (benefit) | The income tax provision consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Current portion: Federal $ — $ — $ — State Foreign $ $ $ |
Schedule of significant components of the Company's deferred tax assets and liabilities | Significant components of the Company’s deferred tax assets and liabilities were (in thousands): December 31, 2016 2015 Deferred tax assets: Federal and state loss carryforwards $ $ Reserves, accruals and other Depreciation and amortization Deferred stock-based compensation Research and development credit carryforwards Foreign tax and other credits Total deferred tax assets Deferred tax liabilities: Acquired intangible assets and other Less: Valuation allowance Net deferred tax assets $ — $ — |
Schedule of reconciliation of income taxes provided at the federal statutory rate (35%) to actual income tax provision (benefit) | A reconciliation of income taxes provided at the federal statutory rate (35%) to the actual income tax provision follows (in thousands): Year Ended December 31, 2016 2015 2014 Income tax benefit computed at U.S. statutory rate $ $ $ State income tax (net of federal benefit) Foreign income tax at rate different from U.S. statutory rate Research and development credits Stock-based compensation Amortization of intangible assets Goodwill impairment — — Valuation allowance changes affecting tax provision Other Income tax provision $ $ $ |
Schedule of domestic and foreign components of (loss) income before income tax provision | The domestic and foreign components of (loss) income before income tax provision were (in thousands): Year Ended December 31, 2016 2015 2014 U.S. $ $ $ Non-U.S $ $ $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Compensation | |
Schedule of assumptions used in estimation of fair value of the share-based payment awards on the grant date | Year Ended December 31, Employee stock options: 2016 2015 2014 Risk-free interest rate 1% - 2.1% 0.6% -1.7% 1.3% - 1.7% Volatility 61.4% - 65.0% 55.7% - 59.3% 53.7% - 57.5% Expected life (years) 3.0 - 5.0 3.0 - 5.0 4.0 - 5.0 Dividend yield 0% 0% 0% |
Summary of option and RSU activity under Amended and Restated 2000 Stock Option and Equity Incentive Plan and Amended and Restated 2010 Equity Incentive Plan | A summary of option activity under the Plans is presented below (in thousands, except exercise price): Options outstanding Weighted Shares Average Available Number of Exercise for Grant Shares Prices Balance at January 1, 2014 $ Additional shares authorized under the Amended 2010 Plan — — Restricted stock units granted — — Options granted $ Options cancelled and returned to Plan $ Options exercised — $ Options expired — $ Balance at December 31, 2014 $ Additional shares authorized under the Amended 2010 Plan — — Restricted stock units cancelled and returned to Plan — — Options granted $ Options cancelled and returned to Plan $ Options exercised — $ Options expired — $ Balance at December 31, 2015 $ Additional shares authorized under the Amended 2010 Plan — — Restricted stock units granted — — Restricted stock units cancelled and returned to Plan — — Options granted $ Options cancelled and returned to Plan $ Options cancelled and expired — $ Balance at December 31, 2016 $ |
Summary of the inducement grant option activity | A summary of the inducement grant option activity is presented below (in thousands, except exercise price): Options Outstanding Weighted Average Number of Exercise Shares Prices Balance at January 1, 2014 $ Granted $ Exercised $ Expired $ Balance at December 31, 2014 $ Exercised $ Expired $ Balance at December 31, 2015 $ Cancelled $ Balance at December 31, 2016 — $ — |
Summary of RSU activity under the Plans | A summary of restricted stock unit activity under the Plans is presented below (in thousands, except fair value): Weighted Average Number of Grant-Date Shares Fair Value Non-vested shares at January 1, 2014 $ Granted $ Vested $ Cancelled — $ Non-vested shares at December 31, 2014 $ Vested $ Cancelled $ Non-vested shares at December 31, 2015 $ Granted $ Vested $ Cancelled $ Non-vested shares at December 31, 2016 $ |
Summary of significant ranges of outstanding and exercisable options | The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2016 (in thousands, except contractual life and exercise price): Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Contractual Average Average Aggregate Number Life Exercise Number Exercise Intrinsic Range of Exercise Price Outstanding (in Years) Price Exercisable Price value $3.80 - $7.19 $ $ $7.20 - $16.99 $ $ $17.00 - $30.99 $ $ $31-00 - $54.29 $ $ $54.30 - $61.09 $ $ $61.10 - $61.10 $ $ $3.80 - $61.10 $ $ $ — Vested and expected to vest $ $ — Exercisable $ $ — |
Business Segments, Concentrat27
Business Segments, Concentration of Credit Risk and Significant Customers (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Segments, Concentration of Credit Risk and Significant Customers | |
Schedule of revenue from licensing technologies and shipment of ICs to customers by geographical location: | The Company recognized revenue from licensing of its technologies and shipment of ICs to customers in North America, Asia and Europe as follows (in thousands): Year Ended December 31, 2016 2015 2014 North America $ $ $ Japan Taiwan Rest of world Total net revenue $ $ $ |
Schedule of customers who accounted for at least 10% of total net revenue | Customers who accounted for at least 10% of total net revenues were: Years Ended December 31, 2016 2015 2014 Customer A % * Customer B % % % Customer C % % % Customer D * * % * |
Schedule of net long-lived assets (property and equipment), classified by major geographic areas | Net long-lived assets (property and equipment), classified by major geographic areas, was (in thousands): December 31, 2016 2015 (in thousands) U.S. $ $ Non-U.S. — Total $ $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under non-cancelable operating leases and purchase commitments | Future minimum lease payments under non-cancelable operating leases and purchase commitments are (in thousands): Operating Purchase Year ended December 31, leases commitments Total 2017 $ $ $ 2018 2019 — 2020 — 2021 — — — Total minimum payments $ $ $ |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring | |
Summary of restructuring charges | Expenses related to the restructure are included in the restructuring charges line on the condensed consolidated statements of operations and comprehensive loss and the remaining liability is included in accrued expenses and other on the condensed consolidated balance sheet consisting of (in thousands): Facility related Workforce and other reduction termination costs Total Balance as of December 31, 2015 $ — $ — $ — Restructuring charge Non-cash settlements — Cash payments Balance as of December 31, 2016 $ — $ $ |
The Company and Summary of Si30
The Company and Summary of Significant Accounting Policies (Details) | Feb. 16, 2017$ / shares | Feb. 14, 2017 | Mar. 14, 2016USD ($) | Dec. 31, 2016USD ($)GB / sitem$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares |
Number of IC product lines developed | item | 2 | |||||
Speed per second of high-speed interface technology of Bandwidth Engine ICs (in gigabits) | GB / s | 10 | |||||
Interest payments in-kind through the issuance of additional notes | $ 650,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||||
Maximum specific allowance as percentage of invoice value for problematic customer balances | 100.00% | |||||
Allowance for doubtful accounts receivable | $ 0 | $ 0 | ||||
Inventory reserves | 300,000 | |||||
Impairment of goodwill | $ 9,858,000 | |||||
Threshold purchase return percentage by distributors for slow, non-moving or obsolete inventory | 10.00% | |||||
Specified period for return of threshold percentage of purchases by distributors for slow, non-moving or obsolete inventory | 6 months | |||||
Support and maintenance revenue recognition period | 12 months | |||||
Licensing revenue | $ 0 | $ 0 | $ 155,000 | |||
Per Share Amounts | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 1,640 | 907 | 882 | |||
Options | ||||||
Per Share Amounts | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 522,000 | 839,000 | 822,000 | |||
Employee stock purchase plan | ||||||
Per Share Amounts | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 44,000 | 44,000 | 21,000 | |||
Unvested restricted common stock units | ||||||
Per Share Amounts | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 148,000 | 24,000 | 39,000 | |||
Convertible debt | ||||||
Per Share Amounts | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 926,000 | |||||
Subsequent Event | ||||||
Reverse stock split | 10 | 10 | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||||
Senior Secured Convertible Notes due August 15 2018 | ||||||
Stated interest rate (as a percent) | 10.00% | |||||
Aggregate principal amount | $ 8,000,000 | |||||
Interest payments in-kind through the issuance of additional notes | 800,000 | |||||
Maximum amount of indebtedness subordinated by security interest and cash payment rights under debt instruments | $ 5,000,000 | |||||
Minimum | ||||||
Estimated useful lives | 3 years | |||||
Life | 3 years | |||||
Maximum | ||||||
Estimated useful lives | 5 years | |||||
Life | 7 years |
Consolidated Balance Sheets a31
Consolidated Balance Sheets and Statements of Operations and Comprehensive Loss Components - Inventories/Prepaid/PP&E (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventories: | ||
Work-in-process | $ 1,270 | $ 1,478 |
Finished goods | 181 | 119 |
Total | 1,451 | 1,597 |
Prepaid expenses and other: | ||
Prepaid software | 250 | 287 |
Prepaid insurance | 116 | 134 |
Interest receivable | 17 | 48 |
Prepaid expenses and other | 90 | 232 |
Total | 473 | 701 |
Property and equipment, net: | ||
Property and equipment, gross | 6,210 | 5,980 |
Less: Accumulated depreciation and amortization | (4,936) | (4,350) |
Property and equipment, net | 1,274 | 1,630 |
Equipment, furniture and fixtures and leasehold improvements | ||
Property and equipment, net: | ||
Property and equipment, gross | 5,906 | 5,646 |
Acquired software | ||
Property and equipment, net: | ||
Property and equipment, gross | $ 304 | $ 334 |
Consolidated Balance Sheets a32
Consolidated Balance Sheets and Statements of Operations and Comprehensive Loss Components - Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible assets | ||
Net Carrying Value | $ 223 | $ 334 |
Estimated aggregate amortization expense to be recognized in future | ||
2,017 | 100 | |
2,018 | $ 100 | |
Minimum | ||
Intangible assets | ||
Life | 3 years | |
Maximum | ||
Intangible assets | ||
Life | 7 years | |
Patent license | ||
Intangible assets | ||
Life | 7 years | 7 years |
Gross Carrying Amount | $ 780 | $ 780 |
Accumulated Amortization | 557 | 446 |
Net Carrying Value | $ 223 | $ 334 |
Consolidated Balance Sheets a33
Consolidated Balance Sheets and Statements of Operations and Comprehensive Loss Components - Accrued Expenses/Other Income (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued expenses and other: | ||
Accrued wages and employee benefits | $ 1,051 | $ 1,076 |
IC development and wafer costs | 598 | 921 |
Interest payable | 314 | |
Professional fees and consulting | 282 | 158 |
Deferred revenue | 271 | 31 |
Employee stock purchase plan withholdings | 200 | 323 |
Capital lease obligation | 138 | |
Other | 57 | 17 |
Total | $ 2,773 | $ 2,664 |
Fair Value of Financial Instr34
Fair Value of Financial Instruments - Financial Instruments Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Estimated fair values of financial instruments | ||||
Cash and cash equivalents, cost | $ 8,766 | $ 5,640 | $ 3,110 | $ 4,364 |
Cash and cash equivalents, fair value | 8,766 | 5,640 | ||
Short-term investments. | ||||
Estimated fair values of financial instruments | ||||
Total | 1,002 | 14,614 | ||
Unrealized Losses | 16 | |||
Fair Value | 1,002 | 14,598 | ||
Short-term investments. | U.S. government-sponsored enterprise bonds | ||||
Estimated fair values of financial instruments | ||||
Total | 762 | 6,243 | ||
Fair Value | 762 | 6,243 | ||
Short-term investments. | Municipal Bonds | ||||
Estimated fair values of financial instruments | ||||
Total | 200 | |||
Fair Value | 200 | |||
Short-term investments. | Corporate notes | ||||
Estimated fair values of financial instruments | ||||
Total | 240 | 8,171 | ||
Unrealized Losses | 16 | |||
Fair Value | $ 240 | $ 8,155 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments - Securities with Unrealized Losses (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($)item | |
Available-for-sale Securities, Debt Maturities, Amortized Cost Basis, Rolling Maturity [Abstract] | ||
Available For Sale Securities, Number of Maturity Groups | item | 2 | 2 |
Due within 1 year,Cost | $ 1,002 | $ 14,614 |
Due within 1 year,Unrealized Losses | (16) | |
Due within 1 year, Fair Value | $ 1,002 | 14,598 |
Short-term investments. | ||
Estimated fair values of available-for-sale securities with unrealized losses | ||
Cost | 8,171 | |
Unrealized Losses | 16 | |
Fair value | 8,155 | |
Short-term investments. | Corporate notes | ||
Estimated fair values of available-for-sale securities with unrealized losses | ||
Cost | 8,171 | |
Unrealized Losses | 16 | |
Fair value | $ 8,155 |
Fair Value of Financial Instr36
Fair Value of Financial Instruments - Fair Value Hierarchy for Financial Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair value hierarchy for its financial assets | ||
Transfer of assets between Level 1 to Level 2 | $ 0 | $ 0 |
Transfer of assets between Level 2 to Level 1 | 0 | 0 |
Transfer of liabilities between Level 1 to Level 2 | 0 | 0 |
Transfer of liabilities between Level 2 to Level 1 | 0 | 0 |
Fair Value, Measurements, Recurring | ||
Fair value hierarchy for its financial assets | ||
Total assets | 8,358 | 18,458 |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair value hierarchy for its financial assets | ||
Available-for-sale Securities | 84 | 2,238 |
Fair Value, Measurements, Recurring | U.S. government-sponsored enterprise bonds | ||
Fair value hierarchy for its financial assets | ||
Available-for-sale Securities | 3,767 | 7,525 |
Fair Value, Measurements, Recurring | Corporate notes | ||
Fair value hierarchy for its financial assets | ||
Available-for-sale Securities | 480 | 8,255 |
Fair Value, Measurements, Recurring | Municipal Bonds | ||
Fair value hierarchy for its financial assets | ||
Available-for-sale Securities | 4,027 | 200 |
Fair Value, Measurements, Recurring | Certificates of deposit | ||
Fair value hierarchy for its financial assets | ||
Available-for-sale Securities | 240 | |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair value hierarchy for its financial assets | ||
Total assets | 84 | 2,238 |
Fair Value, Measurements, Recurring | Level 1 | Money market funds | ||
Fair value hierarchy for its financial assets | ||
Available-for-sale Securities | 84 | 2,238 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair value hierarchy for its financial assets | ||
Total assets | 8,274 | 16,220 |
Fair Value, Measurements, Recurring | Level 2 | U.S. government-sponsored enterprise bonds | ||
Fair value hierarchy for its financial assets | ||
Available-for-sale Securities | 3,767 | 7,525 |
Fair Value, Measurements, Recurring | Level 2 | Corporate notes | ||
Fair value hierarchy for its financial assets | ||
Available-for-sale Securities | 480 | 8,255 |
Fair Value, Measurements, Recurring | Level 2 | Municipal Bonds | ||
Fair value hierarchy for its financial assets | ||
Available-for-sale Securities | $ 4,027 | 200 |
Fair Value, Measurements, Recurring | Level 2 | Certificates of deposit | ||
Fair value hierarchy for its financial assets | ||
Available-for-sale Securities | $ 240 |
Income Taxes - Current_Deferred
Income Taxes - Current/Deferred (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income tax provision, Current portion: | |||
State | $ 3 | $ 3 | $ 3 |
Foreign | 42 | 83 | 104 |
Income tax provision | 45 | 86 | $ 107 |
Deferred tax assets: | |||
Federal and state loss carryforwards | 68,829 | 60,831 | |
Reserves, accruals and other | 519 | 761 | |
Depreciation and amortization | 1,718 | 1,304 | |
Deferred stock-based compensation | 4,287 | 4,504 | |
Research and development credit carryforwards | 13,867 | 12,886 | |
Foreign tax and other credits | 536 | 1,131 | |
Total deferred tax assets | 89,756 | 81,417 | |
Deferred tax liabilities: | |||
Acquired intangible assets and other | 328 | 1,781 | |
Less: Valuation allowance | (89,428) | (79,636) | |
Net deferred tax assets | 0 | 0 | |
Increase in valuation allowance during the year | 9,800 | $ 12,900 | |
Federal | |||
Net operating loss carryforwards | |||
Net operating loss carryforwards, amount | 184,100 | ||
Net operating loss related to excess tax benefits from stock-based compensation that will be charged to additional paid-in capital when realized | 5,700 | ||
State | |||
Net operating loss carryforwards | |||
Net operating loss carryforwards, amount | 116,500 | ||
Net operating loss related to excess tax benefits from stock-based compensation that will be charged to additional paid-in capital when realized | $ 4,800 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Tax credit carryforwards | |||
Undistributed earnings of foreign subsidiaries | $ 1,000 | ||
Reconciliation of income taxes provided at the federal statutory rate (35%) to actual income tax provision (benefit) | |||
Federal statutory rate | 35.00% | ||
Income tax benefit computed at U.S. statutory rate | $ (11,229) | $ (10,989) | $ (11,401) |
State income tax (net of federal benefit) | 3 | 3 | 3 |
Foreign income tax at rate different from U.S. statutory rate | (7) | (15) | (12) |
Research and development credits | (981) | (1,580) | (1,614) |
Stock-based compensation | 75 | 123 | 130 |
Amortization of intangible assets | (100) | (100) | (100) |
Goodwill impairment | 1,856 | ||
Valuation allowance changes affecting tax provision | 10,022 | 12,588 | 13,027 |
Other | 406 | 56 | 74 |
Income tax provision | 45 | 86 | 107 |
Domestic and foreign components of income (loss) before income tax provision (benefit) | |||
U.S. | (31,115) | (31,580) | (32,735) |
Non-U.S. | (888) | 183 | 160 |
Loss before income taxes | (32,003) | $ (31,397) | $ (32,575) |
Federal | |||
Tax credit carryforwards | |||
Foreign tax credit carryforward that began expiring in 2016 | 300 | ||
Research and development | Federal | |||
Tax credit carryforwards | |||
Tax credit carryforwards with expiration | 8,800 | ||
Research and development | State | |||
Tax credit carryforwards | |||
Tax credit carryforwards without expiration | $ 7,800 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | Aug. 31, 2016USD ($)shares | Aug. 23, 2016USD ($)$ / sharesshares | Feb. 29, 2016USD ($)shares | Jan. 01, 2016shares | May 31, 2015shares | Jun. 30, 2014shares | Jun. 30, 2010USD ($)itemshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Options expired in relation to the Offer | 456,995 | ||||||||||
Shares issued in Replacement Offering | 334,027 | ||||||||||
Shares eligible for purchase via options | 113,531 | ||||||||||
Weighted-average exercise price (in dollars per share) | $ / shares | $ 7.20 | ||||||||||
Vesting period of replacement options | 3 years | ||||||||||
Incremental charge resulting from the plan modification | $ | $ 926,000 | ||||||||||
Amortization period of incremental charge | 3 years | ||||||||||
Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Unamortized compensation cost, net of expected forfeitures | $ | $ 2,600,000 | ||||||||||
Weighted average expected period over which the expense is to be recognized | 2 years 7 months 6 days | ||||||||||
Fair value of vested options and awards | $ | $ 2,000,000 | ||||||||||
Tax benefits associated with exercise of stock options | $ | 0 | $ 0 | $ 0 | ||||||||
Intrinsic value of awards exercised | $ | 0 | $ 300,000 | $ 800,000 | ||||||||
RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Unamortized compensation cost, net of expected forfeitures | $ | $ 600,000 | ||||||||||
Weighted average expected period over which the expense is to be recognized | 2 years | ||||||||||
Employee stock purchase plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Number of shares reserved for issuance | 200,000 | ||||||||||
Increase in number of shares reserved for issuance | 200,000 | ||||||||||
Number of offering periods | item | 2 | ||||||||||
Offering period | 6 months | ||||||||||
Purchase price to be paid by participants as a percentage of price per share either at the beginning or the end of each six-month offering period, whichever is less | 85.00% | ||||||||||
Shares of common stock issued under the plan | 31,900 | 37,300 | |||||||||
Aggregate purchase price of shares issued | $ | $ 167,000 | $ 197,000 | |||||||||
Shares authorized and unissued | 150,000 | ||||||||||
Employee stock purchase plan | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Maximum amount of shares that eligible employee may purchase annually (in dollars) | $ | $ 25,000 | ||||||||||
Inducement Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Stock options exercised | 52,000 | 7,000 | |||||||||
Weighted-average exercise price (in dollars per share) | $ / shares | $ 43.74 | $ 36.78 | $ 44.23 | ||||||||
Number of shares outstanding | 164,000 | 223,000 | 318,000 | ||||||||
Equity Incentive Plan2010 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Term of Plan | 10 years | ||||||||||
Number of shares reserved for issuance | 400,000 | ||||||||||
Increase in number of shares reserved for issuance | 50,000 | ||||||||||
Equity Incentive Plan2010 [Member] | Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Maximum annual option grants or other awards to the entity's non-employee directors (in shares) | 4,000 | ||||||||||
Maximum one-time grant of an option or other awards to the entitiy's non employee directors (in shares) | 12,000 | ||||||||||
Maximum term of options granted | 10 years | ||||||||||
Minimum percentage of voting rights required for applicability of a specific expriation term | 10.00% | ||||||||||
Maximum expiration term of options granted | 5 years | ||||||||||
Vesting period of replacement options | 4 years | ||||||||||
Increase in number of shares reserved for issuance | 150,000 | 50,000 | 50,000 | 200,000 | |||||||
Equity Incentive Plan2010 [Member] | Options | Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Term of Plan | 6 years | ||||||||||
Equity Incentive Plan2010 [Member] | Options | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Term of Plan | 10 years | ||||||||||
Amended 2000 Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Shares authorized and unissued | 0 | ||||||||||
Mosy Plans [Member] | Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Stock options exercised | 8,000 | 41,000 | |||||||||
Options expired in relation to the Offer | 58,000 | ||||||||||
Shares issued in Replacement Offering | 384,000 | 154,000 | 17,000 | ||||||||
Weighted-average exercise price (in dollars per share) | $ / shares | $ 13.88 | $ 35.14 | $ 38.73 | $ 38.64 | |||||||
Shares authorized and unissued | 114,000 | 106,000 | 176,000 | 42,000 | |||||||
Number of shares outstanding | 522,000 | 675,000 | 599,000 | 672,000 | |||||||
Mosy Plans [Member] | RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract] | |||||||||||
Total intrinsic value of the restricted stock units outstanding | $ | $ 300,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Option and RSU Activity (Details) - $ / shares | Aug. 23, 2016 | Jan. 01, 2016 | Jun. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Shares Available for Grant | |||||||
Options granted (in shares) | (334,027) | ||||||
Number of Shares | |||||||
Options cancelled and expired (in shares) | (456,995) | ||||||
Weighted Average Exercise Prices | |||||||
Weighted-average exercise price (in dollars per share) | $ 7.20 | ||||||
Equity Incentive Plan2010 [Member] | |||||||
Shares Available for Grant | |||||||
Additional shares authorized | 50,000 | ||||||
Inducement Stock Options | |||||||
Shares Available for Grant | |||||||
Options expired (in shares) | (7,000) | (129,000) | |||||
Number of Shares | |||||||
Balance at the beginning of the period (in shares) | 164,000 | 164,000 | 223,000 | 318,000 | |||
Options granted (in shares) | 41,000 | ||||||
Options cancelled (in shares) | (164,000) | ||||||
Options exercised (in shares) | (52,000) | (7,000) | |||||
Options expired (in shares) | (7,000) | (129,000) | |||||
Balance at the end of the period (in shares) | 164,000 | 223,000 | |||||
Weighted Average Exercise Prices | |||||||
Weighted-average exercise price (in dollars per share) | $ 43.74 | $ 36.78 | $ 44.23 | ||||
Options granted (in dollars per share) | 36.80 | ||||||
Options exercised (in dollars per share) | 15.48 | 25.87 | |||||
Options expired (in dollars per share) | $ 31.79 | $ 55.75 | |||||
Options cancelled (in dollars per share) | $ 43.74 | ||||||
Options | Mosy Plans [Member] | |||||||
Shares Available for Grant | |||||||
Balance at the beginning of the year (in shares) | 106,000 | 106,000 | 176,000 | 42,000 | |||
Restricted stock units granted (in shares) | (144,000) | (50,000) | |||||
Restricted stock units cancelled (in shares) | 7,000 | 2,000 | |||||
Options granted (in shares) | (384,000) | (154,000) | (17,000) | ||||
Options cancelled (in shares) | 479,000 | 70,000 | 49,000 | ||||
Options expired (in shares) | (38,000) | (48,000) | |||||
Balance at the end of the year (in shares) | 114,000 | 106,000 | 176,000 | ||||
Number of Shares | |||||||
Balance at the beginning of the period (in shares) | 675,000 | 675,000 | 599,000 | 672,000 | |||
Options granted (in shares) | 384,000 | 154,000 | 17,000 | ||||
Options cancelled (in shares) | (479,000) | (70,000) | (49,000) | ||||
Options cancelled and expired (in shares) | (58,000) | ||||||
Options exercised (in shares) | (8,000) | (41,000) | |||||
Options expired (in shares) | (38,000) | (48,000) | |||||
Balance at the end of the period (in shares) | 522,000 | 675,000 | 599,000 | ||||
Weighted Average Exercise Prices | |||||||
Weighted-average exercise price (in dollars per share) | $ 13.88 | $ 35.14 | $ 38.73 | $ 38.64 | |||
Options granted (in dollars per share) | (6.96) | 20.22 | 35.34 | ||||
Options exercised (in dollars per share) | 16.37 | 30.64 | |||||
Options expired (in dollars per share) | 44.80 | 32 | 43.20 | ||||
Options cancelled (in dollars per share) | $ 35.64 | $ 35.23 | $ 43.08 | ||||
Options | Equity Incentive Plan2010 [Member] | |||||||
Shares Available for Grant | |||||||
Additional shares authorized | 150,000 | 50,000 | 50,000 | 200,000 |
Stock-Based Compensation - Su41
Stock-Based Compensation - Summary of RSU Activity (Details) - Mosy Plans [Member] - RSU's - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Shares | ||||
Non-vested shares at the beginning of the year | 24 | 39 | 2 | |
Vested (in shares) | (12) | (13) | (13) | |
Granted (in shares) | 144 | 50 | ||
Cancelled (in shares) | (8) | (2) | ||
Non-vested shares at the end of the period | 148 | 24 | 39 | |
Weighted Average Grant-Date Fair Value | ||||
Weighted average grant date fair value | $ 8.13 | $ 46.17 | $ 46.11 | $ 44.60 |
Vested (in dollars per share) | 46.06 | 45.97 | 45.83 | |
Granted (in dollars per share) | 5.30 | 46.11 | ||
Cancelled (in dollars per share) | $ 15.67 | $ 46.20 | $ 46.20 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - Options | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Assumptions used in estimation of fair value of the share-based payment awards on the grant date | |||
Risk-free interest rate, minimum (as a percent) | 1.00% | 0.60% | 1.30% |
Risk-free interest rate, maximum (as a percent) | 2.10% | 1.70% | 1.70% |
Volatility, minimum (as a percent) | 61.40% | 55.70% | 53.70% |
Volatility, maximum (as a percent) | 65.00% | 59.30% | 57.50% |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Minimum | |||
Assumptions used in estimation of fair value of the share-based payment awards on the grant date | |||
Expected life | 3 years | 3 years | 4 years |
Maximum | |||
Assumptions used in estimation of fair value of the share-based payment awards on the grant date | |||
Expected life | 5 years | 5 years | 5 years |
Stock-Based Compensation - Rang
Stock-Based Compensation - Ranges of Outstanding and Exercisable Options (Details) - Options shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Options Outstanding | |
Vested and expected to vest, Number Outstanding | shares | 522 |
Vested and expected to vest, Weighted Average Remaining Contractual Life (in Years) | 7 years 9 months 26 days |
Vested and expected to vest, Weighted Average Exercise Price | $ 14.34 |
Exercisable, Number Outstanding | shares | 177 |
Exercisable, Weighted Average Remaining Contractual Life | 5 years 4 months 17 days |
Exercisable, Weighted Average Exercise Price | $ 25.83 |
$3.80 - $7.19 | |
Exercise price range | |
Lower range limit (in dollars per share) | 3.80 |
Upper range limit (in dollars per share) | $ 7.19 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 45 |
Weighted Average Remaining Contractual Life | 8 years 8 months 5 days |
Weighted Average Exercise Price (in dollars per share) | $ 5.12 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 8 |
Weighted Average Exercise Price (in dollars per share) | $ 5.30 |
$7.20 - $16.99 | |
Exercise price range | |
Lower range limit (in dollars per share) | 7.20 |
Upper range limit (in dollars per share) | $ 16.99 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 325 |
Weighted Average Remaining Contractual Life | 9 years 4 months 21 days |
Weighted Average Exercise Price (in dollars per share) | $ 7.20 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 36 |
Weighted Average Exercise Price (in dollars per share) | $ 7.20 |
$17.00 - $30.99 | |
Exercise price range | |
Lower range limit (in dollars per share) | 17 |
Upper range limit (in dollars per share) | $ 30.99 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 84 |
Weighted Average Remaining Contractual Life | 6 years 3 months 29 days |
Weighted Average Exercise Price (in dollars per share) | $ 22.39 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 66 |
Weighted Average Exercise Price (in dollars per share) | $ 22.92 |
$31-00 - $54.29 | |
Exercise price range | |
Upper range limit (in dollars per share) | $ 54.29 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 58 |
Weighted Average Remaining Contractual Life | 2 years 8 months 19 days |
Weighted Average Exercise Price (in dollars per share) | $ 38.41 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 57 |
Weighted Average Exercise Price (in dollars per share) | $ 38.32 |
$54.30 - $61.09 | |
Exercise price range | |
Lower range limit (in dollars per share) | 54.30 |
Upper range limit (in dollars per share) | $ 61.09 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 6 |
Weighted Average Remaining Contractual Life | 6 months |
Weighted Average Exercise Price (in dollars per share) | $ 54.30 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 6 |
Weighted Average Exercise Price (in dollars per share) | $ 54.30 |
$61.10 - $61.10 | |
Exercise price range | |
Lower range limit (in dollars per share) | 61.10 |
Upper range limit (in dollars per share) | $ 61.10 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 4 |
Weighted Average Remaining Contractual Life | 3 months 26 days |
Weighted Average Exercise Price (in dollars per share) | $ 61.10 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 4 |
Weighted Average Exercise Price (in dollars per share) | $ 61.10 |
$3.80 - $61.10 | |
Exercise price range | |
Lower range limit (in dollars per share) | 3.80 |
Upper range limit (in dollars per share) | $ 61.10 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 522 |
Weighted Average Remaining Contractual Life | 7 years 9 months 26 days |
Weighted Average Exercise Price (in dollars per share) | $ 13.88 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 177 |
Weighted Average Exercise Price (in dollars per share) | $ 25.83 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | Nov. 10, 2010item$ / sharesshares | Mar. 31, 2015USD ($)itemshares | Dec. 31, 2015USD ($) |
Stockholders' Equity | |||
Number of shares of common stock issued in equity and public offering | 1,437,000 | ||
Net proceeds from issue of shares of common stock in equity and public offering | $ | $ 21,400 | $ 21,368 | |
Number of executive officers | item | 2 | ||
Shares purchased by executive officers | 40,625 | ||
Stockholder Rights Plan | |||
Number of preferred share purchase rights declared as dividend for each outstanding share of common stock | item | 1 | ||
Number of shares of Series AA Preferred Stock that a registered holder of right is entitled to purchase | 0.001 | ||
Exercise price (in dollars per one-thousandth of a share) | $ / shares | $ 4.80 | ||
Percentage of the company's common stock acquired by a third party upon which the rights become exercisable | 15.00% | ||
Minimum percentage of the company's common stock that must receive a tender offer from a third party upon which the rights become exercisable | 15.00% | ||
Beneficial ownership threshold for a holder of grandfathered stock (as a percent) | 20.00% | ||
Beneficial ownership threshold for a holder of grandfathered stock after amendment (as a percent) | 15.00% |
Retirement Savings Plan (Detail
Retirement Savings Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |||
Minimum age for eligibility to participate in the Savings Plan | 21 years | ||
Maximum contribution by the participants (as a percent) | 15.00% | ||
Matching contribution by the Company | $ 0 | $ 0 | $ 0 |
Business Segments, Concentrat46
Business Segments, Concentration of Credit Risk and Significant Customers - Segments/Concentration (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)segmentitem | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Business Segments | |||
Number of business segments | segment | 1 | ||
Number of measurements of profitability | item | 1 | ||
Total net revenue | $ 6,024 | $ 4,390 | $ 5,380 |
North America | |||
Business Segments | |||
Total net revenue | 3,816 | 2,222 | 1,485 |
Japan | |||
Business Segments | |||
Total net revenue | 1,303 | 667 | 1,961 |
Taiwan | |||
Business Segments | |||
Total net revenue | 804 | 1,396 | 1,894 |
Rest of world | |||
Business Segments | |||
Total net revenue | $ 101 | $ 105 | $ 40 |
Business Segments, Concentrat47
Business Segments, Concentration of Credit Risk and Significant Customers - Significant Customers (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)customer | Dec. 31, 2015USD ($)customer | Dec. 31, 2014 | |
Significant Customers | |||
Property and equipment, net | $ 1,274 | $ 1,630 | |
Total revenues | Customer concentration risk | Customer A | |||
Significant Customers | |||
Percentage of concentration risk | 47.00% | 34.00% | |
Total revenues | Customer concentration risk | Customer B | |||
Significant Customers | |||
Percentage of concentration risk | 21.00% | 12.00% | 31.00% |
Total revenues | Customer concentration risk | Customer C | |||
Significant Customers | |||
Percentage of concentration risk | 13.00% | 31.00% | 34.00% |
Total revenues | Customer concentration risk | Customer D | |||
Significant Customers | |||
Percentage of concentration risk | 11.00% | ||
Net accounts receivable | Credit concentration | Three customers | |||
Significant Customers | |||
Percentage of concentration risk | 94.00% | ||
Number of customers | customer | 3 | ||
Net accounts receivable | Credit concentration | One customer | |||
Significant Customers | |||
Percentage of concentration risk | 72.00% | ||
Number of customers | customer | 1 | ||
United States | |||
Significant Customers | |||
Property and equipment, net | $ 1,274 | $ 1,578 | |
Non-U.S. | |||
Significant Customers | |||
Property and equipment, net | $ 52 |
Commitments and Contingencies48
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies | |||
Rent expense | $ 783,000 | $ 798,000 | $ 802,000 |
Future minimum lease payments, Operating leases | |||
2,017 | 753,000 | ||
2,018 | 781,000 | ||
2,019 | 756,000 | ||
2,020 | 514,000 | ||
Total minimum payments | 2,804,000 | ||
Future minimum lease payments, Purchase commitments | |||
2,017 | 760,000 | ||
2,018 | 344,000 | ||
Total minimum payments | 1,104,000 | ||
Future minimum lease payments, Total | |||
2,017 | 1,513,000 | ||
2,018 | 1,125,000 | ||
2,019 | 756,000 | ||
2,020 | 514,000 | ||
Total minimum payments | $ 3,908,000 |
Restructuring (Details)
Restructuring (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016USD ($)position | Dec. 31, 2016USD ($) | |
Total termination charges | $ 700 | |
Severance benefits and other one-time termination costs | 600 | |
Cash expenditures | $ 600 | |
Restructuring charges | ||
Restructuring charge | 676 | |
Non-cash settlements | (46) | |
Cash payments | (625) | |
Balance at the end of the period | 5 | |
Workforce reduction | ||
Restructuring charges | ||
Restructuring charge | 561 | |
Cash payments | (561) | |
Facility related and other termination costs | ||
Restructuring charges | ||
Restructuring charge | 115 | |
Non-cash settlements | (46) | |
Cash payments | (64) | |
Balance at the end of the period | $ 5 | |
United States | ||
Number of positions/employees terminated | position | 12 | |
Hyderabad, India | ||
Number of positions/employees terminated | position | 18 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | Mar. 14, 2016 | Dec. 31, 2016 | Aug. 31, 2016 |
Convertible Notes | |||
Interest Expense | $ 687,000 | ||
Senior Secured Convertible Notes due August 15 2018 | |||
Convertible Notes | |||
Stated interest rate (as a percent) | 10.00% | ||
Principal amount | $ 8,000,000 | ||
Conversion price (in dollars per share) | $ 9 | ||
Minimum ownership percentage triggering event for redemption of notes | 40.00% | ||
Redemption price (as a percent) | 120.00% | ||
Minimum amount of shares issuable if prior to maturity date of debt instrument for resetting conversion price | $ 1,000,000 | ||
Maximum amount of indebtedness subordinated by security interest and cash payment rights under debt instruments | $ 5,000,000 | ||
Debt issuance costs | 100,000 | ||
Interest Expense | 37,000 | ||
Remaining unamortized debt discount | $ 100,000 | ||
Senior Secured Convertible Notes due August 15 2018 | Minimum | |||
Convertible Notes | |||
Conversion price (in dollars per share) | $ 8.50 | ||
Percentage of beneficial ownership if effective upon conversion date of debt instrument | 9.90% | ||
Senior Secured Convertible Notes due August 15 2018 | Maximum | |||
Convertible Notes | |||
Period for outstanding balance of accounts receivable has not recorded an allowance for doubtful accounts (in days) | 90 days | ||
Interest Note | |||
Convertible Notes | |||
Principal amount | $ 336,000 | ||
Conversion price (in dollars per share) | $ 8.50 | ||
Number of shares issuable if notes converted to shares of common stock | 980,649 |
Related Party Transactions (Det
Related Party Transactions (Details) - Credo - USD ($) | 1 Months Ended | 12 Months Ended |
Feb. 29, 2012 | Dec. 31, 2016 | |
Related party transactions | ||
Amount of loan provided by executive officers to related party | $ 250,000 | |
Payment made to related party | $ 4,800,000 | |
Initial amount of gross profits which will be retained by the entity | $ 3,500,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 16, 2017item$ / shares | Feb. 14, 2017 | Feb. 15, 2017USD ($) | Dec. 31, 2016$ / shares | Dec. 31, 2015$ / shares |
Subsequent Event | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Subsequent Event | |||||
Subsequent Event | |||||
Reverse stock split | 10 | 10 | |||
Exercise price, multiple factor | item | 10 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||
Subsequent Event | Interest Note 2 | |||||
Subsequent Event | |||||
Principal amount | $ | $ 420,000 |