Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Jan. 31, 2014 | Jun. 30, 2013 |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'RAMBUS INC | ' | ' |
Entity Central Index Key | '0000917273 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $838.10 |
Entity Common Stock, Shares Outstanding | ' | 113,483,805 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $338,696 | $148,984 |
Marketable securities | 48,966 | 54,346 |
Accounts receivable | 2,251 | 529 |
Prepaids and other current assets | 8,253 | 10,529 |
Deferred taxes | 205 | 788 |
Total current assets | 398,371 | 215,176 |
Intangible assets, net | 117,172 | 153,173 |
Goodwill | 116,899 | 124,969 |
Property, plant and equipment, net | 72,642 | 86,905 |
Deferred taxes, long term | 4,797 | 4,458 |
Other assets | 3,498 | 3,131 |
Total assets | 713,379 | 587,812 |
Current liabilities: | ' | ' |
Accounts payable | 7,001 | 7,918 |
Accrued salaries and benefits | 33,448 | 23,992 |
Accrued litigation expenses | 498 | 9,822 |
Convertible Notes, short-term | 164,047 | 0 |
Other accrued liabilities | 7,848 | 12,402 |
Total current liabilities | 212,842 | 54,134 |
Convertible notes, long-term | 109,629 | 147,556 |
Long-term imputed financing obligation | 39,349 | 45,919 |
Long-term income taxes payable | 6,561 | 6,533 |
Other long-term liabilities | 4,769 | 12,076 |
Total liabilities | 373,150 | 266,218 |
Commitments and contingencies (Notes 12 and 18) | ' | ' |
Stockholders’ equity: | ' | ' |
Convertible preferred stock, $.001 par value: Authorized: 5,000,000 shares; Issued and outstanding: no shares at December 31, 2013 and December 31, 2012 | 0 | 0 |
Common Stock, $.001 par value: Authorized: 500,000,000 shares; Issued and outstanding: 113,459,390 shares at December 31, 2013 and 111,525,021 shares at December 31, 2012 | 113 | 112 |
Additional paid in capital | 1,128,148 | 1,075,761 |
Accumulated deficit | -787,727 | -753,979 |
Accumulated other comprehensive loss | -305 | -300 |
Total stockholders’ equity | 340,229 | 321,594 |
Total liabilities and stockholders’ equity | $713,379 | $587,812 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Stockholders' equity: | ' | ' |
Convertible preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Convertible preferred stock, Authorized shares | 5,000,000 | 5,000,000 |
Convertible preferred stock, Issued shares | 0 | 0 |
Convertible preferred stock, outstanding shares | 0 | 0 |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, Authorized shares | 500,000,000 | 500,000,000 |
Common Stock, Issued shares | 113,459,390 | 111,525,021 |
Common Stock, outstanding shares | 113,459,390 | 111,525,021 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Revenue: | ' | ' | ' | |||
Royalties | $264,111 | $232,385 | $299,004 | |||
Contract and other revenue | 7,390 | 1,666 | 13,359 | |||
Total revenue | 271,501 | 234,051 | 312,363 | |||
Operating costs and expenses: | ' | ' | ' | |||
Cost of revenue | 33,215 | [1] | 28,372 | [1] | 24,085 | [1] |
Research and development | 117,981 | [1] | 140,503 | [1] | 115,696 | [1] |
Marketing, general and administrative | 76,448 | [1] | 112,594 | [1] | 164,131 | [1] |
Restructuring costs | 5,546 | 7,301 | 0 | |||
Impairment of goodwill and long-lived assets | 17,751 | 35,471 | 0 | |||
Gain from sale of intellectual property | -1,388 | 0 | 0 | |||
Gain from settlement | -535 | 0 | -6,200 | |||
Costs of restatement and related legal activities, net | 19 | 244 | 16,187 | |||
Total operating costs and expenses | 249,037 | 324,485 | 313,899 | |||
Operating income (loss) | 22,464 | -90,434 | -1,536 | |||
Interest income and other income (expense), net | -1,596 | 59 | 563 | |||
Interest expense | -32,885 | -27,510 | -24,828 | |||
Interest and other income (expense), net | -34,481 | -27,451 | -24,265 | |||
Loss before income taxes | -12,017 | -117,885 | -25,801 | |||
Provision for income taxes | 21,731 | 16,451 | 17,252 | |||
Net loss | ($33,748) | ($134,336) | ($43,053) | |||
Net loss per share: | ' | ' | ' | |||
Basic (in dollars per share) | ($0.30) | ($1.21) | ($0.39) | |||
Diluted (in dollars per share) | ($0.30) | ($1.21) | ($0.39) | |||
Weighted average shares used in per share calculations: | ' | ' | ' | |||
Basic (in shares) | 112,415 | 110,769 | 110,041 | |||
Diluted (in shares) | 112,415 | 110,769 | 110,041 | |||
[1] | * Includes stock-based compensation: Cost of revenue$19Â $20Â $575Research and development$6,597Â $9,546Â $10,519Marketing, general and administrative$8,365Â $12,980Â $16,902 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cost of revenue | ' | ' | ' |
Stock-based compensation | $19 | $20 | $575 |
Research and development | ' | ' | ' |
Stock-based compensation | 6,597 | 9,546 | 10,519 |
Marketing, general and administrative | ' | ' | ' |
Stock-based compensation | $8,365 | $12,980 | $16,902 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement of Other Comprehensive Income [Abstract] | ' | ' | ' |
Net loss | ($33,748) | ($134,336) | ($43,053) |
Other comprehensive income (loss): | ' | ' | ' |
Unrealized gain (loss) on marketable securities, net of tax | -5 | 89 | -27 |
Total comprehensive loss | ($33,753) | ($134,247) | ($43,080) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Gain (Loss) |
In Thousands, unless otherwise specified | |||||
Balance at Dec. 31, 2010 | $334,783 | $103 | $911,632 | ($576,590) | ($362) |
Balance (in shares) at Dec. 31, 2010 | ' | 102,676 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Net loss | -43,053 | 0 | 0 | -43,053 | 0 |
Unrealized gain (loss) on marketable securities, net of tax | -27 | 0 | 0 | 0 | -27 |
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | 10,094 | 1 | 10,093 | 0 | 0 |
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | ' | 1,371 | ' | ' | ' |
Net issuance of common stock due to CRI acquisition | 86,143 | 6 | 86,137 | 0 | 0 |
Net issuance of common stock due to CRI acquisition (in shares) | ' | 6,220 | ' | ' | ' |
Settlement of Samsung’s option related to the contingently redeemable common stock | 13,500 | 0 | 13,500 | 0 | 0 |
Stock-based compensation | 28,354 | 0 | 28,354 | 0 | 0 |
Balance at Dec. 31, 2011 | 429,794 | 110 | 1,049,716 | -619,643 | -389 |
Balance (in shares) at Dec. 31, 2011 | ' | 110,267 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Net loss | -134,336 | 0 | 0 | -134,336 | 0 |
Unrealized gain (loss) on marketable securities, net of tax | 89 | 0 | 0 | 0 | 89 |
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | 3,501 | 2 | 3,499 | 0 | 0 |
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | ' | 1,258 | ' | ' | ' |
Stock-based compensation | 22,546 | 0 | 22,546 | 0 | 0 |
Balance at Dec. 31, 2012 | 321,594 | 112 | 1,075,761 | -753,979 | -300 |
Balance (in shares) at Dec. 31, 2012 | ' | 111,525 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Net loss | -33,748 | 0 | 0 | -33,748 | ' |
Unrealized gain (loss) on marketable securities, net of tax | -5 | 0 | 0 | 0 | -5 |
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | 7,865 | 1 | 7,864 | 0 | 0 |
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | ' | 1,934 | ' | ' | ' |
Stock-based compensation | 14,981 | 0 | 14,981 | 0 | 0 |
Equity component of 1.125% convertible senior notes due 2018 | 29,542 | 0 | 29,542 | 0 | 0 |
Balance at Dec. 31, 2013 | $340,229 | $113 | $1,128,148 | ($787,727) | ($305) |
Balance (in shares) at Dec. 31, 2013 | ' | 113,459 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_STO1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (Convertible notes, 1.125% Convertible Senior Notes due 2018) | Dec. 31, 2013 | Aug. 16, 2013 |
Convertible notes | 1.125% Convertible Senior Notes due 2018 | ' | ' |
Stated Interest rate (as a percent) | 1.13% | 1.13% |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($33,748) | ($134,336) | ($43,053) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' | ' |
Stock-based compensation | 14,981 | 22,546 | 27,996 |
Depreciation | 15,451 | 13,190 | 11,894 |
Amortization of intangible assets | 28,909 | 30,345 | 20,191 |
Non-cash interest expense and amortization of convertible debt issuance costs | 19,296 | 14,695 | 12,622 |
Impairment of goodwill and long-lived assets | 17,751 | 35,471 | 0 |
Impairment of investment in non-marketable equity security | 1,400 | 0 | 0 |
Deferred tax (benefit) provision | 1,919 | 3,728 | -246 |
Non-cash restructuring | 653 | 0 | 0 |
Loss on disposal of property, plant and equipment | 364 | 8 | 0 |
Gain from sale of intellectual property | -1,388 | 0 | 0 |
Non-cash acquisition of patents | 0 | 0 | -3,000 |
Change in operating assets and liabilities, net of effects of acquisitions: | ' | ' | ' |
Accounts receivable | -1,722 | 497 | 2,714 |
Prepaids and other assets | 6,174 | 8,379 | 8,810 |
Accounts payable | -1,544 | -9,664 | 10,452 |
Accrued salaries and benefits and other accrued liabilities | -7,114 | 1,847 | -741 |
Accrued litigation expenses | -9,324 | -680 | 6,442 |
Income taxes payable | -716 | -3,522 | -1,047 |
Net cash provided by (used in) operating activities | 51,342 | -17,496 | 53,034 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of property, plant and equipment | -6,938 | -21,809 | -19,431 |
Acquisition of intangible assets | -2,656 | -1,700 | -1,210 |
Purchases of marketable securities | -125,554 | -110,716 | -173,996 |
Maturities of marketable securities | 119,600 | 183,086 | 337,880 |
Proceeds from sale of marketable securities | 11,020 | 0 | 33 |
Proceeds from sale of intellectual property and property, plant and equipment | 2,255 | 0 | 0 |
Acquisition of businesses, net of cash acquired | 0 | -46,278 | -167,381 |
Net cash provided by (used in) investing activities | -2,273 | 2,583 | -24,105 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance of convertible senior notes | 138,000 | 0 | 0 |
Issuance costs related to issuance of convertible senior notes | -3,603 | 0 | 0 |
Proceeds received from issuance of common stock under employee stock plans | 8,391 | 4,103 | 12,282 |
Payments under installment payment arrangement | -1,829 | -1,923 | -2,531 |
Principal payments against financing lease obligation | -178 | -522 | -456 |
Payment to redeem contingently redeemable common stock pursuant to the settlement agreement with Samsung | 0 | 0 | -100,000 |
Proceeds from landlord for tenant improvements | 0 | 0 | 8,800 |
Net cash provided by (used in) financing activities | 140,781 | 1,658 | -81,905 |
Effect of exchange rate changes on cash and cash equivalents | -138 | -5 | -42 |
Net increase (decrease) in cash and cash equivalents | 189,712 | -13,260 | -53,018 |
Cash and cash equivalents at beginning of year | 148,984 | 162,244 | 215,262 |
Cash and cash equivalents at end of year | 338,696 | 148,984 | 162,244 |
Cash paid during the period for: | ' | ' | ' |
Interest | 8,625 | 8,625 | 8,625 |
Income taxes, net of refunds | 18,720 | 16,384 | 16,254 |
Non-cash investing and financing activities: | ' | ' | ' |
Non-cash obligation for property, plant and equipment | 0 | 2,512 | 7,409 |
Property, plant and equipment received and accrued in accounts payable and other accrued liabilities | 5,909 | 1,709 | 3,093 |
Common stock, net, issued pursuant to acquisition | $0 | $0 | $86,143 |
Formation_and_Business_of_the_
Formation and Business of the Company | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Formation and Business of the Company | ' |
Formation and Business of the Company | |
Rambus Inc. (the “Company” or “Rambus”), the innovative technology solutions company that brings invention to market, was incorporated in California in March 1990 and reincorporated in Delaware in March 1997. In addition to licensing, the Company is creating new business opportunities through offering products and services where its goal is to perpetuate strong company operating performance and long-term stockholder value. The Company generates revenue by licensing its inventions and solutions, whether in the form of patent licensing, solutions licensing, services or products, to market-leading companies. | |
While the Company has historically focused its efforts on the development of technologies for electronics memory and chip interfaces, the Company has been expanding its portfolio of inventions and solutions to address additional markets in chip and system security as well as LED-based lighting. The Company also is exploring new areas within the semiconductor space such as computational sensing and imaging. The Company intends to continue to identify disruptions and opportunities in both traditional and new technology fields, consistent with its goal of creating great value through its innovations and to make those technologies available through both its licensing and non-licensing business models. Key to the Company's efforts, both in its current businesses and in any new area of diversification, will be hiring and retaining world-class inventors, scientists and engineers to lead the development of inventions and technology solutions for these fields of focus, and the management and business support personnel necessary to execute its plans and strategies. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
Financial Statement Presentation | |
The accompanying consolidated financial statements include the accounts of Rambus and its wholly owned subsidiaries, Rambus K.K., located in Tokyo, Japan, Cryptography Research, Inc., located in California, U.S.A., Unity Semiconductor Corporation, located in California, U.S.A., Mozaik Multimedia, Inc., located in California, U.S.A., and Rambus Ltd., located in George Town, Grand Cayman Islands, British West Indies, which includes Rambus Chip Technologies (India) Private Limited, Rambus Deutschland GmbH, located in Pforzheim, Germany, Kamiyacho IP Holdings, Rambus Korea, Inc., located in Seoul, Korea and Rambus France, located in Paris, France. In addition, Rambus International Ltd. and Rambus Delaware LLC are also subsidiaries. All intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. Investments in entities with less than 20% ownership by Rambus and in which Rambus does not have the ability to significantly influence the operations of the investee are accounted for using the cost method and are included in other assets. | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Reclassifications | |
Certain prior year balances were reclassified to conform to the current year’s presentation. None of these reclassifications had an impact on reported net income (loss) or cash flows for any of the periods presented. | |
Revenue Recognition | |
Overview | |
Rambus recognizes revenue when persuasive evidence of an arrangement exists, Rambus has delivered the product or performed the service, the fee is fixed or determinable and collection is reasonably assured. If any of these criteria are not met, Rambus defers recognizing the revenue until such time as all criteria are met. Determination of whether or not these criteria have been met may require the Company to make judgments, assumptions and estimates based upon current information and historical experience. | |
Certain revenue contracts consist of service fees associated with integration of Rambus' solutions into its customers’ products and fees associated with providing training, evaluation and test equipment to its customers. Under the accounting guidance, if the deliverables have standalone value upon delivery, Rambus accounts for each deliverable separately. When multiple deliverables included in an arrangement are separated into different units of accounting, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. Rambus determines the relative selling price for a deliverable based on its best estimate of selling price (“BESP”). Rambus has determined that vendor-specific objective evidence of selling price for each deliverable is not available as there lacks a consistent number of standalone sales and third-party evidence is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. Rambus determined BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include discounting practices, the size and volume of transactions, the customer demographic, the geographic area where services are sold, price lists, go-to-market strategy, historical standalone sales and contract prices. The determination of BESP is made through consultation with and approval by management, taking into consideration the go-to-market strategy. As the go-to-market strategies evolve, Rambus may modify its pricing practices in the future, which could result in changes in relative selling prices. In most cases, the relative values of the undelivered components are not material to the overall arrangement and are typically delivered within twelve months after the core product has been delivered. In such agreements, selling price is determined for each component and any difference between the total of the separate BESP and total contract consideration (i.e. discount) is allocated pro-rata across each of the components in the arrangement. | |
During 2013, the Company expanded its business strategy of monetizing its patent portfolio to include the sale of selected intellectual property. The Company's Memory and Interface Division ("MID") business continues to grow its patent portfolio and actively engage with various external parties to monetize the patent portfolio and explore new revenue opportunities. As the sales of such patents developed by the MID business unit under this expanded strategy represents a component of the Company's ongoing major or central operations, the Company records the related proceeds as revenue. As patent sales executed under this expanded strategy represent a component of the Company's ongoing major or central operations and activities, it will record the related proceeds as revenue. The Company will recognize the revenue when there is persuasive evidence of a sales arrangement, fees are fixed or determinable, delivery has occurred and collectibility is reasonably assured. These requirements are generally fulfilled upon closing of the patent sale transaction. | |
Rambus’ revenue consists of royalty revenue and contract and other revenue derived from MID, Cryptography Research Inc. ("CRI") and Lighting and Display Technologies ("LDT") operating segments. Royalty revenue consists of patent license and solutions license royalties. Contract and other revenue consists of fixed license fees, fixed engineering fees and service fees associated with integration of Rambus’ technology solutions into its customers’ products as well as sale of LED edge-lit products. | |
Royalty Revenue | |
Rambus recognizes royalty revenue upon notification by its customers and when deemed collectible. The terms of the royalty agreements generally either require customers to give Rambus notification and to pay the royalties within a specified period or are based on a fixed royalty that is due within a specified period. Many of Rambus’ customers have the right to cancel their licenses. In such arrangements, revenue is only recognized to the extent that is consistent with the cancellation provisions. Cancellation provisions within such contracts generally provide for a prospective cancellation with no refund of fees already remitted by customers for products provided and payment for services rendered prior to the date of cancellation. Rambus has two types of royalty revenue: (1) patent license royalties and (2) solutions license royalties. | |
Patent licenses - Rambus licenses its broad portfolio of patented inventions to companies who use these inventions in the development and manufacture of their own products. Such licensing agreements may cover the license of part, or all, of Rambus' patent portfolio. The contractual terms of the agreements generally provide for payments over an extended period of time. For the licensing agreements with fixed royalty payments, Rambus generally recognizes revenue from these arrangements as amounts become due. For the licensing agreements with variable royalty payments which can be based on either a percentage of sales or number of units sold, Rambus earns royalties at the time that the customers’ sales occur. Rambus’ customers, however, do not report and pay royalties owed for sales in any given quarter until after the conclusion of that quarter. As Rambus is unable to estimate the customers’ sales in any given quarter to determine the royalties due to Rambus, it recognizes royalty revenues based on royalties reported by customers during the quarter and when other revenue recognition criteria are met. | |
In addition, Rambus may enter into certain settlements of patent infringement disputes. The amount of consideration received upon any settlement (including but not limited to past royalty payments, future royalty payments and punitive damages) is allocated to each element of the settlement based on the fair value of each element. In addition, revenues related to past royalties are recognized upon execution of the agreement by both parties, provided that the amounts are fixed or determinable, there are no significant undelivered obligations and collectability is reasonably assured. Rambus does not recognize any revenues prior to execution of the agreement since there is no reliable basis on which it can estimate the amounts for royalties related to previous periods or assess collectability. Elements that are related to royalty revenue in nature (including but not limited to past royalty payments and future royalty payments) will be recorded as royalty revenue in the consolidated statements of operations. Elements that are not related to royalty revenue in nature (including but not limited to punitive damage and settlement) will be recorded as gain from settlement which is reflected as a separate line item within the operating expenses section in the consolidated statements of operations. | |
Solutions licenses - Rambus develops proprietary and industry-standard products that it provides to its customers under solutions license agreements. These arrangements include royalties, which can be based on either a percentage of sales or number of units sold. Rambus earns royalties on such licensed products sold worldwide by its customers at the time that the customers’ sales occur. Rambus’ customers, however, do not report and pay royalties owed for sales in any given quarter until after the conclusion of that quarter. As Rambus is unable to estimate the customers’ sales in any given quarter to determine the royalties due to Rambus, it recognizes royalty revenues based on royalties reported by customers during the quarter and when other revenue recognition criteria are met. | |
Contract and Other Revenue | |
Rambus recognizes revenue from the sale of LED edge-lit products when risk of loss and title have transferred to customers, provided all other revenue recognition criteria have been met. Revenue from distributors is recognized on the shipment or delivery of the related products, provided all other revenue recognition criteria have been met. The Company's agreements with these distributors have terms which are generally consistent with the standard terms and conditions for the sale of the Company's products to end users, and do not provide for product rotation or pricing allowances. The Company accrues for sales returns and warranty based on the standard market experience, none of which are currently material. | |
Rambus generally recognizes revenue using percentage of completion for development contracts related to licenses of its solutions that involve significant engineering and integration services. For agreements accounted for using the percentage-of-completion method, Rambus determines progress to completion using input measures based upon contract costs incurred. | |
Goodwill | |
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. Goodwill is not subject to amortization, but is subject to at least an annual assessment for impairment, applying a fair-value based test. The Company performs its impairment analysis of goodwill on an annual basis during the fourth quarter of the year unless conditions arise that warrant a more frequent evaluation. | |
Goodwill is allocated to the various reporting units which are generally operating segments. The goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. The fair values of the reporting units are estimated using an income or discounted cash flows approach. | |
Under the income approach, the Company measures fair value of the reporting unit based on a projected cash flow method using a discount rate determined by its management which is commensurate with the risk inherent in its current business model. The Company’s discounted cash flow projections are based on its annual financial forecasts developed internally by management for use in managing its business. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired by a market participant in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. | |
In the third quarter of 2013, the Company performed an interim goodwill impairment analysis due to the curtailment of operations for its Mobile Technology Division ("MTD") reporting unit which resulted in an impairment of all of the MTD reporting unit's goodwill. See Note 6, "Intangible Assets and Goodwill" for further details. The Company also performed its annual goodwill impairment analysis as of December 31, 2013 and determined that the fair value of the reporting units with goodwill exceeded their carrying values. | |
Intangible Assets | |
Intangible assets are comprised of existing technology, customer contracts and contractual relationships, and other intangible assets. Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are estimated by management based on the fair value of assets received. Identifiable intangible assets are being amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from 1 to 10 years. | |
Property, Plant and Equipment | |
Property, plant and equipment includes computer equipment, computer software, machinery, leasehold improvements, furniture and fixtures and buildings. Computer equipment, computer software, machinery and furniture and fixtures are stated at cost and generally depreciated on a straight-line basis over an estimated useful life of 3, 3 to 5, 7 and 3 years, respectively. The Company undertook a series of structural improvements to ready the Sunnyvale and Brecksville facilities for its use. The Company concluded that its requirement to fund construction costs and responsibility for cost overruns resulted in the Company being considered the owner of the buildings during the construction period for accounting purposes. Upon completion of construction, the Company concluded that it retained sufficient continuing involvement to preclude de-recognition of the buildings under the Financial Accounting Standards Board ("FASB") authoritative guidance applicable to sale leaseback for real estate. As such, the Company continues to account for the buildings as owned real estate and to record an imputed financing obligation for its obligation to the legal owners. The buildings will be depreciated on a straight-line basis over an estimated useful life of approximately 39 years. See Note 10, “Balance Sheet Details,” and Note 12, “Commitments and Contingencies,” for additional details. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the initial terms of the leases. Upon disposal, assets and related accumulated depreciation are removed from the accounts and the related gain or loss is included in the results from operations. | |
Long-lived Asset Impairment | |
The Company evaluates long-lived assets (including property, plant and equipment and intangible assets) for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The carrying value is not recoverable if it exceeds the undiscounted cash flows resulting from the use of the asset group and its eventual disposition. The Company’s estimates of future cash flows attributable to its long-lived asset groups require significant judgment based on its historical and anticipated results and are subject to many factors. Factors that the Company considers important which could trigger an impairment review include significant negative industry or economic trends, significant loss of clients, and significant changes in the manner of its use of the acquired assets or the strategy for its overall business. | |
When the Company determines that the carrying value of the long-lived asset groups may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company measures the potential impairment based on a projected discounted cash flow method using a discount rate determined by the Company to be commensurate with the risk inherent in the Company’s current business model. An impairment loss is recognized only if the carrying amount of the long-lived asset group is not recoverable and exceeds its fair value. The impairment charge is recorded to reduce the pre-impairment carrying amount of the long-lived assets based on the relative carrying amount of those assets, though not to reduce the carrying amount of an asset below its fair value. Different assumptions and judgments could materially affect the calculation of the fair value of the long-lived assets. During 2013, the Company recognized an impairment of its long-lived assets related to its LDT asset group and CRI favorable contract asset group. During 2012, the Company recognized an impairment of its long-lived and intangible assets related to its LDT asset group. See Note 6, "Intangible Assets and Goodwill" for further details. During 2011, Rambus did not recognize any impairment of its long-lived assets. | |
Litigation | |
Rambus is involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and an analysis of potential results, if Rambus believes that a loss arising from such matters is probable and can be reasonably estimated, Rambus records the estimated liability in its consolidated financial statements. If only a range of estimated losses can be determined, Rambus records an amount within the range that, in its judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, Rambus records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Rambus recognizes litigation expenses in the period in which the litigation services were provided. | |
Income Taxes | |
Income taxes are accounted for using an asset and liability approach, which requires the recognition of deferred tax assets and liabilities for expected future tax events that have been recognized differently in Rambus' consolidated financial statements and tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law and the effects of future changes in tax laws or rates are not anticipated. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized based on available evidence. | |
In addition, the calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations. As a result, the Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in its tax return. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. | |
Stock-Based Compensation and Equity Incentive Plans | |
The Company maintained stock plans covering a broad range of equity grants including stock options, nonvested equity stock and equity stock units and performance based instruments. In addition, the Company sponsors an Employee Stock Purchase Plan (“ESPP”), whereby eligible employees are entitled to purchase Common Stock semi-annually, by means of limited payroll deductions, at a 15% discount from the fair market value of the Common Stock as of specific dates. | |
The Company determines compensation expense associated with restricted stock units based on the fair value of its common stock on the date of grant. The Company determines compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes Merton valuation model. The Company generally recognizes compensation expense using a straight-line amortization method over the respective vesting period for awards that are ultimately expected to vest. Accordingly, stock-based compensation expense for 2013, 2012 and 2011 has been reduced for estimated forfeitures. When estimating forfeitures, the Company considers voluntary termination behaviors as well as trends of actual option forfeitures. The Company will only recognize a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available have been utilized. In addition, the Company has elected to account for the indirect effects of stock-based awards on other tax attributes, such as the research tax credits, through the consolidated statement of operations as part of the tax effect of stock-based compensation. | |
Cash and Cash Equivalents | |
Cash equivalents are highly liquid investments with original maturity of three months or less at the date of purchase. The Company maintains its cash balances with high quality financial institutions. Cash equivalents are invested in highly-rated and highly-liquid money market securities and certain U.S. government sponsored obligations. | |
Marketable Securities | |
Available-for-sale securities are carried at fair value, based on quoted market prices, with the unrealized gains or losses reported, net of tax, in stockholders’ equity as part of accumulated other comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, both of which are included in interest and other income, net. Realized gains and losses are recorded on the specific identification method and are included in interest and other income, net. The Company reviews its investments in marketable securities for possible other than temporary impairments on a regular basis. If any loss on investment is believed to be a credit loss, a charge will be recognized in operations. In evaluating whether a credit loss on a debt security has occurred, the Company considers the following factors: 1) the Company’s intent to sell the security, 2) if the Company intends to hold the security, whether or not it is more likely than not that the Company will be required to sell the security before recovery of the security’s amortized cost basis and 3) even if the Company intends to hold the security, whether or not the Company expects the security to recover the entire amortized cost basis. Due to the high credit quality and short term nature of the Company’s investments, there have been no credit losses recorded to date. The classification of funds between short-term and long-term is based on whether the securities are available for use in operations or other purposes. | |
Non-Marketable Securities | |
The Company has an investment in a non-marketable security of a private company which is carried at cost. The Company monitors the investment for other-than-temporary impairment and records appropriate reductions in carrying value when necessary. The non-marketable security is classified within other assets in the consolidated balance sheets. | |
Fair Value of Financial Instruments | |
The carrying value of cash equivalents, accounts receivable and accounts payable approximate their fair values due to their relatively short maturities as of December 31, 2013 and 2012. Marketable securities are comprised of available-for-sale securities that are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax. Fair value of the marketable securities is determined based on quoted market prices. The fair market value of the Company's convertible notes fluctuates with interest rates and with the market price of the stock, but does not affect the carrying value of the debt on the balance sheet. | |
Research and Development | |
Costs incurred in research and development, which include engineering expenses, such as salaries and related benefits, stock-based compensation, depreciation, professional services and overhead expenses related to the general development of Rambus’ products, are expensed as incurred. Software development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. Rambus has not capitalized any software development costs since the period between establishing technological feasibility and general customer release is relatively short and as such, these costs have not been material. | |
Computation of Earnings (Loss) Per Share | |
Basic earnings (loss) per share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, employee stock purchases, restricted stock and restricted stock units, and shares issuable upon the conversion of convertible notes. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method. This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in equity if the instrument was exercised and the amount of unrecognized stock-based compensation related to future services. No potential dilutive common shares are included in the computation of any diluted per share amount when a net loss is reported. The Company reported approximately 4.8 million shares issued to Samsung as contingently redeemable common stock due to the contractual put rights associated with those shares. As such, the Company used the two-class method for reporting earnings per share for those periods where the contingently redeemable common stock was outstanding (until August 2011) prior to Samsung's redemption of the shares. | |
Comprehensive Income (Loss) | |
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments and unrealized gains and losses on marketable securities. Other comprehensive income (loss), net of tax, is presented in the consolidated statements of comprehensive income (loss). | |
Credit Concentration | |
As of December 31, 2013 and 2012, the Company’s cash, cash equivalents and marketable securities were invested with various financial institutions in the form of corporate notes, bonds and commercial paper, money market funds, U.S. government bonds and notes, and municipal bonds and notes. The Company’s exposure to market risk for changes in interest rates relates primarily to its investment portfolio. The Company places its investments with high credit issuers and, by investment policy, attempts to limit the amount of credit exposure to any one issuer. As stated in the Company’s investment policy, it will ensure the safety and preservation of the Company’s invested funds by limiting default risk and market risk. The Company has no investments denominated in foreign country currencies and therefore is not subject to foreign exchange risk from these assets. | |
The Company mitigates default risk by investing in high credit quality securities and by positioning its portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to enable portfolio liquidity. | |
The Company's accounts receivable are derived from revenue earned from customers located in the U.S. and internationally. As of December 31, 2013, one customer accounted for approximately 73% of the total $2.3 million of accounts receivable. The Company's accounts receivable balance as of December 31, 2012 was not material. | |
Foreign Currency Remeasurement | |
The Company’s foreign subsidiaries currently use the U.S. dollar as the functional currency. Remeasurement adjustments for non-functional currency monetary assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Revenue, expenses, gains or losses are translated at the average exchange rate for the period, and non-monetary assets and liabilities are translated at historical rates. The remeasurement gains and losses of these foreign subsidiaries as well as gains and losses from foreign currency transactions are included in other expense, net in the consolidated statements of operations, and are not material for any periods presented. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncement | 12 Months Ended |
Dec. 31, 2013 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
Recent Accounting Pronouncement | ' |
Recent Accounting Pronouncement | |
In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11 “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU No. 2013-11 is a new accounting standards update related to the financial statement presentation of unrecognized tax benefits. The new accounting standards update provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The new accounting standards update becomes effective for the Company on January 1, 2014 and it should be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective application permitted. The Company anticipates the adoption may result in equal reductions to both deferred tax assets and long term taxes payable of approximately $4.7 million. | |
In February 2013, the FASB issued ASU No. 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU No. 2013-02 requires an entity to disaggregate the total change of each component of other comprehensive income either on the face of the income statement or as a separate disclosure in the notes. The new accounting standards update became effective for the Company's interim period ended March 31, 2013. The Company adopted this new accounting standards update and the adoption did not have any impact on its financial position, results of operations or cash flows as the amounts reclassified out of accumulated other comprehensive loss were de minimis. |
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||||||
Earnings (Loss) Per Share | ' | |||||||||||||||||||||||
Earnings (Loss) Per Share | ||||||||||||||||||||||||
The following table sets forth the computation of basic and diluted loss per share: | ||||||||||||||||||||||||
Years Ended December 31, | ||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||||||||||
CRCS* | Other CS** | CRCS* | Other CS** | CRCS* | Other CS** | |||||||||||||||||||
Basic net loss per share: | ||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of undistributed earnings | $ | — | $ | (33,748 | ) | $ | — | $ | (134,336 | ) | $ | (1,180 | ) | $ | (41,873 | ) | ||||||||
Denominator: | ||||||||||||||||||||||||
Weighted-average common shares outstanding | — | 112,415 | — | 110,769 | 4,788 | 107,024 | ||||||||||||||||||
Basic net loss per share | $ | — | $ | (0.30 | ) | $ | — | $ | (1.21 | ) | $ | (0.25 | ) | $ | (0.39 | ) | ||||||||
Diluted net loss per share: | ||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of undistributed earnings for basic computation | $ | — | $ | (33,748 | ) | $ | — | $ | (134,336 | ) | $ | (1,180 | ) | $ | (41,873 | ) | ||||||||
Reallocation of undistributed earnings | — | — | — | — | — | — | ||||||||||||||||||
Allocation of undistributed earnings for diluted computation | $ | — | $ | (33,748 | ) | $ | — | $ | (134,336 | ) | $ | (1,180 | ) | $ | (41,873 | ) | ||||||||
Denominator: | ||||||||||||||||||||||||
Number of shares used in basic computation | — | 112,415 | — | 110,769 | 4,788 | 107,024 | ||||||||||||||||||
Dilutive potential shares from stock options, ESPP, convertible notes, CRI retention bonuses and nonvested equity stock and stock units | — | — | — | — | — | — | ||||||||||||||||||
Number of shares used in diluted computation | — | 112,415 | — | 110,769 | 4,788 | 107,024 | ||||||||||||||||||
Diluted net loss per share | $ | — | $ | (0.30 | ) | $ | — | $ | (1.21 | ) | $ | (0.25 | ) | $ | (0.39 | ) | ||||||||
______________________________________ | ||||||||||||||||||||||||
* CRCS — Contingently Redeemable Common Stock | ||||||||||||||||||||||||
** Other CS — Common Stock other than CRCS | ||||||||||||||||||||||||
For the years ended December 31, 2013, 2012 and 2011, options to purchase approximately 7.3 million, 12.2 million and 12.0 million shares, respectively, were excluded from the calculation because they were anti-dilutive after considering proceeds from exercise, taxes and related unrecognized stock-based compensation expense. For the years ended December 31, 2013, 2012 and 2011, an additional 3.3 million, 6.8 million and 4.1 million potentially dilutive shares, respectively, have been excluded from the weighted average dilutive shares because there was a net loss for the periods. These shares do not include the Company’s 5% convertible senior notes due 2014 (the "2014 Notes") and 1.125% convertible senior notes due 2018 (the "2018 Notes"). The par amount of convertible notes is payable in cash equal to the principal amount of the notes plus any accrued and unpaid interest and then the “in-the-money” conversion benefit feature at the conversion price above $19.31 and $12.07, respectively, per share is payable in cash, shares of the Company’s common stock or a combination of both. Refer to Note 11, "Convertible Notes” for more details. |
Acquisitions
Acquisitions | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Business Combinations [Abstract] | ' | |||
Acquisitions | ' | |||
Acquisitions | ||||
Unity Semiconductor Corporation | ||||
On February 3, 2012, the Company completed its acquisition of a privately-held company, Unity Semiconductor Corporation (“Unity”), by acquiring all issued and outstanding shares of capital stock of Unity. Under the terms of the merger agreement, the purchase price was $35.0 million subject to certain post-closing adjustments to the purchase price which were applied as of the end of the second quarter of 2012. In addition to the purchase consideration, the Company agreed to pay an aggregate of $5.0 million in retention bonuses to certain Unity employees over three years. The retention bonus payouts were subject to the condition of employment, and therefore, were treated as compensation and expensed as incurred on a graded attribution basis. The Company acquired Unity’s technology and a portfolio of non-volatile solid state memory patents. The solid state memory technology is a potential successor to the current NAND flash technology, or could be otherwise deployed in the growing non-volatile memory market. Devices using this technology are expected to achieve higher density, faster performance, lower manufacturing costs and greater data reliability than NAND Flash. Unity is part of the MID reportable segment. The Company incurred approximately $0.6 million in direct acquisition costs in connection with the acquisition which were expensed as incurred. | ||||
The purchase price allocation for the business acquired is based on management’s estimate of the fair value for purchase accounting purposes at the date of acquisition. The fair value of the assets acquired has been determined primarily by using valuation methods that discount the expected future cash flows to present value using estimates and assumptions determined by management, which is a level three fair value measurement. The Company performed a valuation of the net assets acquired as of the February 3, 2012 closing date. The purchase price from the business combination was allocated as follows: | ||||
Total | ||||
(in thousands) | ||||
Cash | $ | 182 | ||
Property and equipment | 51 | |||
Other tangible assets | 36 | |||
Identified intangible assets | 19,280 | |||
Goodwill | 15,451 | |||
Total | $ | 35,000 | ||
The goodwill arising from the acquisition is primarily attributed to synergies related to the combination of new and complementary technologies of the Company and the assembled workforce of Unity. This goodwill is not expected to be deductible for tax purposes. The identified intangible assets assumed in the acquisition of Unity were recognized as existing technology based upon their fair values as of the acquisition date. The acquired intangible assets have an estimated average useful life of 10 years from the date of acquisition. | ||||
Other Acquisition Activities | ||||
For the year ended December 31, 2012, the Company entered into one additional business combination and two patent and technology acquisitions for $13.2 million to expand the Company's existing technology, which resulted in approximately $8.1 million of goodwill, $4.1 million of intangible assets (weighted average useful life of 6 years) and $1.0 million of other assets. The business combination was part of the Chief Technology Office ("CTO") reportable segment. | ||||
The consolidated financial statements include the operating results of these businesses from the date of acquisition. The acquired assets did not generate any revenue during the reported periods. Pro forma results of operations for the 2012 business combinations have not been presented because their effects were not material to the Company’s consolidated financial statements. | ||||
2011 Acquisition Activity: During the year ended December 31, 2011, the Company acquired CRI for a total purchase price of $257.2 million which consisted of cash of $168.8 million and approximately 6.4 million of the Company's common stock. The Company expensed the related transaction costs amounting to approximately $3.9 million. The acquisition of CRI expands the Company's technologies available for licensing with complementary technologies from CRI that include patented innovations and solutions for content protection, network security and anti-counterfeiting. As part of the acquisition, the Company agreed to pay $50.0 million to certain CRI employees and contractors in cash or the Company's common stock, at the Company's option, over three years following June 3, 2011. The purchase price from the business combination was allocated as follows: | ||||
Total | ||||
(in thousands) | ||||
Cash | $ | 1,424 | ||
Accounts receivable | 1,140 | |||
Identified intangible assets | 159,200 | |||
Property and equipment | 965 | |||
Other assets | 133 | |||
Goodwill | 96,994 | |||
Liabilities | (2,613 | ) | ||
Total | $ | 257,243 | ||
Of the identified intangible assets, $12.2 million was recognized as favorable contracts which are acquired patent licensing agreements where the Company has no performance obligations. Cash received from these acquired favorable contracts will reduce the favorable contract intangible asset over the estimated useful life which is based on the expected payment dates related to the underlying favorable contracts. |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
Intangible Assets and Goodwill | ' | |||||||||||||||
Intangible Assets and Goodwill | ||||||||||||||||
2013 Impairment of Long-Lived Assets | ||||||||||||||||
During the fourth quarter of 2013, as a result of the change in business strategy for the LDT reporting unit to reduce its focus on the lower margin bulb products, the Company revised its projected cash flows for LDT, triggering an impairment analysis for long-lived assets. | ||||||||||||||||
As a result of the impairment analysis, the Company concluded that its LDT asset group was not able to recover the carrying amount of its assets. Determining the fair value of an asset group unit is judgmental in nature and requires the use of significant estimates and assumptions, considered to be Level 3 fair value inputs, including current replacement costs, revenue growth rates and operating margins, and discount rates, among others. Accordingly, the Company was required to make various estimates in determining the fair values of the LDT asset group. Due to the highly customized nature of the LDT manufacturing equipment, the Company primarily utilized the cost approach to estimate the fair value of its property, plant and equipment. To determine the estimated fair value of its property, plant and equipment, adjustment factors, including cost trend factors, were applied to each individual asset's original cost in order to estimate current replacement cost. The current replacement cost was then adjusted for estimated deductions to recognize the effects of deterioration and obsolescence from all causes, as well as indirect costs such as installation. Where appropriate, the Company utilized a market approach to estimate the fair value of its property, plant and equipment. This approach included the identification of market prices in actual transactions for similar assets based on asking prices for assets currently available for sale, as well as obtaining and reviewing certain direct market values based quoted prices with manufacturers and secondary market participants for similar equipment. Upon completion of this analysis, the Company recorded an impairment charge of $3.5 million, $0.5 million and $0.2 million for building and related improvements, machinery and equipment, and software in its LDT asset group, respectively. | ||||||||||||||||
The estimated fair value of the LDT acquired existing technology intangible assets was determined based on the income approach, using Level 3 fair value inputs, as it was deemed to be the most indicative of the fair value in an orderly transaction between market participants. | ||||||||||||||||
Under the income approach the Company determined fair value based on the estimated future cash flows resulting from the licensing of the technology underlying the intangible assets. The estimated cash flows in the income approach were discounted by an estimated weighted-average cost of capital which reflects the overall level of inherent risk of the reporting unit and the rate of return an outside investor would expect to earn. Upon completion of this analysis, the Company recorded an impairment charge of $4.0 million in the fourth quarter of 2013 related to the acquired intangible assets. | ||||||||||||||||
Also, during the fourth quarter of 2013, as a result of changes in one customer's business, the Company recorded a $1.5 million impairment charge related to its CRI favorable contracts (refer to "Intangible Assets" table below for further discussion on favorable contracts) due to a decline in the projected cash flows from the customer. | ||||||||||||||||
The long-lived asset impairment charges for LDT and CRI aggregating to $9.7 million were included in "Impairment of goodwill and long-lived assets" in the Consolidated Statements of Operations. As of December 31, 2013, the Company had $12.9 million and $99.4 million of long-lived assets remaining in its LDT and CRI asset groups, respectively. | ||||||||||||||||
2013 Impairment of Goodwill | ||||||||||||||||
During the third quarter of 2013, the Company curtailed its immersive media platform spending. The Company conducted an impairment review as a result of the change of its strategy related to the immersive media platform. As a result of this impairment review, the Company recorded a charge of $8.1 million to fully impair the goodwill related to the MTD reporting unit which was part of the CTO reportable segment. The goodwill impairment charge was reflected in "Impairment of goodwill and long-lived assets" in the Consolidated Statements of Operations. The Company estimated the fair value of the MTD reporting unit using the income approach which was determined using Level 3 fair value inputs. The utilization of the income approach to determine fair value requires estimates of future operating results and cash flows discounted using an estimated discount rate. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used of 36% is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected cash flows. | ||||||||||||||||
In the fourth quarter of 2013, the Company performed its annual goodwill impairment analysis for the MID and CRI reporting units, which are the only reporting units with goodwill. | ||||||||||||||||
As of December 31, 2013, the fair value of the MID reporting unit, with $19.9 million of goodwill, exceeded the carrying value of its net assets by approximately 480%; the fair value of the CRI reporting unit, with $97.0 million of goodwill, exceeded the carrying value of its net assets by approximately 44%. To arrive at the cash flow projections utilized in the income approach, the Company used the reporting unit’s forecast of estimated operating results based on assumptions such as long-term revenue growth rates, costs and estimates of future anticipated changes in operating margins based on economic and market information. Key assumptions used to determine the fair value of the MID and CRI reporting units at December 31, 2013, were the revenue growth rates for the forecast period and terminal year, terminal growth rates and discount rates. Certain estimates used in the income approach involve information for new product lines with limited financial history and developing revenue models which increase the risk of differences between the projected and actual performance. The discount rate of 14% for MID and 21% for CRI is based on the reporting units’ overall risk profile relative to other guideline companies, the reporting units’ respective industry as well as the visibility of future expected cash flows. The terminal growth rate applied to determine fair value for both reporting units was 3%, which was based on historical experience as well as anticipated economic conditions, industry data and long term outlook for the business. These assumptions are inherently uncertain. | ||||||||||||||||
It is reasonably possible that the businesses could perform significantly below the Company's expectations or a deterioration of market and economic conditions could occur. This would adversely impact the Company's ability to meet its projected results, which could cause the goodwill in any of its reporting units or long-lived assets in any of its asset groups to become impaired. Significant differences between these estimates and actual cash flows could materially affect the Company's future financial results. If the reporting units are not successful in commercializing new business arrangements, if the businesses are unsuccessful in signing new license agreements or renewing its existing license agreements, or if the Company is unsuccessful in managing its costs, the revenue and income for these reporting units could adversely and materially deviate from their historical trends and could cause goodwill or long-lived assets to become impaired. If the Company determines that its goodwill or long-lived assets are impaired, it would be required to record a non-cash charge that could have a material adverse effect on its results of operations and financial position. | ||||||||||||||||
2012 Impairment of Long-Lived Assets | ||||||||||||||||
In August 2012, as a result of the change in business strategy for the LDT reporting unit, the Company revised its projected cash flows for LDT, triggering an interim impairment analysis of goodwill and long-lived assets. The decline in the projected cash flows for LDT resulted from a change in business strategy with less focus on the higher margin display technology licensing and an increased focus on its general lighting technologies. | ||||||||||||||||
As noted above, the Company tested for impairment its long-lived assets in LDT as of August 31, 2012. The Company determined its long-lived asset group to be its LDT reporting unit comprised primarily of finite-lived intangible assets and property, plant and equipment. | ||||||||||||||||
As a result of the interim impairment analysis, the Company concluded that its LDT asset group was not able to recover the carrying amount of its LDT assets. Determining the fair value of an asset group unit is judgmental in nature and requires the use of significant estimates and assumptions, considered to be Level 3 fair value inputs, including current replacement costs, revenue growth rates and operating margins, and discount rates, among others. Accordingly, the Company was required to make various estimates in determining the fair values of the LDT asset group. Due to the highly customized nature of the LDT manufacturing equipment, the Company primarily utilized the cost approach to estimate the fair value of its property, plant and equipment. To determine the estimated fair value of its property, plant and equipment, adjustment factors, including cost trend factors, were applied to each individual asset's original cost in order to estimate current replacement cost. The current replacement cost was then adjusted for estimated deductions to recognize the effects of deterioration and obsolescence from all causes, as well as indirect costs such as installation. Where appropriate, the Company utilized a market approach to estimate the fair value of its property, plant and equipment. This approach included the identification of market prices in actual transactions for similar assets based on asking prices for assets currently available for sale, as well as obtaining and reviewing certain direct market values based quoted prices with manufacturers and secondary market participants for similar equipment. Upon completion of this analysis, the Company recorded an impairment charge of $5.8 million and $0.6 million for building and related improvements and software in its LDT asset group, respectively. | ||||||||||||||||
The estimated fair value of the LDT intangible assets was determined based on the income approach, using Level 3 fair value inputs, as it was deemed to be the most indicative of the Company's fair value in an orderly transaction between market participants. Under the income approach the Company determined fair value based on the estimated future cash flows resulting from the licensing of the technology underlying the intangible assets. The estimated cash flows in the income approach were discounted by an estimated weighted-average cost of capital which reflects the overall level of inherent risk of the reporting unit and the rate of return an outside investor would expect to earn. Upon completion of this analysis, the Company recorded an impairment charge of $15.4 million in the third quarter of 2012 related to the LDT intangible assets. | ||||||||||||||||
Accordingly a long-lived asset impairment charge aggregating to $21.8 million was included in "Impairment of goodwill and long-lived assets" in the accompanying Consolidated Statements of Operations. | ||||||||||||||||
2012 Impairment of Goodwill | ||||||||||||||||
In addition to the annual goodwill impairment analysis, the Company performed an event-driven interim impairment analysis of goodwill as of August 31, 2012 as noted above. | ||||||||||||||||
The fair value of each of the reporting units was determined using the income approach as discussed above. One of the key assumptions used in applying the income approach includes discount rates which ranged from 20% to 35% depending on the reporting units' overall risk profile relative to other guideline companies, the reporting units' respective industry as well as the visibility of future expected cash flows. | ||||||||||||||||
Upon the completion of the goodwill impairment analysis as of August 31, 2012, the Company recorded a non-cash goodwill impairment charge of $13.7 million relating to the LDT reporting unit. The goodwill impairment charge is included in “Impairment of goodwill and long-lived assets” in the accompanying Consolidated Statements of Operations. | ||||||||||||||||
Goodwill | ||||||||||||||||
The following tables present goodwill information for each of the reportable segments for the years ended December 31, 2013 and December 31, 2012: | ||||||||||||||||
Reportable Segment: | December 31, | Addition to Goodwill | Impairment Charge of Goodwill (1) | December 31, | ||||||||||||
2012 | 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
MID | $ | 19,905 | $ | — | $ | — | $ | 19,905 | ||||||||
CTO | 8,070 | — | (8,070 | ) | — | |||||||||||
CRI | 96,994 | — | — | 96,994 | ||||||||||||
Total | $ | 124,969 | $ | — | $ | (8,070 | ) | $ | 116,899 | |||||||
______________________________________ | ||||||||||||||||
(1) The Company recorded a non-cash goodwill impairment charge of $8.1 million related to the MTD reporting unit as | ||||||||||||||||
discussed above. | ||||||||||||||||
As of December 31, 2013 | ||||||||||||||||
Reportable Segment: | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | |||||||||||||
(In thousands) | ||||||||||||||||
MID | $ | 19,905 | $ | — | $ | 19,905 | ||||||||||
CTO | 8,070 | (8,070 | ) | — | ||||||||||||
CRI | 96,994 | — | 96,994 | |||||||||||||
All Other | 13,700 | (13,700 | ) | — | ||||||||||||
Total | $ | 138,669 | $ | (21,770 | ) | $ | 116,899 | |||||||||
Reportable Segment: | December 31, | Addition to Goodwill (1) | Impairment Charge of Goodwill (2) | December 31, | ||||||||||||
2011 | 2012 | |||||||||||||||
MID | $ | 4,454 | $ | 15,451 | $ | — | $ | 19,905 | ||||||||
CTO | — | 8,070 | — | 8,070 | ||||||||||||
CRI | 96,994 | — | — | 96,994 | ||||||||||||
All Other | 13,700 | — | (13,700 | ) | — | |||||||||||
Total | $ | 115,148 | $ | 23,521 | $ | (13,700 | ) | $ | 124,969 | |||||||
______________________________________ | ||||||||||||||||
(1) The addition to goodwill resulted from two business combinations in the first quarter of 2012. See Note 5, “Acquisitions” for further details. | ||||||||||||||||
(2) The Company recorded a non-cash goodwill impairment charge of $13.7 million related to the LDT reporting unit as | ||||||||||||||||
discussed above. | ||||||||||||||||
As of December 31, 2012 | ||||||||||||||||
Reportable Segment: | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | |||||||||||||
MID | $ | 19,905 | $ | — | $ | 19,905 | ||||||||||
CTO | 8,070 | — | 8,070 | |||||||||||||
CRI | 96,994 | — | 96,994 | |||||||||||||
All Other | 13,700 | (13,700 | ) | — | ||||||||||||
Total | $ | 138,669 | $ | (13,700 | ) | $ | 124,969 | |||||||||
Intangible Assets | ||||||||||||||||
The components of the Company’s intangible assets as of December 31, 2013 and December 31, 2012 were as follows: | ||||||||||||||||
As of December 31, 2013 | ||||||||||||||||
Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
(In thousands) | ||||||||||||||||
Existing technology (1) | 3 to 10 years | $ | 186,202 | $ | (80,961 | ) | $ | 105,241 | ||||||||
Customer contracts and contractual relationships (2) | 1 to 10 years | 31,093 | (19,204 | ) | 11,889 | |||||||||||
Non-compete agreements | 3 years | 300 | (258 | ) | 42 | |||||||||||
Total intangible assets | $ | 217,595 | $ | (100,423 | ) | $ | 117,172 | |||||||||
______________________________________ | ||||||||||||||||
(1) The Company recorded a non-cash intangible impairment charge of $4.0 million related to the LDT group which has been netted from the gross carrying amount and accumulated amortization for existing technology. | ||||||||||||||||
(2) The Company recorded a non-cash intangible impairment charge of $1.5 million related to a favorable contract which has been netted from the gross carrying amount and accumulated amortization for customer contracts and contractual relationships. | ||||||||||||||||
As of December 31, 2012 | ||||||||||||||||
Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
(In thousands) | ||||||||||||||||
Existing technology (1) | 3 to 10 years | $ | 191,815 | $ | (57,240 | ) | $ | 134,575 | ||||||||
Customer contracts and contractual relationships | 1 to 10 years | 32,650 | (14,194 | ) | 18,456 | |||||||||||
Non-compete agreements | 3 years | 300 | (158 | ) | 142 | |||||||||||
Total intangible assets | $ | 224,765 | $ | (71,592 | ) | $ | 153,173 | |||||||||
______________________________________ | ||||||||||||||||
(1) The Company recorded a non-cash intangible impairment charge of $15.4 million related to the LDT group as discussed | ||||||||||||||||
above which has been netted from the gross carrying amount and accumulated amortization for existing technology. | ||||||||||||||||
The favorable contracts (included in customer contracts and contractual relationships) are acquired patent licensing agreements where the Company has no performance obligations. Cash received from these acquired favorable contracts reduce the favorable contract intangible asset. During 2013 and 2012, the Company received $2.3 million and $5.1 million related to the favorable contracts, respectively. As of December 31, 2013 and 2012, the net balance of the favorable contract intangible assets was $1.0 million and $4.8 million, respectively. The estimated useful life is based on expected payment dates related to the favorable contracts. The group of acquired intangible assets had an original estimated weighted average useful life of approximately 7 years from the date of acquisition. Refer to Note 5, “Acquisitions” for additional details. | ||||||||||||||||
As of December 31, 2013, as part of the Company's business strategy of monetizing its patent portfolio to include the sale of selected intellectual property, the Company had $2.3 million of intangible assets classified as held for sale primarily in the MID reportable segment which the Company expects to sell by the middle of 2014. | ||||||||||||||||
In addition to the business acquisitions discussed in Note 5, "Acquisitions", the Company acquired other patents in 2013, 2012 and 2011 aggregating $2.5 million, $1.7 million, $4.2 million (only $1.2 million was paid in cash), respectively. | ||||||||||||||||
Amortization expense for intangible assets for the years ended December 31, 2013, 2012, and 2011 was $28.9 million, $30.3 million and $20.2 million, respectively. The estimated future amortization expense of intangible assets as of December 31, 2013 was as follows (amounts in thousands): | ||||||||||||||||
Years Ending December 31: | Amount | |||||||||||||||
2014 | $ | 27,487 | ||||||||||||||
2015 | 25,348 | |||||||||||||||
2016 | 24,356 | |||||||||||||||
2017 | 23,734 | |||||||||||||||
2018 | 10,827 | |||||||||||||||
Thereafter | 5,420 | |||||||||||||||
$ | 117,172 | |||||||||||||||
Segments_and_Major_Customers
Segments and Major Customers | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||
Business Segments and Major Customers | ' | |||||||||||||||||||
Segments and Major Customers | ||||||||||||||||||||
Operating segments are based upon Rambus' internal organization structure, the manner in which its operations are managed, the criteria used by its Chief Operating Decision Maker ("CODM") to evaluate segment performance and availability of separate financial information regularly reviewed for resource allocation and performance assessment. Since the fourth quarter of 2012, the Company has four operating segments: (1) MID, which focuses on the design, development and licensing of technology that is related to memory and interfaces; (2) CRI, which focuses on the design, development and licensing of technologies for chip and system security and anti-counterfeiting; (3) LDT, which focuses on the design, development and licensing of technologies for lighting; and (4) CTO, which focuses on the design, development and productization of emerging technologies. For the year ended December 31, 2013, MID, CRI and CTO were considered reportable segments as they met the quantitative thresholds for disclosure as reportable segments. The results of the remaining operating segment are shown under “All Other”. The presentation of the 2012 and 2011 segment data has been updated accordingly to conform with the 2013 segment presentation. | ||||||||||||||||||||
The Company evaluates the performance of its segments based on segment operating income (loss), which is defined as customer licensing income ("CLI") minus segment operating expenses. Segment operating expenses are comprised of direct operating expenses and the allocation of certain engineering expenses. | ||||||||||||||||||||
CLI includes the Company's measure of the total cash royalties received from its customers under its licensing agreements with them and any product sales. In 2011, the Company bifurcated royalty payments that it received from Samsung between revenue and gain from settlement, which was reflected as reducing operating expenses. In 2013, the Company bifurcated royalty payments that it received from SK hynix and Micron between revenue and gain from settlement, which was reflected as reducing operating expenses. The Company has combined revenue from its customers, including Samsung, SK hynix and Micron, and the gain from the Samsung, SK hynix and Micron settlement as customer licensing income to reflect the total amounts received from all of its customers for the periods presented. In addition, customer licensing income includes other patent royalties received but not recognized as revenue and proceeds from sale of intellectual property. In certain periods presented, certain patent royalties received from a customer was not recognized as revenue as not all revenue recognition criteria were met. Additionally, since the third quarter of 2011, the Company has received patent royalty payments from certain patent license agreements assumed in the acquisition of CRI which were treated as favorable contracts. Cash received from these acquired favorable contracts reduced the favorable contract intangible asset on the Company's balance sheet. The Company has combined these cash royalty payments as CLI to reflect the total amounts received from its customers. | ||||||||||||||||||||
Segment operating expenses do not include gain from settlement discussed above, marketing, general and administrative expenses and the allocation of certain expenses managed at the corporate level, such as stock-based compensation, amortization, and certain bonus and acquisition costs. The “Reconciling Items” category includes these unallocated marketing, general and administrative expenses as well as corporate level expenses. The presentation of the 2012 and 2011 segment data has been updated accordingly to conform with the 2013 segment operating income (loss) definition. | ||||||||||||||||||||
The tables below present reported segment operating income (loss) for the years ended December 31, 2013, 2012 and 2011: | ||||||||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||||||
MID | CRI | CTO | All Other | Total | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Revenue | $ | 232,040 | $ | 32,625 | $ | — | $ | 6,836 | $ | 271,501 | ||||||||||
Gain from settlement | 535 | — | — | — | 535 | |||||||||||||||
Other adjustment from revenue to CLI | 5,000 | 2,304 | — | 2,250 | 9,554 | |||||||||||||||
Customer licensing income | $ | 237,575 | $ | 34,929 | $ | — | $ | 9,086 | $ | 281,590 | ||||||||||
Segment operating expenses | 33,764 | 24,149 | 25,703 | 22,502 | 106,118 | |||||||||||||||
Segment operating income (loss) | $ | 203,811 | $ | 10,780 | $ | (25,703 | ) | $ | (13,416 | ) | $ | 175,472 | ||||||||
Reconciling items | (153,008 | ) | ||||||||||||||||||
Operating income | $ | 22,464 | ||||||||||||||||||
Interest and other income (expense), net | (34,481 | ) | ||||||||||||||||||
Loss before income taxes | $ | (12,017 | ) | |||||||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||||||
MID | CRI | CTO | All Other | Total | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Revenue | $ | 215,047 | $ | 17,808 | $ | — | $ | 1,196 | $ | 234,051 | ||||||||||
Gain from settlement | — | — | — | — | — | |||||||||||||||
Other adjustment from revenue to CLI | 7,500 | 5,165 | — | — | 12,665 | |||||||||||||||
Customer licensing income | $ | 222,547 | $ | 22,973 | $ | — | $ | 1,196 | $ | 246,716 | ||||||||||
Segment operating expenses | 37,353 | 13,611 | 28,106 | 19,330 | 98,400 | |||||||||||||||
Segment operating income (loss) | $ | 185,194 | $ | 9,362 | $ | (28,106 | ) | $ | (18,134 | ) | $ | 148,316 | ||||||||
Reconciling items | (238,750 | ) | ||||||||||||||||||
Operating loss | $ | (90,434 | ) | |||||||||||||||||
Interest and other income (expense), net | (27,451 | ) | ||||||||||||||||||
Loss before income taxes | $ | (117,885 | ) | |||||||||||||||||
For the Year Ended December 31, 2011 | ||||||||||||||||||||
MID | CRI | CTO | All Other | Total | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Revenue | $ | 292,074 | $ | 17,353 | $ | — | $ | 2,936 | $ | 312,363 | ||||||||||
Gain from settlement | 6,200 | — | — | — | 6,200 | |||||||||||||||
Other adjustment from revenue to CLI | (3,000 | ) | 2,250 | — | — | (750 | ) | |||||||||||||
Customer licensing income | $ | 295,274 | $ | 19,603 | $ | — | $ | 2,936 | $ | 317,813 | ||||||||||
Segment operating expenses | 45,670 | 5,606 | 17,771 | 15,025 | 84,072 | |||||||||||||||
Segment operating income (loss) | $ | 249,604 | $ | 13,997 | $ | (17,771 | ) | $ | (12,089 | ) | $ | 233,741 | ||||||||
Reconciling items | (235,277 | ) | ||||||||||||||||||
Operating loss | $ | (1,536 | ) | |||||||||||||||||
Interest and other income (expense), net | (24,265 | ) | ||||||||||||||||||
Loss before income taxes | $ | (25,801 | ) | |||||||||||||||||
The Company’s CODM does not review information regarding assets on an operating segment basis. Additionally, the Company does not record intersegment revenue or expense. | ||||||||||||||||||||
Revenue from the Company’s major customers representing 10% or more of total revenue for the years ended December 31, 2013, 2012 and 2011 were as follows: | ||||||||||||||||||||
Years Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Customer A (MID and CRI reportable segments) | 33 | % | 38 | % | 30 | % | ||||||||||||||
Customer B (MID reportable segment) | * | * | 11 | % | ||||||||||||||||
Customer C (MID reportable segment) | * | * | 10 | % | ||||||||||||||||
_________________________________________ | ||||||||||||||||||||
* Customer accounted for less than 10% of total revenue in the period | ||||||||||||||||||||
Revenue from customers in the geographic regions based on the location of customers' headquarters is as follows: | ||||||||||||||||||||
Years Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||
South Korea | $ | 112,806 | $ | 88,971 | $ | 94,197 | ||||||||||||||
USA | 80,652 | 63,398 | 103,367 | |||||||||||||||||
Japan | 51,156 | 63,686 | 97,726 | |||||||||||||||||
Europe | 15,985 | 5,236 | 1,992 | |||||||||||||||||
Canada | 7,896 | 7,759 | 14,750 | |||||||||||||||||
Asia-Other | 3,006 | 5,001 | 331 | |||||||||||||||||
Total | $ | 271,501 | $ | 234,051 | $ | 312,363 | ||||||||||||||
At December 31, 2013, of the $72.6 million of total property, plant and equipment, approximately $71.8 million were located in the United States, $0.7 million were located in India and $0.1 million were located in other foreign locations. At December 31, 2012, of the $86.9 million of total property, plant and equipment, approximately $85.8 million were located in the United States, $1.0 million were located in India and $0.1 million were located in other foreign locations. |
Marketable_Securities
Marketable Securities | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Available-for-sale Securities [Abstract] | ' | ||||||||||||||||||
Marketable Securities | ' | ||||||||||||||||||
Marketable Securities | |||||||||||||||||||
Rambus invests its excess cash and cash equivalents primarily in U.S. government sponsored obligations, commercial paper, corporate notes and bonds, money market funds and municipal notes and bonds that mature within three years. As of December 31, 2013 and 2012, all of the Company’s cash equivalents and marketable securities have a remaining maturity of less than one year. | |||||||||||||||||||
All cash equivalents and marketable securities are classified as available-for-sale. Total cash, cash equivalents and marketable securities are summarized as follows: | |||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||
(Dollars in thousands) | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Weighted Rate of Return | ||||||||||||||
Money market funds | $ | 300,605 | $ | 300,605 | $ | — | $ | — | 0.01 | % | |||||||||
Corporate notes, bonds and commercial paper | 58,492 | 58,507 | — | -15 | 0.15 | % | |||||||||||||
Total cash equivalents and marketable securities | 359,097 | 359,112 | — | -15 | |||||||||||||||
Cash | 28,565 | 28,565 | — | — | |||||||||||||||
Total cash, cash equivalents and marketable securities | $ | 387,662 | $ | 387,677 | $ | — | $ | (15 | ) | ||||||||||
As of December 31, 2012 | |||||||||||||||||||
(Dollars in thousands) | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Weighted Rate of Return | ||||||||||||||
Money market funds | $ | 126,570 | $ | 126,570 | $ | — | $ | — | 0.01 | % | |||||||||
Corporate notes, bonds and commercial paper | 57,345 | 57,356 | 4 | (15 | ) | 0.17 | % | ||||||||||||
Total cash equivalents and marketable securities | 183,915 | 183,926 | 4 | (15 | ) | ||||||||||||||
Cash | 19,415 | 19,415 | — | — | |||||||||||||||
Total cash, cash equivalents and marketable securities | $ | 203,330 | $ | 203,341 | $ | 4 | $ | (15 | ) | ||||||||||
Available-for-sale securities are reported at fair value on the balance sheets and classified as follows: | |||||||||||||||||||
As of | |||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||
2013 | 2012 | ||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||
Cash equivalents | $ | 310,131 | $ | 129,569 | |||||||||||||||
Short term marketable securities | 48,966 | 54,346 | |||||||||||||||||
Total cash equivalents and marketable securities | 359,097 | 183,915 | |||||||||||||||||
Cash | 28,565 | 19,415 | |||||||||||||||||
Total cash, cash equivalents and marketable securities | $ | 387,662 | $ | 203,330 | |||||||||||||||
The Company continues to invest in highly rated quality, highly liquid debt securities. As of December 31, 2013, these securities have a remaining maturity of less than one year. The Company holds all of its marketable securities as available-for-sale, marks them to market, and regularly reviews its portfolio to ensure adherence to its investment policy and to monitor individual investments for risk analysis, proper valuation, and unrealized losses that may be other than temporary. | |||||||||||||||||||
The estimated fair value of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position at December 31, 2013 and 2012 are as follows: | |||||||||||||||||||
Fair Value | Gross Unrealized Loss | ||||||||||||||||||
December 31, | December 31, | December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||
(In thousands) | |||||||||||||||||||
Less than one year | |||||||||||||||||||
Corporate notes, bonds and commercial paper | $ | 53,491 | $ | 51,819 | $ | (15 | ) | $ | (15 | ) | |||||||||
The gross unrealized loss at December 31, 2013 and 2012 was not material in relation to the Company’s total available-for-sale portfolio. The gross unrealized loss can be primarily attributed to a combination of market conditions as well as the demand for and duration of the corporate notes and bonds. The Company has no intent to sell, there is no requirement to sell and the Company believes that it can recover the amortized cost of these investments. The Company has found no evidence of impairment due to credit losses in its portfolio. Therefore, these unrealized losses were recorded in other comprehensive income (loss). However, the Company cannot provide any assurance that its portfolio of cash, cash equivalents and marketable securities will not be impacted by adverse conditions in the financial markets, which may require the Company in the future to record an impairment charge for credit losses which could adversely impact its financial results. | |||||||||||||||||||
See Note 9, “Fair Value of Financial Instruments,” for discussion regarding the fair value of the Company’s cash equivalents and marketable securities. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||||||
The fair value measurement statement defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. | ||||||||||||||||||||||||
The Company’s financial instruments are measured and recorded at fair value, except for cost method investments and convertible notes. The Company’s non-financial assets, such as goodwill, intangible assets, and property, plant and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. | ||||||||||||||||||||||||
Fair Value Hierarchy | ||||||||||||||||||||||||
The fair value measurement statement requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurement be classified and disclosed in one of the following three categories: | ||||||||||||||||||||||||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||||||||||||||||||||||||
The Company uses unadjusted quotes to determine fair value. The financial assets in Level 1 include money market funds. | ||||||||||||||||||||||||
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||||||||||||||||
The Company uses observable pricing inputs including benchmark yields, reported trades, and broker/dealer quotes. The financial assets in Level 2 include U.S. government bonds and notes, corporate notes, commercial paper and municipal bonds and notes. | ||||||||||||||||||||||||
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). | ||||||||||||||||||||||||
The financial assets in Level 3 include a cost investment whose value is determined using inputs that are both unobservable and significant to the fair value measurements. | ||||||||||||||||||||||||
The Company reviews the pricing inputs by obtaining prices from a different source for the same security on a sample of its portfolio. The Company has not adjusted the pricing inputs it has obtained. The following table presents the financial instruments that are carried at fair value and summarizes the valuation of its cash equivalents and marketable securities by the above pricing levels as of December 31, 2013 and 2012: | ||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||
Total | Quoted Market Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Money market funds | $ | 300,605 | $ | 300,605 | $ | — | $ | — | ||||||||||||||||
Corporate notes, bonds and commercial paper | 58,492 | — | 58,492 | — | ||||||||||||||||||||
Total available-for-sale securities | $ | 359,097 | $ | 300,605 | $ | 58,492 | $ | — | ||||||||||||||||
As of December 31, 2012 | ||||||||||||||||||||||||
Total | Quoted Market Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Money market funds | $ | 126,570 | $ | 126,570 | $ | — | $ | — | ||||||||||||||||
Corporate notes, bonds and commercial paper | 57,345 | — | 57,345 | — | ||||||||||||||||||||
Total available-for-sale securities | $ | 183,915 | $ | 126,570 | $ | 57,345 | $ | — | ||||||||||||||||
The Company monitors its investments for other-than-temporary impairment and records appropriate reductions in carrying value when necessary. The Company monitors its investments for other-than-temporary losses by considering current factors, including the economic environment, market conditions, operational performance and other specific factors relating to the business underlying the investment, reductions in carrying values when necessary and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in the market. Any other-than-temporary loss is reported under “Interest and other income (expense), net” in the consolidated statement of operations. For the year ended December 31, 2013, the Company recorded an impairment charge related to its non-marketable equity security of a private company as described below. For the year ended December 31, 2012, the Company did not incur any impairment loss on its investments. | ||||||||||||||||||||||||
The Company made an investment of $2.0 million in a non-marketable equity security of a private company during 2009. Prior to the second quarter of 2013, the Company had not recorded any impairment charges related to this investment as there had been no events that caused a decrease in its fair value below the carrying cost. During the second quarter of 2013, as part of its periodic evaluation of the fair value of the investment in the non-marketable equity security, and based on the information provided by the private company at that time, the Company determined that there was a decrease in the security's fair value. The fair value of the non-marketable equity security was determined based on an income approach, using level 3 fair value inputs, as it was deemed to be the most indicative of the security's fair value. Accordingly, the Company recorded an impairment charge of $1.4 million within interest income and other income (expense), net, in the consolidated statements of operations for the second quarter of 2013. The Company evaluated the fair value of the investment in the non-marketable security as of December 31, 2013 and determined that there were no additional circumstances that caused a further decrease in its fair value below the carrying cost. Additionally, the Company cannot provide any assurance that its non-marketable equity security will not be further impacted by adverse changes in the general market conditions or deterioration in business prospects of the investee, which may require the Company in the future to record additional impairment charges which could adversely impact its financial results. | ||||||||||||||||||||||||
The following table presents the financial instruments that are measured and carried at cost on a nonrecurring basis as of December 31, 2013 and 2012: | ||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||
(in thousands) | Carrying Value | Quoted | Significant | Significant | Impairment charges for the year ended December 31, 2013 | |||||||||||||||||||
market | other | unobservable | ||||||||||||||||||||||
prices in | observable | inputs | ||||||||||||||||||||||
active | inputs | (Level 3) | ||||||||||||||||||||||
markets | (Level 2) | |||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||
Investment in non-marketable security | $ | 600 | $ | — | $ | — | $ | 600 | $ | 1,400 | ||||||||||||||
As of December 31, 2012 | ||||||||||||||||||||||||
(in thousands) | Carrying | Quoted | Significant | Significant | Impairment charges for the year ended December 31, 2012 | |||||||||||||||||||
Value | market | other | unobservable | |||||||||||||||||||||
prices in | observable | inputs | ||||||||||||||||||||||
active | inputs | (Level 3) | ||||||||||||||||||||||
markets | (Level 2) | |||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||
Investment in non-marketable security | $ | 2,000 | $ | — | $ | — | $ | 2,000 | $ | — | ||||||||||||||
In 2013 and 2012, there were no transfers of financial instruments between different categories of fair value. | ||||||||||||||||||||||||
The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2013 and 2012: | ||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||
(in thousands) | Face | Carrying Value | Fair | Face | Carrying Value | Fair | ||||||||||||||||||
Value | Value | Value | Value | |||||||||||||||||||||
5% Convertible Senior Notes due 2014 | $ | 172,500 | $ | 164,047 | $ | 175,821 | $ | 172,500 | $ | 147,556 | $ | 172,716 | ||||||||||||
1.125% Convertible Senior Notes due 2018 | 138,000 | 109,629 | 142,427 | — | — | — | ||||||||||||||||||
The fair value of the convertible notes at each balance sheet date is determined based on recent quoted market prices for these notes which is a level two measurement. As discussed in Note 11, “Convertible Notes,” as of December 31, 2013, the convertible notes are carried at their face value of $172.5 million and $138.0 million, respectively, less any unamortized debt discount. The carrying value of other financial instruments, including accounts receivable, accounts payable and other payables, approximates fair value due to their short maturities. | ||||||||||||||||||||||||
Information regarding the Company's goodwill and long-lived assets balances are disclosed in Note 6, "Intangible Assets and Goodwill". |
Balance_Sheet_Details
Balance Sheet Details | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Balance Sheet Related Disclosures [Abstract] | ' | |||||||
Balance Sheet Details | ' | |||||||
Balance Sheet Details | ||||||||
Property, Plant and Equipment, net | ||||||||
Property, plant and equipment, net is comprised of the following: | ||||||||
As of December 31, | ||||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Building | $ | 40,320 | $ | 42,129 | ||||
Computer software | 22,068 | 36,349 | ||||||
Computer equipment | 29,869 | 29,371 | ||||||
Furniture and fixtures | 12,360 | 12,708 | ||||||
Leasehold improvements | 7,024 | 9,731 | ||||||
Machinery | 11,533 | 13,501 | ||||||
Construction in progress | 282 | 9,559 | ||||||
123,456 | 153,348 | |||||||
Less accumulated depreciation and amortization | (50,814 | ) | (66,443 | ) | ||||
$ | 72,642 | $ | 86,905 | |||||
As a result of the impairment analysis in the fourth quarter of 2013, the Company concluded that its LDT asset group was not able to recover the carrying amount of its LDT assets. Upon completion of this analysis, the Company recorded an impairment charge of $3.5 million, $0.5 million and $0.2 million primarily for building improvements, machinery and equipment, and software in its LDT asset group, respectively, which have been netted from the gross carrying amount and accumulated depreciation. As a result of the interim impairment analysis in the third quarter of 2012, the Company concluded that its LDT asset group was not able to recover the carrying amount of its LDT assets. Upon completion of this analysis, the Company recorded an impairment charge of $5.8 million and $0.6 million for building improvements and software in its LDT asset group, respectively, which have been netted from the gross carrying amount and accumulated depreciation. See Note 6, "Intangible Assets and Goodwill" for additional details. | ||||||||
As the Company undertook a series of structural improvements to ready the Sunnyvale and Brecksville facilities for its use and retained sufficient continuing involvement to preclude de-recognition of the buildings under the FASB authoritative guidance applicable to sale leaseback for real estate, the Company accounts for the buildings as owned real estate. On January 31, 2013, the Company entered into a third amendment to the Sunnyvale lease to surrender the 31,000 square-foot space from the first amendment back to the landlord and recorded a total charge of $2.0 million related to the surrender of the 31,000 square-foot space. | ||||||||
As of December 31, 2013 and 2012, for the Sunnyvale and Brecksville facilities, the Company capitalized $40.3 million and $42.1 million in building based on the estimated fair value of the portion of the unfinished spaces, capitalized interest on the unfinished spaces and construction costs related to the build-out of the facilities. As of December 31, 2012, the Company capitalized $6.7 million in construction in progress based on the estimated fair value of the portion of the unfinished spaces and capitalized interest on the unfinished spaces. See Note 12, "Commitments and Contingencies" for additional details. | ||||||||
Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $15.5 million, $13.2 million and $11.9 million, respectively. | ||||||||
Accumulated Other Comprehensive Loss | ||||||||
Accumulated other comprehensive loss is comprised of the following: | ||||||||
As of December 31, | ||||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Foreign currency translation adjustments, net of tax | $ | 86 | $ | 86 | ||||
Unrealized loss on available-for-sale securities, net of tax | (391 | ) | (386 | ) | ||||
Total | $ | (305 | ) | $ | (300 | ) |
Convertible_Notes
Convertible Notes | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||
Convertible Notes | ' | |||||||||||
Convertible Notes | ||||||||||||
The Company’s convertible notes are shown in the following table. | ||||||||||||
(Dollars in thousands) | As of December 31, 2013 | As of December 31, 2012 | ||||||||||
1.125% Convertible Senior Notes due 2018 | $ | 138,000 | $ | — | ||||||||
5% Convertible Senior Notes due 2014 | 172,500 | 172,500 | ||||||||||
Total principal amount of convertible notes | 310,500 | 172,500 | ||||||||||
Unamortized discount - 2018 Notes | (28,371 | ) | — | |||||||||
Unamortized discount - 2014 Notes | (8,453 | ) | (24,944 | ) | ||||||||
Total unamortized discount | $ | (36,824 | ) | $ | (24,944 | ) | ||||||
Total convertible notes | $ | 273,676 | $ | 147,556 | ||||||||
Less current portion | 164,047 | — | ||||||||||
Total long-term convertible notes | $ | 109,629 | $ | 147,556 | ||||||||
During the second quarter of 2013, the 2014 Notes were reclassified from a long-term liability to a short-term liability as they will be due on June 15, 2014. | ||||||||||||
1.125% Convertible Senior Notes due 2018. On August 16, 2013, the Company issued $138.0 million aggregate principal amount of 1.125% convertible senior notes pursuant to an indenture (the "Indenture") by and between the Company and U.S. Bank, National Association as the trustee. The 2018 Notes will mature on August 15, 2018 (the "Maturity Date"), subject to earlier repurchase or conversion. In accounting for the 2018 Notes at issuance, the Company separated the 2018 Notes into liability and equity components pursuant to the accounting standards for convertible debt instruments that may be fully or partially settled in cash upon conversion. As of the date of issuance, the Company determined that the liability component of the 2018 Notes was $107.7 million and the equity component of the 2018 Notes was $30.3 million. The fair value of the liability component was estimated using an interest rate for a similar instrument without a conversion feature. The unamortized discount related to the 2018 Notes is being amortized to interest expense using the effective interest method over five years through August 2018. | ||||||||||||
The Company will pay cash interest at an annual rate of 1.125% of the principal amount at issuance, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2014. The Company incurred transaction costs of approximately $3.6 million related to the issuance of 2018 Notes. In accounting for these costs, the Company allocated the costs to the liability and equity components in proportion to the allocation of proceeds from the issuance of the 2018 Notes to such components. Transaction costs allocated to the liability component of $2.8 million were recorded as deferred offering costs in other assets and are being amortized to interest expense using the effective interest method over five years (the expected term of the debt). The transaction costs allocated to the equity component of $0.8 million were recorded as additional paid-in capital. The 2018 Notes are the Company's general unsecured obligations, ranking equally in right of payment to all of Rambus’ existing and future senior unsecured indebtedness, including the 2014 Notes, and senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated to the 2018 Notes. | ||||||||||||
The 2018 Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 82.8329 shares of common stock per $1,000 principal amount of 2018 Notes, subject to adjustment in certain events. This is equivalent to an initial conversion price of approximately $12.07 per share of common stock. Holders may surrender their 2018 Notes for conversion prior to the close of business day immediately preceding May 15, 2018 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2013 (and only during such calendar quarter), if the closing sale price of the common stock for 20 days or more trading days (whether or not consecutive) during a period of 30 days consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 130% of the conversion price per share of common stock on the last trading day of the preceding calendar quarter; (2) during the five business day period after any five consecutive trading day period (the ‘‘measurement period’’) in which the trading price (as defined below) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the closing sale price of the Company's common stock and the conversion rate on each such trading day; (3) upon the occurrence of specified distributions to holders of the Company's common stock; or (4) upon the occurrence of specified corporate events. On or after May 15, 2018 until the close of business on the second scheduled trading day immediately preceding the Maturity Date, holders may convert their notes at any time, regardless of the foregoing circumstances. If a holder elects to convert its 2018 Notes in connection with certain fundamental changes, as that term is defined in the Indenture, that occur prior to the Maturity Date, the Company will, in certain circumstances, increase the conversion rate for 2018 Notes converted in connection with such fundamental changes by a specified number of shares of common stock. | ||||||||||||
Upon conversion of the 2018 Notes, the Company will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the notes being converted, as specified in the Indenture. | ||||||||||||
The Company may not redeem the 2018 Notes at its option prior to the Maturity Date, and no sinking fund is provided for the 2018 Notes. | ||||||||||||
Upon the occurrence of a fundamental change, holders may require the Company to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. | ||||||||||||
The following events are considered events of default under the Indenture which may result in the acceleration of the maturity of the 2018 Notes: | ||||||||||||
(1) default in the payment when due of any principal of any of the notes at maturity, upon redemption or upon exercise of a repurchase right or otherwise; | ||||||||||||
(2) default in the payment of any interest, including additional interest, if any, on any of the notes, when the interest becomes due and payable, and continuance of such default for a period of 30 days; | ||||||||||||
(3) the Company's failure to deliver cash or cash and shares of the Company's common stock (including any additional shares deliverable as a result of a conversion in connection with a make-whole fundamental change, as defined in the Indenture) when required by the Indenture; | ||||||||||||
(4) default in the Company's obligation to provide notice of the occurrence of a fundamental change, make-whole fundamental change or distribution to holders of the Company's common stock when required by the Indenture; | ||||||||||||
(5) the Company's failure to comply with any of the Company's other agreements in the notes or the Indenture (other than those referred to in clauses (1) through (4) above) for 60 days after the Company's receipt of written notice to the Company of such default from the trustee or to the Company and the trustee of such default from holders of not less than 25% in aggregate principal amount of the 2018 Notes then outstanding; | ||||||||||||
(6) the Company's failure to pay when due the principal of, or acceleration of, any indebtedness for money borrowed by the Company or any of the Company's material subsidiaries in excess of $40 million principal amount, if such indebtedness is not discharged, or such acceleration is not annulled, for a period of 30 days after written notice thereof is delivered to the Company by the trustee or to the Company and the trustee by the holders of 25% or more in aggregate principal amount of the notes then outstanding without such failure to pay having been cured or waived, such acceleration having been rescinded or annulled (if applicable) and such indebtedness not having been paid or discharged; and | ||||||||||||
(7) certain events of bankruptcy, insolvency or reorganization relating to the Company or any of the Company's material subsidiaries (as defined in the Indenture). | ||||||||||||
If an event of default, other than an event of default described in clause (7) above with respect to the Company, occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding may declare the principal amount of, and accrued and unpaid interest, including additional interest, if any, on the notes then outstanding to be immediately due and payable. If an event of default described in clause (7) above occurs with respect to the Company, the principal amount of and accrued and unpaid interest, including additional interest, if any, on the notes will automatically become immediately due and payable. | ||||||||||||
5% Convertible Senior Notes due 2014. On June 29, 2009, the Company issued $150.0 million aggregate principal amount of 5% convertible senior notes due June 15, 2014. As of the date of issuance, the Company determined that the liability component of the 2014 Notes was approximately $92.4 million and the equity component was approximately $57.6 million. On July 10, 2009, an additional $22.5 million of the 2014 Notes were issued as a result of the underwriters exercising their overallotment option. As of the date of issuance of the $22.5 million 2014 Notes, the Company determined that the liability component was approximately $14.3 million, and the equity component was approximately $8.2 million. The unamortized discount related to the 2014 Notes is being amortized to interest expense using the effective interest method over five years through June 2014. | ||||||||||||
The Company will pay cash interest at an annual rate of 5% of the principal amount at issuance, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2009. During 2013, 2012 and 2011, the Company paid approximately $8.6 million of interest related to the 2014 Notes in each year. Issuance costs were approximately $5.1 million of which $3.2 million is related to the liability portion, which is being amortized to interest expense over five years (the expected term of the debt), and $1.9 million is related to the equity portion. The 2014 Notes are the Company’s general unsecured obligation, ranking equal in right of payment to all of the Company’s existing and future senior indebtedness and are senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated to the 2014 Notes. | ||||||||||||
The 2014 Notes are convertible into shares of the Company’s Common Stock at an initial conversion rate of 51.8 shares of Common Stock per $1,000 principal amount of 2014 Notes. This is equivalent to an initial conversion price of approximately $19.31 per share of common stock. Holders may surrender their 2014 Notes for conversion prior to March 15, 2014 only under the following circumstances: (i) during any calendar quarter beginning after the calendar quarter ending September 30, 2009, and only during such calendar quarter, if the closing sale price of the Common Stock for 20 days or more trading days in the period of 30 days consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the conversion price in effect on the last trading day of the immediately preceding calendar quarter, (ii) during the five business day period after any 10 days consecutive trading day period in which the trading price per $1,000 principal amount of 2014 Notes for each trading day of such 10 days consecutive trading day period was less than 98% of the product of the closing sale price of the Common Stock for such trading day and the applicable conversion rate, (iii) upon the occurrence of specified distributions to holders of the Common Stock, (iv) upon a fundamental change of the Company as specified in the Indenture governing the 2014 Notes, or (v) if the Company calls any or all of the 2014 Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date. On and after March 15, 2014, holders may convert their 2014 Notes at any time until the close of business on the third business day prior to the maturity date, regardless of the foregoing circumstances. | ||||||||||||
Upon conversion of the 2014 Notes, the Company will pay (i) cash equal to the lesser of the aggregate principal amount and the conversion value of the 2014 Notes and (ii) shares of the Company’s Common Stock for the remainder, if any, of the Company’s conversion obligation, in each case based on a daily conversion value calculated on a proportionate basis for each trading day in the 20 days trading day conversion reference period as further specified in the Indenture. | ||||||||||||
The Company may not redeem the 2014 Notes at its option prior to June 15, 2012. At any time on or after June 15, 2012, the Company will have the right, at its option, to redeem the 2014 Notes in whole or in part for cash in an amount equal to 100% of the principal amount of the 2014 Notes to be redeemed, together with accrued and unpaid interest, if any, if the closing sale price of the Common Stock for at least 20 days of the 30 days consecutive trading days immediately prior to any date the Company gives a notice of redemption is greater than 130% of the conversion price on the date of such notice. | ||||||||||||
Upon the occurrence of a fundamental change, holders may require the Company to repurchase some or all of their 2014 Notes for cash at a price equal to 100% of the principal amount of the 2014 Notes being repurchased, plus accrued and unpaid interest, if any. In addition, upon the occurrence of certain fundamental changes, as that term is defined in the Indenture, the Company will, in certain circumstances, increase the conversion rate for 2014 Notes converted in connection with such fundamental changes by a specified number of shares of Common Stock, not to exceed 15.5401 per $1,000 principal amount of the 2014 Notes. | ||||||||||||
The following events are considered “Events of Default” under the Indenture which may result in the acceleration of the maturity of the 2014 Notes: | ||||||||||||
-1 | default in the payment when due of any principal of any of the 2014 Notes at maturity, upon redemption or upon exercise of a repurchase right or otherwise; | |||||||||||
-2 | default in the payment of any interest, including additional interest, if any, on any of the 2014 Notes, when the interest becomes due and payable, and continuance of such default for a period of 30 days; | |||||||||||
-3 | the Company’s failure to deliver cash or cash and shares of Common Stock (including any additional shares deliverable as a result of a conversion in connection with a make-whole fundamental change) when required to be delivered upon the conversion of any 2014 Note; | |||||||||||
-4 | default in the Company’s obligation to provide notice of the occurrence of a fundamental change when required by the Indenture; | |||||||||||
-5 | the Company’s failure to comply with any of its other agreements in the 2014 Notes or the Indenture (other than those referred to in clauses (1) through (4) above) for 60 days after the Company’s receipt of written notice to the Company of such default from the trustee or to the Company and the trustee of such default from holders of not less than 25% in aggregate principal amount of the 2014 Notes then outstanding; | |||||||||||
-6 | the Company’s failure to pay when due the principal of, or acceleration of, any indebtedness for money borrowed by the Company or any of its subsidiaries in excess of $30 million principal amount, if such indebtedness is not discharged, or such acceleration is not annulled, by the end of a period of ten days after written notice to the Company by the trustee or to the Company and the trustee by the holders of at least 25% in aggregate principal amount of the 2014 Notes then outstanding; and | |||||||||||
-7 | certain events of bankruptcy, insolvency or reorganization relating to the Company or any of its material subsidiaries (as defined in the Indenture). | |||||||||||
If an event of default, other than an event of default in clause (7) above with respect to the Company occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the 2014 Notes then outstanding may declare the principal amount of, and accrued and unpaid interest, including additional interest, if any, on the 2014 Notes then outstanding to be immediately due and payable. If an event of default described in clause (7) above occurs with respect to the Company the principal amount of and accrued and unpaid interest, including additional interest, if any, on the 2014 Notes will automatically become immediately due and payable. | ||||||||||||
Additional paid-in capital at December 31, 2013 and December 31, 2012 includes $93.4 million and $63.9 million, respectively, related to the equity component of the 2018 and 2014 Notes. | ||||||||||||
As of December 31, 2013, none of the conversion conditions were met related to the 2018 Notes or the 2014 Notes. Therefore, the classification of the entire equity component for the 2018 Notes and the 2014 Notes in permanent equity is appropriate as of December 31, 2013. | ||||||||||||
Interest expense related to the notes for the years ended December 31, 2013, 2012 and 2011 was as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
2018 Notes coupon interest at a rate of 1.125% | $ | 582 | $ | — | $ | — | ||||||
2018 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 5.5% | $ | 2,171 | — | — | ||||||||
2014 Notes coupon interest at a rate of 5% | 8,625 | 8,625 | 8,625 | |||||||||
2014 Notes amortization of discount at an additional effective interest rate of 11.7% | 17,126 | 14,695 | 12,622 | |||||||||
Total interest expense on convertible notes | $ | 28,504 | $ | 23,320 | $ | 21,247 | ||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Commitments and Contingencies | ' | |||||||||||||||||||||||||||
Commitments and Contingencies | ||||||||||||||||||||||||||||
On December 15, 2009, the Company entered into a lease agreement for approximately 125,000 square feet of office space located at 1050 Enterprise Way in Sunnyvale, California commencing on July 1, 2010 and expiring on June 30, 2020. The office space is used for the Company’s corporate headquarters, as well as engineering, marketing and administrative operations and activities. The annual base rent for these leases includes certain rent abatement and increases annually over the lease term. The Company has two options to extend the lease for a period of 60 months each and a one-time option to terminate the lease after 84 months in exchange for an early termination fee. Pursuant to the terms of the lease, the landlord agreed to reimburse the Company approximately $9.1 million, which was received by the year ended December 31, 2011. The Company recognized the reimbursement as an additional imputed financing obligation as such payment from the landlord is deemed to be an imputed financing obligation. On November 4, 2011, to better plan for future expansion, the Company entered into an amended lease for its Sunnyvale facility for approximately an additional 31,000-square-foot space commencing on March 1, 2012 and expiring on June 30, 2020. Additionally, a tenant improvement allowance to be provided by the landlord was approximately $1.7 million. On September 29, 2012, the Company entered into a second amended Sunnyvale lease to reduce the tenant improvement allowance to approximately $1.5 million. On January 31, 2013, the Company entered into a third amendment to the Sunnyvale lease to surrender the 31,000 square-foot space from the first amendment back to the landlord and recorded a total charge of $2.0 million related to the surrender of the amended lease. | ||||||||||||||||||||||||||||
On March 8, 2010, the Company entered into a lease agreement for approximately 25,000 square feet of office and manufacturing areas, located in Brecksville, Ohio. The office area is used for the LDT group’s engineering activities while the manufacturing area is used for the manufacture of prototypes. This lease was amended on September 29, 2011 to expand the facility to approximately 51,000 total square feet and the amended lease will expire on July 31, 2019. The Company has an option to extend the lease for a period of 60 months. | ||||||||||||||||||||||||||||
The Company undertook a series of structural improvements to ready the Sunnyvale and Brecksville facilities for its use. Since these improvements were considered structural in nature and the Company was responsible for any cost overruns, for accounting purposes, the Company was treated in substance as the owner of each construction project during the construction period. At the completion of each construction, the Company concluded that it retained sufficient continuing involvement to preclude de-recognition of the building under the FASB authoritative guidance applicable to the sale leasebacks of real estate. As such, the Company continues to account for the buildings as owned real estate and to record an imputed financing obligation for its obligations to the legal owners. | ||||||||||||||||||||||||||||
Monthly lease payments on these facilities are allocated between the land element of the lease (which is accounted for as an operating lease) and the imputed financing obligation. The imputed financing obligation is amortized using the effective interest method and the interest rate was determined in accordance with the requirements of sale leaseback accounting. For the years ended December 31, 2013, 2012 and 2011, the Company recognized in its Consolidated Statements of Operations $4.4 million, $4.1 million, and $3.3 million, respectively, of interest expense in connection with the imputed financing obligation on these facilities. At December 31, 2013 and 2012, the imputed financing obligation balance in connection with these facilities was $39.7 million and $45.9 million, respectively, which was primarily classified under long-term imputed financing obligation. | ||||||||||||||||||||||||||||
As of December 31, 2013 and 2012, the Company capitalized $40.3 million and $48.8 million in property, plant and equipment based on the estimated fair value of the portion of the pre-construction shell, construction costs related to the build-out of the facilities and capitalized interest during construction period. At the end of the initial lease term, should the Company decide not to renew the lease, the Company would reverse the equal amounts of the net book value of the building and the corresponding imputed financing obligation. | ||||||||||||||||||||||||||||
In November 2011, the Company entered into a lease agreement for approximately 26,000 square feet of office space in San Francisco, California to be used for CRI's office space and is treated as an operating lease. This lease has a commencement date of February 1, 2012 and a lease term of 75 months from the commencement date. The annual base rent includes certain rent abatement and increases annually over the lease term. | ||||||||||||||||||||||||||||
In connection with the June 3, 2011 acquisition of CRI, the Company is obligated to pay a retention bonus to certain CRI employees and contractors, subject to certain eligibility and acceleration provisions including the condition of employment, in three equal amounts of approximately $16.7 million. The first and second payments were paid in cash during the second quarter of 2012 and 2013, respectively, and the remaining payment payable on June 3, 2014 will be paid in cash or stock at the Company’s election. As of December 31, 2013, the remaining retention bonus commitment is $16.9 million and may be forfeited in part or whole by the covered employees and contractors upon voluntary departure from employment or discontinuation of services. Any amounts forfeited will be accelerated and paid by the Company to a designated charity. See Note 5, “Acquisitions,” for additional information regarding the acquisition of CRI. | ||||||||||||||||||||||||||||
On June 29, 2009, the Company entered into an Indenture with U.S. Bank, National Association, as trustee, relating to the issuance by the Company of $150.0 million aggregate principal amount of the 2014 Notes. On July 10, 2009, an additional $22.5 million in aggregate principal amount of 2014 Notes were issued as a result of the underwriters exercising their overallotment option. The aggregate principal amount of the 2014 Notes outstanding as of December 31, 2013 and 2012 was $172.5 million, offset by unamortized debt discount of $8.5 million and $24.9 million, respectively, in the accompanying consolidated balance sheets. The debt discount is currently being amortized over the remaining 6 months until maturity of the 2014 Notes on June 15, 2014. See Note 11, “Convertible Notes,” for additional details. | ||||||||||||||||||||||||||||
On August 16, 2013, the Company entered into an Indenture with U.S. Bank, National Association, as trustee, relating to the issuance by the Company of $138.0 million aggregate principal amount of the 2018 Notes. The aggregate principal amount of the 2018 notes as of December 31, 2013 was $138.0 million, offset by unamortized debt discount of $28.4 million in the accompanying consolidated balance sheet. The unamortized discount related to the 2018 Notes is being amortized to interest expense using the effective interest method over the remaining 56 months until maturity of the 2018 Notes on August 15, 2018. See Note 11, “Convertible Notes,” for additional details. | ||||||||||||||||||||||||||||
As of December 31, 2013, the Company’s material contractual obligations are as follows (in thousands): | ||||||||||||||||||||||||||||
Total | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||||||
Contractual obligations (1) | ||||||||||||||||||||||||||||
Imputed financing obligation (2) | $ | 40,260 | $ | 5,874 | $ | 6,010 | $ | 6,156 | $ | 6,302 | $ | 6,447 | $ | 9,471 | ||||||||||||||
Leases and other contractual obligations | 8,456 | 3,753 | 2,108 | 1,237 | 1,018 | 340 | — | |||||||||||||||||||||
Software licenses (3) | 8,715 | 5,477 | 2,865 | 373 | — | — | — | |||||||||||||||||||||
Acquisition retention bonuses (4) | 18,083 | 18,013 | 70 | — | — | — | ||||||||||||||||||||||
Convertible notes | 310,500 | 172,500 | — | — | — | 138,000 | — | |||||||||||||||||||||
Interest payments related to convertible notes | 12,076 | 5,865 | 1,553 | 1,553 | 1,553 | 1,552 | — | |||||||||||||||||||||
Total | $ | 398,090 | $ | 211,482 | $ | 12,606 | $ | 9,319 | $ | 8,873 | $ | 146,339 | $ | 9,471 | ||||||||||||||
______________________________________ | ||||||||||||||||||||||||||||
-1 | The above table does not reflect possible payments in connection with uncertain tax benefits of approximately $18.8 million including $12.6 million recorded as a reduction of long-term deferred tax assets and $6.2 million in long-term income taxes payable, as of December 31, 2013. As noted below in Note 17, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. | |||||||||||||||||||||||||||
-2 | With respect to the imputed financing obligation, the main components of the difference between the amount reflected in the contractual obligations table and the amount reflected on the Consolidated Balance Sheets are the interest on the imputed financing obligation and the estimated common area expenses over the future periods. Additionally, the amount includes the amended Ohio lease and the amended Sunnyvale lease. | |||||||||||||||||||||||||||
-3 | The Company has commitments with various software vendors for non-cancellable license agreements generally having terms longer than one year. The above table summarizes those contractual obligations as of December 31, 2013 which are also presented on the Company’s Consolidated Balance Sheet under current and other long-term liabilities. | |||||||||||||||||||||||||||
-4 | In connection with acquisitions, the Company is obligated to pay retention bonuses to certain employees and contractors, subject to certain eligibility and acceleration provisions including the condition of employment. The remaining $16.9 million of CRI retention bonuses payable on June 3, 2014 will be paid in cash or stock at the Company’s election. | |||||||||||||||||||||||||||
Rent expense was approximately $3.1 million, $4.1 million and $2.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||||||||||||||||
Indemnifications | ||||||||||||||||||||||||||||
The Company enters into standard license agreements in the ordinary course of business. Although the Company does not indemnify most of its customers, there are times when an indemnification is a necessary means of doing business. Indemnifications cover customers for losses suffered or incurred by them as a result of any patent, copyright, or other intellectual property infringement claim by any third party arising as result of the applicable agreement with the Company. The Company generally attempts to limit the maximum amount of indemnification that the Company could be required to make under these agreements, to the amount of fees received by the Company. | ||||||||||||||||||||||||||||
Several securities fraud class actions, private lawsuits and shareholder derivative actions were filed in state and federal courts against certain of the Company’s current and former officers and directors related to the stock option granting actions. As permitted under Delaware law, the Company has agreements whereby its officers and directors are indemnified for certain events or occurrences while the officer or director is, or was serving, at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s term in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has a director and officer insurance policy that reduces the Company’s exposure and enables the Company to recover a portion of future amounts to be paid. As a result of these indemnification agreements, the Company continues to make payments on behalf of primarily former officers and some current officers. As of December 31, 2013 and 2012, the Company had made cumulative payments of approximately $32.2 million and $32.2 million, respectively, on their behalf. These payments were recorded under costs of restatement and related legal activities in the consolidated statements of operations. Also, in 2011, the Company reached a settlement agreement that resolved the matter captioned Stuart J. Steele, et al. v. Rambus Inc., et al., where the Company agreed to settle the claims against it and the individual defendants for approximately $10.9 million which was recorded under costs of restatement and related legal activities in the consolidated statements of operations. As of December 31, 2013, the Company has cumulatively received $12.3 million from insurance settlements related to the defense of the Company, its directors and its officers which were recorded under costs of restatement and related legal activities in the consolidated statements of operations. During the year ended December 31, 2013, no insurance settlements were received. |
Equity_Incentive_Plans_and_Sto
Equity Incentive Plans and Stock-Based Compensation | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||
Equity Incentive Plans and Stock-Based Compensation | ' | ||||||||||||||
Equity Incentive Plans and Stock-Based Compensation | |||||||||||||||
Stock Option Plans | |||||||||||||||
The Company has three stock option plans under which grants are currently outstanding: the 1997 Stock Option Plan (the “1997 Plan”), the 1999 Non-statutory Stock Option Plan (the “1999 Plan”) and the 2006 Equity Incentive Plan (the “2006 Plan”). Grants under all plans typically have a requisite service period of 60 months or 48 months, have straight-line or graded vesting schedules (the 1997 and 1999 plans only) and expire not more than 10 years from date of grant. Effective with stockholder approval of the 2006 Plan in May 2006, no further awards are being made under the 1997 Plan and the 1999 Plan but the plans will continue to govern awards previously granted under those plans. | |||||||||||||||
The 2006 Plan was approved by the stockholders in May 2006. The 2006 Plan, as amended, provides for the issuance of the following types of incentive awards: (i) stock options; (ii) stock appreciation rights; (iii) restricted stock; (iv) restricted stock units; (v) performance shares and performance units; and (vi) other stock or cash awards. This plan provides for the granting of awards at less than fair market value of the common stock on the date of grant, but such grants would be counted against the numerical limits of available shares at a ratio of 1.5 to 1.0. The Board of Directors reserved 8,400,000 and shares in March 2006 for issuance under this plan, subject to stockholder approval. Upon stockholder approval of this Plan on May 10, 2006, the 1997 Plan was replaced and the 1999 Plan was terminated. On April 30, 2009 and April 26, 2012, stockholders approved an additional 6,500,000 shares on each date for issuance under the 2006 Plan. Those who will be eligible for awards under the 2006 Plan include employees, directors and consultants who provide services to the Company and its affiliates. These options typically have a requisite service period of 60 months or 48 months, have straight-line vesting schedules, and expire ten years from date of grant. The Board will periodically review actual share consumption under the 2006 Plan and may make a request for additional shares as needed. | |||||||||||||||
As of December 31, 2013, 2,527,428 shares of the 21,400,000 shares approved under the 2006 Plan remain available for grant. The 2006 Plan is now the Company’s only plan for providing stock-based incentive compensation to eligible employees, directors and consultants. | |||||||||||||||
A summary of shares available for grant under the Company’s plans is as follows: | |||||||||||||||
Shares Available for Grant | |||||||||||||||
Shares available as of December 31, 2010 | 5,348,162 | ||||||||||||||
Stock options granted | -2,357,001 | ||||||||||||||
Stock options forfeited | 865,097 | ||||||||||||||
Stock options expired under former plans | -503,526 | ||||||||||||||
Nonvested equity stock and stock units granted (1) | -562,257 | ||||||||||||||
Nonvested equity stock and stock units forfeited (1) | 22,401 | ||||||||||||||
Total shares available for grant as of December 31, 2011 | 2,812,876 | ||||||||||||||
Increase in shares approved for issuance | 6,500,000 | ||||||||||||||
Stock options granted (2) | -7,789,220 | ||||||||||||||
Stock options forfeited (3) | 2,610,812 | ||||||||||||||
Stock options expired under former plans | -576,763 | ||||||||||||||
Nonvested equity stock and stock units granted (1) | -1,113,014 | ||||||||||||||
Nonvested equity stock and stock units forfeited (1) | 284,468 | ||||||||||||||
Total shares available for grant as of December 31, 2012 | 2,729,159 | ||||||||||||||
Stock options granted | -2,084,276 | ||||||||||||||
Stock options forfeited | 3,318,022 | ||||||||||||||
Stock options expired under former plans | -1,157,419 | ||||||||||||||
Nonvested equity stock and stock units granted (1) | -709,611 | ||||||||||||||
Nonvested equity stock and stock units forfeited (1) | 431,553 | ||||||||||||||
Total shares available for grant as of December 31, 2013 | 2,527,428 | ||||||||||||||
______________________________________ | |||||||||||||||
-1 | For purposes of determining the number of shares available for grant under the 2006 Plan against the maximum number of shares authorized, each restricted stock granted reduces the number of shares available for grant by 1.5 shares and each restricted stock forfeited increases shares available for grant by 1.5 shares. | ||||||||||||||
-2 | Amount includes 2,840,986 shares that were granted from the stock option exchange program (discussed below). | ||||||||||||||
-3 | Amount excludes 6,449,255 shares that were surrendered from the stock option exchange program (discussed below) as the shares are no longer available for grant. | ||||||||||||||
Stock Option Exchange Program | |||||||||||||||
On April 26, 2012, the Company launched a one-time stock option exchange program ("option exchange”) pursuant to which eligible employees were able to exchange certain outstanding stock options for a fewer number of shares having an exercise price equal to the fair market value of the Company’s common stock on June 22, 2012. The Company's named executive officers, senior vice presidents and members of its Board of Directors were not eligible to participate in the Program. Pursuant to the terms and conditions of the option exchange, the Company accepted for exchange, 6,449,255 options. All surrendered options were canceled effective as of the expiration of the option exchange, and immediately thereafter, in exchange thereof, the Company granted new options with an exercise price of $5.63 per share (representing the closing price of its common stock on June 22, 2012, as reported on the NASDAQ Global Select Market) to purchase an aggregate of 2,840,986 shares of common stock under the 2006 Plan. New options have a new contractual term of the longer of the original remaining contractual term of the surrendered options or five years, and generally will vest over a three-year period from the date of grant, with one-third of the shares vesting on the first year anniversary of the grant date and the remaining shares vesting monthly thereafter. As a result of the option exchange, the total incremental compensation cost of the new options was approximately $1.0 million. The total remaining unrecognized compensation cost related to the original options of $19.9 million and the incremental compensation cost of the new options granted of $1.0 million will be recognized over the three years requisite service period. | |||||||||||||||
General Stock Option Information | |||||||||||||||
The following table summarizes stock option activity under the 1997, 1999 and 2006 Plans for the years ended December 31, 2013, 2012 and 2011 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of December 31, 2013. | |||||||||||||||
Options Outstanding | Weighted Average Remaining Contractual Term | ||||||||||||||
Number of Shares | Weighted Average Exercise Price per Share | Aggregate Intrinsic Value | |||||||||||||
(Dollars in thousands, except per share amounts) | |||||||||||||||
Outstanding as of December 31, 2010 | 13,969,383 | $ | 18.85 | ||||||||||||
Options granted | 2,357,001 | $ | 18.83 | ||||||||||||
Options exercised | -873,691 | $ | 8.46 | ||||||||||||
Options forfeited | -865,097 | $ | 14.53 | ||||||||||||
Outstanding as of December 31, 2011 | 14,587,596 | $ | 19.73 | ||||||||||||
Options granted | 7,789,220 | $ | 5.81 | ||||||||||||
Options exercised | -221,934 | $ | 4.44 | ||||||||||||
Options forfeited | -2,610,812 | $ | 10.91 | ||||||||||||
Options surrendered in stock option exchange program | -6,449,255 | $ | 21.11 | ||||||||||||
Outstanding as of December 31, 2012 | 13,094,815 | $ | 12.79 | ||||||||||||
Options granted | 2,084,276 | $ | 6.09 | ||||||||||||
Options exercised | -483,923 | $ | 6.72 | ||||||||||||
Options forfeited | -3,318,022 | $ | 14.51 | ||||||||||||
Outstanding as of December 31, 2013 | 11,377,146 | $ | 11.32 | 5.7 | $ | 24,540 | |||||||||
Vested or expected to vest at December 31, 2013 | 10,685,898 | $ | 11.64 | 5.5 | $ | 22,113 | |||||||||
Options exercisable at December 31, 2013 | 6,242,733 | $ | 15.35 | 3.7 | $ | 6,779 | |||||||||
During the years ended December 31, 2013 and 2011, no stock options that contain a market condition were granted. During the year ended December 31, 2012, 1,795,000 stock options that contain a market condition were granted. These options vest in three years if specified stock prices are achieved. The fair values of the options granted with a market condition were calculated using a binomial valuation model, which estimates the potential outcome of reaching the market condition based on simulated future stock prices. As of December 31, 2013 and 2012, there were 1,315,000 and 1,535,000 stock options outstanding, respectively, that require the Company to achieve minimum market conditions in order for the options to become exercisable. | |||||||||||||||
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value for in-the-money options at December 31, 2013, based on the $9.47 closing stock price of Rambus’ Common Stock on December 31, 2013 on the NASDAQ Global Select Market, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options outstanding and exercisable as of December 31, 2013 was 7,167,696 and 2,453,877, respectively. | |||||||||||||||
The following table summarizes the information about stock options outstanding and exercisable as of December 31, 2013: | |||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||
Range of Exercise Prices | Number Outstanding | Weighted Average Remaining | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | ||||||||||
Contractual Life (in years) | |||||||||||||||
$4.13 – $5.39 | 1,087,176 | 8.6 | $ | 4.45 | 93,470 | $ | 4.8 | ||||||||
$5.46 – $5.46 | 1,306,654 | 9 | $ | 5.46 | 240,292 | $ | 5.46 | ||||||||
$5.49 – $5.49 | 36,918 | 9.1 | $ | 5.49 | 5,734 | $ | 5.49 | ||||||||
$5.63 – $5.63 | 1,511,307 | 5.3 | $ | 5.63 | 724,285 | $ | 5.63 | ||||||||
$5.76– $5.76 | 1,246,839 | 8.5 | $ | 5.76 | 219,246 | $ | 5.76 | ||||||||
$6.39– $7.97 | 1,138,049 | 7.3 | $ | 7.27 | 531,824 | $ | 7.27 | ||||||||
$8.11 – $13.30 | 1,177,647 | 5.7 | $ | 9.21 | 784,077 | $ | 9.15 | ||||||||
$13.31 – $18.69 | 1,250,463 | 2.8 | $ | 16.92 | 1,138,570 | $ | 17.15 | ||||||||
$19.13 – $21.51 | 1,318,182 | 2.5 | $ | 20.15 | 1,237,247 | $ | 20.1 | ||||||||
$21.95 – $40.80 | 1,303,911 | 2 | $ | 26.12 | 1,267,988 | $ | 26.21 | ||||||||
$4.13 – $40.80 | 11,377,146 | 5.7 | $ | 11.32 | 6,242,733 | $ | 15.35 | ||||||||
Employee Stock Purchase Plans | |||||||||||||||
During the three year period ended December 31, 2013, the Company had one employee stock purchase plan, the 2006 Employee Stock Purchase Plan. | |||||||||||||||
In March 2006, the Company adopted the 2006 Employee Stock Purchase Plan, as amended (the “2006 Purchase Plan” or "ESPP") and reserved 1,600,000 shares, subject to stockholder approval which was received on May 10, 2006. On April 26, 2012, an additional 1,500,000 shares were approved by stockholders. On September 27, 2013, the Company filed a Registration Statement on Form S-8, registering 1,500,000 additional shares under the ESPP in connection with the commencement of the next subscription period under the ESPP. Issuance of these additional shares will be subject to shareholder approval amending the ESPP to increase the number of shares reserved for issuance by 1,500,000 shares at the Company’s next annual meeting of shareholders in April 2014. Employees generally will be eligible to participate in this plan if they are employed by Rambus for more than 20 hours per week and more than five months in a fiscal year. The 2006 Purchase Plan provides for six month offering periods, with a new offering period commencing on the first trading day on or after May 1 and November 1 of each year. Under this plan, employees may purchase stock at the lower of 85% of the beginning of the offering period (the enrollment date), or the end of each offering period (the purchase date). Employees generally may not purchase more than the number of shares having a value greater than $25,000 in any calendar year, as measured at the purchase date. | |||||||||||||||
The Company issued 1,063,283 shares at a weighted average price of $4.87 per share during the year ended December 31, 2013. The Company issued 731,449 shares at a weighted average price of $4.21 per share during the year ended December 31, 2012. The Company issued 271,804 shares at a weighted average price of $15.62 per share during the year ended December 31, 2011. As of December 31, 2013, 19,232 shares under the ESPP remain available for issuance. | |||||||||||||||
Stock-Based Compensation | |||||||||||||||
Stock Options | |||||||||||||||
During the years ended December 31, 2013, 2012 and 2011, Rambus granted 2,084,276, 7,789,220(including options granted in the stock option exchange program and options granted that contain a market condition) and 2,357,001 stock options, respectively, with an estimated total grant-date fair value of $5.4 million, $32.7 million and $24.2 million, respectively. During the years ended December 31, 2013, 2012 and 2011, Rambus recorded stock-based compensation related to stock options of $10.4 million, $15.0 million and $19.6 million, respectively. | |||||||||||||||
As of December 31, 2013, there was $16.9 million of total unrecognized compensation cost, net of expected forfeitures, related to unvested stock-based compensation arrangements granted under the stock option plans. This cost is expected to be recognized over a weighted-average period of 2.3 years. The total fair value of options vested for the years ended December 31, 2013, 2012 and 2011 was $64.3 million, $80.0 million and $144.8 million, respectively. | |||||||||||||||
The total intrinsic value of options exercised was $1.3 million, $0.2 million and $6.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. Intrinsic value is the total value of exercised shares based on the price of the Company’s Common Stock at the time of exercise less the proceeds received from the employees to exercise the options. | |||||||||||||||
During the years ended December 31, 2013, 2012 and 2011, proceeds from employee stock option exercises totaled approximately $3.3 million, $1.0 million and $7.4 million, respectively. | |||||||||||||||
Employee Stock Purchase Plans | |||||||||||||||
During the years ended December 31, 2013, 2012 and 2011, Rambus recorded stock-based compensation related to the ESPP of $1.5 million, $2.2 million and $1.7 million, respectively. As of December 31, 2013, there was an immaterial amount of unrecognized compensation cost related to share-based compensation arrangements granted under the ESPP. That cost is expected to be recognized over four months. | |||||||||||||||
There were no tax benefits realized as a result of employee stock option exercises, stock purchase plan purchases, and vesting of equity stock and stock units for the years ended December 31, 2013, 2012 and 2011. | |||||||||||||||
Valuation Assumptions | |||||||||||||||
Rambus estimates the fair value of stock options using the Black-Scholes-Merton model (“BSM”). The BSM model determines the fair value of stock-based compensation and is affected by Rambus’ stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include expected volatility, expected life of the award, expected dividend rate, and expected risk-free rate of return. The assumptions for expected volatility and expected life are the two assumptions that significantly affect the grant date fair value. If actual results differ significantly from these estimates, stock-based compensation expense and Rambus’ results of operations could be materially impacted. | |||||||||||||||
The fair value of stock awards is estimated as of the grant date using the BSM option-pricing model assuming a dividend yield of 0% and the additional weighted-average assumptions as listed in the following tables: | |||||||||||||||
The following table presents the weighted-average assumptions used to estimate the fair value of stock options granted that contain only service conditions in the periods presented. The assumptions used to estimate the fair value of stock options granted under the stock option exchange program are excluded from the following: | |||||||||||||||
Stock Option Plans for Years Ended December 31, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||
Stock Option Plans | |||||||||||||||
Expected stock price volatility | 45%-47% | 57%-68% | 50%-75% | ||||||||||||
Risk free interest rate | 0.8%-1.5% | 0.6%-0.9% | 1.4%-2.8% | ||||||||||||
Expected term (in years) | 5.4-5.5 | 5.5-5.7 | 6.0-6.1 | ||||||||||||
Weighted-average fair value of stock options granted | $2.60 | $3.57 | $10.27 | ||||||||||||
During the year ended December 31, 2012, the Company granted 1,795,000 stock options that contain a market condition. The fair values of the options granted with a market condition were calculated using a binomial valuation model, which estimates the potential outcome of reaching the market condition based on simulated future stock prices. The weighted average fair value associated with these market condition options was immaterial. | |||||||||||||||
Employee Stock Purchase Plan for Years Ended December 31, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||
Employee Stock Purchase Plan | |||||||||||||||
Expected stock price volatility | 44%-48% | 56%-63% | 56%-78% | ||||||||||||
Risk free interest rate | 0.10% | 0.20% | 0.10% | ||||||||||||
Expected term (in years) | 0.5 | 0.5 | 0.5 | ||||||||||||
Weighted-average fair value of purchase rights granted under the purchase plan | $1.96 | $1.58 | $6.16 | ||||||||||||
Expected Stock Price Volatility: Given the volume of market activity in its market traded options, Rambus determined that it would use the implied volatility of its nearest-to-the-money traded options. The Company believes that the use of implied volatility is more reflective of market conditions and a better indicator of expected volatility than historical volatility. If there is not sufficient volume in its market traded options, the Company will use an equally weighted blend of historical and implied volatility. | |||||||||||||||
Risk-free Interest Rate: Rambus bases the risk-free interest rate used in the BSM valuation method on implied yield currently available on the U.S. Treasury zero-coupon issues with an equivalent term. Where the expected terms of Rambus’ stock-based awards do not correspond with the terms for which interest rates are quoted, Rambus uses an approximation based on rates on the closest term currently available. | |||||||||||||||
Expected Term: The expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected term was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The expected term of ESPP grants is based upon the length of each respective purchase period. | |||||||||||||||
Nonvested Equity Stock and Stock Units | |||||||||||||||
The Company grants nonvested equity stock units to officers, directors and employees. For the year ended December 31, 2013, 2012 and 2011, the Company granted nonvested equity stock units totaling 473,074, 742,009 and 374,838 shares, respectively, under the 2006 Plan. These awards have a service condition, generally a service period of four years, except in the case of grants to directors, for which the service period is one year. The nonvested equity stock units were valued at the date of grant giving them a fair value of approximately $3.3 million, $4.8 million and $6.7 million, respectively. The Company occasionally grants nonvested equity stock units to its employees with vesting subject to the achievement of certain performance conditions. During the years ended December 31, 2013, 2012 and 2011, the achievement of certain performance conditions was considered probable, and as a result, the Company recognized an immaterial amount of stock-based compensation expense related to these performance stock units for all three years. | |||||||||||||||
For the years ended December 31, 2013, 2012 and 2011, the Company recorded stock-based compensation expense of approximately $3.1 million, $5.3 million and $6.7 million, respectively, related to all outstanding equity stock grants. Unrecognized stock-based compensation related to all nonvested equity stock grants, net of an estimate of forfeitures, was approximately $3.7 million at December 31, 2013. This cost is expected to be recognized over a weighted average period of 2.3 years. | |||||||||||||||
The following table reflects the activity related to nonvested equity stock and stock units for the three years ended December 31, 2013: | |||||||||||||||
Nonvested Equity Stock and Stock Units | Shares | Weighted-Average | |||||||||||||
Grant-Date Fair Value | |||||||||||||||
Nonvested at December 31, 2010 | 718,007 | $ | 18.23 | ||||||||||||
Granted | 374,838 | $ | 17.86 | ||||||||||||
Vested | -314,401 | $ | 18.15 | ||||||||||||
Forfeited | -14,934 | $ | 21.76 | ||||||||||||
Nonvested at December 31, 2011 | 763,510 | $ | 18.02 | ||||||||||||
Granted | 742,009 | $ | 6.43 | ||||||||||||
Vested | -393,383 | $ | 17.38 | ||||||||||||
Forfeited | -189,645 | $ | 11.77 | ||||||||||||
Nonvested at December 31, 2012 | 922,491 | $ | 10.24 | ||||||||||||
Granted | 473,074 | $ | 6.92 | ||||||||||||
Vested | -478,214 | $ | 9.81 | ||||||||||||
Forfeited | -287,702 | $ | 9.18 | ||||||||||||
Nonvested at December 31, 2013 | 629,649 | $ | 8.56 | ||||||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity | ' |
Stockholders’ Equity | |
During the second quarter of 2011, the Company acquired CRI. As part of the acquisition, the Company issued approximately 6.4 million shares of the Company’s common stock, of which approximately 161 thousand shares were used to satisfy tax withholding obligations for certain former CRI employees and consultants. See Note 5, “Acquisitions,” for additional information regarding the acquisition of CRI. | |
Share Repurchase Program | |
In October 2001, the Company’s Board of Directors (the “Board”) approved a share repurchase program of its common stock, principally to reduce the dilutive effect of employee stock options. To date, the Board has approved the authorization to repurchase up to 19.0 million shares of the Company’s outstanding common stock over an undefined period of time. On February 25, 2010, the Board approved a new share repurchase program authorizing the repurchase of up to an additional 12.5 million shares. Share repurchases under the program may be made through open market, established plan or privately negotiated transactions in accordance with all applicable securities laws, rules, and regulations. There is no expiration date applicable to the program. The new share repurchase program replaces the program authorized in October 2001. | |
On August 19, 2010, the Company entered into a share repurchase agreement (the “Share Repurchase Agreement”) with J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National Association, London Branch (“JP Morgan”) to repurchase approximately $90.0 million of its common stock, as part of its share repurchase program. Under the Share Repurchase Agreement, the Company pre-paid to J.P. Morgan the $90 million purchase price in the third quarter of 2010 for the common stock and J.P. Morgan delivered to the Company approximately 4.8 million shares of common stock at an average price of $18.88 at the completion of the Share Repurchase Agreement in December 2010. | |
For the years ended December 31, 2013 and 2012, the Company did not repurchase any shares of its common stock under its share repurchase program. As of December 31, 2013, the Company had repurchased a cumulative total of approximately 26.3 million shares of its common stock with an aggregate price of approximately $428.9 million since the commencement of the program in 2001. As of December 31, 2013, there remained an outstanding authorization to repurchase approximately 5.2 million shares of the Company’s outstanding common stock. | |
The Company records stock repurchases as a reduction to stockholders’ equity. The Company records a portion of the purchase price of the repurchased shares as an increase to accumulated deficit when the price of the shares repurchased exceeds the average original proceeds per share received from the issuance of common stock. |
Benefit_Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Benefit Plans | ' |
Benefit Plans | |
Rambus has a 401(k) Profit Sharing Plan (the “401(k) Plan”) qualified under Section 401(k) of the Internal Revenue Code of 1986. Each eligible employee may elect to contribute up to 60% of the employee’s annual compensation to the 401(k) Plan, up to the Internal Revenue Service limit. Rambus, at the discretion of its Board of Directors, may match employee contributions to the 401(k) Plan. The Company matches 50% of eligible employee’s contribution, up to the first 6% of an eligible employee’s qualified earnings. For the years ended December 31, 2013, 2012 and 2011, Rambus made matching contributions totaling approximately $1.8 million, $2.1 million and $1.6 million, respectively. |
Restructuring_Charges
Restructuring Charges | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||
Restructuring Costs | ' | ||||||||||||
Restructuring Charges | |||||||||||||
The 2012 Plan | |||||||||||||
During 2012, the Company initiated a restructuring program to reduce overall corporate expenses which is expected to improve future profitability by reducing spending on marketing, general and administrative programs and refining some of the Company's research and development efforts (the “2012 Plan”). In connection with this restructuring program, the Company estimates that it will incur aggregate costs of approximately $10.0 million. During the year ended December 31, 2013, the Company incurred restructuring charges of $2.1 million related primarily to the consolidation of certain facilities and the reduction in workforce, of which a majority was related to corporate support functions. During the year ended December 31, 2012, the Company incurred restructuring charges of $7.3 million related primarily to the reduction in workforce, of which $3.4 million was related to the CTO reportable segment; $0.7 million was related to the MID reportable segment; $0.1 million was related to the All Other reportable segment; and $3.1 million was related to corporate support functions that impacted each of the Company's operating segments. There were no restructuring charges in 2011. Since the inception of the program, the Company has incurred $9.4 million in restructuring related charges. The Company expects to substantially complete its restructuring activities in 2014. | |||||||||||||
The following table summarizes the 2012 Plan restructuring activities during the years ended December 31, 2013 and 2012: | |||||||||||||
Employee | Facilities | Total | |||||||||||
Severance | |||||||||||||
and Related Benefits | |||||||||||||
(in thousands) | |||||||||||||
Balance at December 31, 2011 | $ | — | $ | — | $ | — | |||||||
Charges | 7,301 | — | 7,301 | ||||||||||
Payments | (6,395 | ) | — | (6,395 | ) | ||||||||
Balance at December 31, 2012 | $ | 906 | $ | — | $ | 906 | |||||||
Charges | 136 | 1,960 | 2,096 | ||||||||||
Payments | (958 | ) | (1,307 | ) | (2,265 | ) | |||||||
Non-cash settlements | — | (653 | ) | * | (653 | ) | |||||||
Balance at December 31, 2013 | $ | 84 | — | $ | 84 | ||||||||
______________________________________ | |||||||||||||
*The non-cash charge of $653 thousand is related to the termination of the Company's financing obligation associated with abandoning a construction asset at one of its facilities. | |||||||||||||
The 2013 Plan | |||||||||||||
During 2013, the Company initiated a restructuring program related primarily to its LDT group as a result of the change in its business strategy to reduce its focus on the lower margin bulb products. Additionally, the Company curtailed its immersive media platform spending (the “2013 Plan”). In connection with this restructuring program, the Company estimates that it will incur aggregate costs of approximately $3.0 million to $4.0 million. During the year ended December 31, 2013, the Company incurred restructuring charges of $3.4 million related primarily to the reduction in workforce, of which $2.4 million was related to the CTO reportable segment, $0.1 million was related to the MID reportable segment and $0.9 million was related to the All Other reportable segment. The Company expects to substantially complete its restructuring activities related to this plan by the end of 2014. | |||||||||||||
The following table summarizes the 2013 Plan restructuring activities during the year ended December 31, 2013: | |||||||||||||
Employee | Facilities | Total | |||||||||||
Severance | |||||||||||||
and Related Benefits | |||||||||||||
(In thousands) | |||||||||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | — | |||||||
Charges | 3,255 | 195 | 3,450 | ||||||||||
Payments | (1,523 | ) | (62 | ) | (1,585 | ) | |||||||
Non-cash settlements | — | — | — | ||||||||||
Balance at December 31, 2013 | $ | 1,732 | 133 | $ | 1,865 | ||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Income Tax Expense (Benefit) [Abstract] | ' | ||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
Income before taxes consisted of the following: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(In thousands) | |||||||||||||||||
Domestic | $ | (12,535 | ) | $ | (61,036 | ) | $ | (3,586 | ) | ||||||||
Foreign | 518 | (56,849 | ) | (22,215 | ) | ||||||||||||
$ | (12,017 | ) | $ | (117,885 | ) | $ | (25,801 | ) | |||||||||
The provision for income taxes is comprised of: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(In thousands) | |||||||||||||||||
Federal: | |||||||||||||||||
Current | $ | 19,319 | $ | 15,048 | $ | 16,595 | |||||||||||
Deferred | 2,200 | 587 | (255 | ) | |||||||||||||
State: | |||||||||||||||||
Current | 47 | (2,868 | ) | 17 | |||||||||||||
Deferred | (501 | ) | 2,934 | — | |||||||||||||
Foreign: | |||||||||||||||||
Current | 446 | 543 | 886 | ||||||||||||||
Deferred | 220 | 207 | 9 | ||||||||||||||
$ | 21,731 | $ | 16,451 | $ | 17,252 | ||||||||||||
The differences between Rambus’ effective tax rate and the U.S. federal statutory regular tax rate are as follows: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Expense (benefit) at U.S. federal statutory rate | (35.0 | )% | (35.0 | )% | (35.0 | )% | |||||||||||
Expense (benefit) at state statutory rate | (3.3 | ) | 0.1 | (0.1 | ) | ||||||||||||
Withholding tax | 160.4 | 13.3 | 64.2 | ||||||||||||||
Foreign rate differential | 4.1 | 17.4 | 33 | ||||||||||||||
Research and development (“R&D”) credit | (36.7 | ) | — | (1.0 | ) | ||||||||||||
Executive compensation | 0.8 | 0.3 | 2 | ||||||||||||||
Non-deductible stock-based compensation | 2.5 | 0.7 | 2.8 | ||||||||||||||
Foreign tax credit | (163.3 | ) | (13.3 | ) | (197.7 | ) | |||||||||||
Capitalized merger and acquisition costs | — | 0.3 | 5.9 | ||||||||||||||
Other | (1.0 | ) | (2.2 | ) | 0.5 | ||||||||||||
Valuation allowance | 252.3 | 32.4 | 192.3 | ||||||||||||||
180.8 | % | 14 | % | 66.9 | % | ||||||||||||
The components of the net deferred tax assets are as follows: | |||||||||||||||||
As of December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Depreciation and amortization | $ | 28,093 | $ | 20,230 | |||||||||||||
Other liabilities and reserves | 18,578 | 19,624 | |||||||||||||||
Deferred equity compensation | 33,837 | 42,546 | |||||||||||||||
Net operating loss carryovers | 27,416 | 38,133 | |||||||||||||||
Tax credits | 100,052 | 76,826 | |||||||||||||||
Total gross deferred tax assets | 207,976 | 197,359 | |||||||||||||||
Convertible debt | -12,664 | -8,019 | |||||||||||||||
Total net deferred tax assets | 195,312 | 189,340 | |||||||||||||||
Valuation allowance | (192,823 | ) | (184,817 | ) | |||||||||||||
Net deferred tax assets | $ | 2,489 | $ | 4,523 | |||||||||||||
As of December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Reported as: | |||||||||||||||||
Current deferred tax assets | $ | 205 | $ | 788 | |||||||||||||
Current deferred tax liabilities | (791 | ) | — | ||||||||||||||
Non-current deferred tax assets | 4,797 | 4,458 | |||||||||||||||
Non-current deferred tax liabilities | (1,722 | ) | (723 | ) | |||||||||||||
Net deferred tax assets | $ | 2,489 | $ | 4,523 | |||||||||||||
During the quarter ended December 31, 2013, the Company identified a prior period error which resulted in an overstatement of the gross deferred tax asset related to the deferred equity compensation balance and its related valuation allowance in the Income Taxes footnote disclosures as reported on Form 10-K for the year ended December 31, 2012. As the Company recorded a full valuation allowance for this asset, the error did not have any effect on the Company’s financial results and position. The Company has made the correction of the error in the periods in which they originated and reflected the correction in the Income Taxes footnote on Form 10-K for the year ended December 31, 2013. | |||||||||||||||||
Management periodically evaluates the realizability of the Company's net deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on the Company's ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. The Company weighed both positive and negative evidence and determined that there is a continued need for a valuation allowance as the Company is in a cumulative loss position over the previous three years, which is considered significant negative evidence. A sustained period of profitability in the Company's operations is required before the Company would change its judgment regarding the need for a full valuation allowance against its net deferred tax assets. Although the weight of negative evidence related to cumulative losses is decreasing as the uncertainty around litigation settlement is reducing, the Company believes that this objectively measured negative evidence outweighs the subjectively determined positive evidence of future profitability and, as such, the Company has not changed its judgment regarding the need for a full valuation allowance on its deferred tax assets in the United States in 2013. However, continued improvement in the Company's operating results, conditioned on its MID, LDT or CRI reporting units successfully commercializing new business arrangements, signing new or renewing existing license agreements and managing costs, could lead to reversal of almost all of the Company's valuation allowance as early as 2014. Until such time, consumption of tax attributes to offset profits will reduce the overall level of deferred tax assets subject to valuation allowance. Should the Company determine that it would be able to realize its remaining deferred tax assets in the foreseeable future, an adjustment to its remaining deferred tax assets would cause a material increase to income in the period such determination is made. | |||||||||||||||||
The following table presents the tax valuation allowance information for the years ended December 31, 2013, December 31, 2012 and December 31, 2011: | |||||||||||||||||
Balance at Beginning of Period | Charged (Credited) to Operations | Charged to Other Account* | Utilized | Balance at End of Period | |||||||||||||
Tax Valuation Allowance | |||||||||||||||||
Year ended December 31, 2011 | $ | 66,395 | — | 64,153 | — | $ | 130,548 | ||||||||||
Year ended December 31, 2012 | $ | 130,548 | — | 54,269 | — | $ | 184,817 | ||||||||||
Year ended December 31, 2013 | $ | 184,817 | — | 8,006 | — | $ | 192,823 | ||||||||||
______________________________________ | |||||||||||||||||
* | Amounts not charged to operations are charged to other comprehensive income or deferred tax assets (liabilities). | ||||||||||||||||
As of December 31, 2013, Rambus has federal and California net operating loss carryforwards of $46.2 million and $302.2 million, respectively. As of December 31, 2013, Rambus has federal research and development tax credit carryforwards of $30.7 million, alternative minimum tax credits of $2.5 million, and foreign tax credits of $102.0 million. As of December 31, 2013, Rambus has California research and development tax credit carryforwards of $14.9 million. These carryforward amounts include $35.6 million of federal tax credits, $1.5 million of federal net operating losses, and $97.3 million of California net operating losses for which no deferred tax asset has been recognized because they relate to excess tax benefits from stock option tax deductions. The excess tax benefits will be recorded to additional paid-in capital when they reduce cash taxes payable. The federal net operating loss begins to expire in 2031. The federal foreign tax credits and research and development credits begin to expire in 2016 and 2018, respectively. Approximately $55 million of federal foreign tax credits expire in 2020. The California net operating losses begin to expire in 2018. The federal alternative minimum tax credits and the California research and development credits carry forward indefinitely. | |||||||||||||||||
In the event of a change in ownership, as defined under federal and state tax laws, Rambus' net operating loss and tax credit carryforwards could be subject to annual limitations. The annual limitations could result in the expiration of the net operating loss and tax credit carryforwards prior to utilization. | |||||||||||||||||
As of December 31, 2013, the Company had $18.8 million of unrecognized tax benefits including $12.6 million recorded as a reduction of long-term deferred tax assets and $6.2 million recorded in long term income taxes payable. If recognized, $1.6 million would be recorded as an income tax benefit in the consolidated statements of operations. As of December 31, 2012, the Company had $16.8 million of unrecognized tax benefits including $10.6 million recorded as a reduction of long-term deferred tax assets and $6.2 million recorded in long term income taxes payable. If recognized, $2.0 million would be recorded as an income tax benefit in the consolidated statements of operations. It is reasonably possible that a reduction of up to $2.0 million of existing unrecognized tax benefits could occur in the next 12 months. | |||||||||||||||||
A reconciliation of the beginning and ending amounts of unrecognized income tax benefits for the years ended December 31, 2013, 2012 and 2011 is as follows (amounts in thousands): | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Balance at January 1 | $ | 16,773 | $ | 16,610 | $ | 11,816 | |||||||||||
Tax positions related to current year: | |||||||||||||||||
Additions | 1,156 | 589 | 608 | ||||||||||||||
Tax positions related to prior years: | |||||||||||||||||
Additions | 956 | 1,521 | 4,911 | ||||||||||||||
Reductions | (91 | ) | (1,947 | ) | (725 | ) | |||||||||||
Settlements | — | — | — | ||||||||||||||
Balance at December 31 | $ | 18,794 | $ | 16,773 | $ | 16,610 | |||||||||||
Rambus recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision (benefit). At December 31, 2013 and 2012, an immaterial amount of interest and penalties are included in long-term income taxes payable. | |||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists". The amendments of this ASU require that entities that have an unrecognized tax benefit and a net operating loss carryforward or similar tax loss or tax credit carryforward in the same jurisdiction as the uncertain tax position present the unrecognized tax benefit as a reduction of the deferred tax asset for the loss or tax credit carryforward rather than as a liability when the uncertain tax position would reduce the loss or tax credit carryforward under the tax law. The disclosure requirements will be effective for annual periods beginning after December 15, 2013. The Company expects to adopt this new standard in the first quarter of tax year 2014. The Company anticipates the adoption may result in equal reductions to both deferred tax assets and long term taxes payable of approximately $4.7 million. | |||||||||||||||||
Rambus files income tax returns for the U.S., California, India and various other state and foreign jurisdictions. The U.S. federal returns are subject to examination from 2012 and forward. The California returns are subject to examination from 2009 and forward. In addition, any R&D credit carryforward or net operating loss carryforward generated in prior years and utilized in these or future years may also be subject to examination. The India returns are subject to examination from fiscal year ending March 2006 and forward. The Company is currently under examination by California for the 2010 and 2011 tax years and by India for fiscal years ending March 2006, 2009 and 2010. Management regularly assesses the likelihood of outcomes resulting from income tax examinations to determine the adequacy of their provision for income taxes and believes their provision for unrecognized tax benefits is adequate. In January 2014, an Internal Revenue Service examination covering the 2010 through 2011 tax years was completed. The recognition or remeasurement of unrecognized tax benefits from the audit will be reflected in the Company’s financial statements for the quarter ending March 31, 2014 and is not expected to be material to the Consolidated Statement of Operations because of the Company’s valuation allowance position. | |||||||||||||||||
At December 31, 2013, no deferred taxes have been provided on undistributed earnings of approximately $7.4 million from the Company’s international subsidiaries since these earnings have been, and under current plans will continue to be, permanently reinvested outside the United States. It is not practicable to determine the amount of the unrecognized tax liability at this time. |
Litigation_and_Asserted_Claims
Litigation and Asserted Claims | 12 Months Ended |
Dec. 31, 2013 | |
LitigationAndAssertedClaimsDisclosureAbstract | ' |
Litigation and Asserted Claims | ' |
Litigation and Asserted Claims | |
SK hynix Litigation | |
U.S District Court of the Northern District of California | |
On August 29, 2000, SK hynix (formerly Hyundai and Hynix) and various subsidiaries filed suit against Rambus in the U.S. District Court for the Northern District of California. The complaint asserts claims for fraud, violations of federal antitrust laws and deceptive practices in connection with Rambus' participation in a standards setting organization called JEDEC, and seeks a declaratory judgment that the Rambus patents-in-suit are unenforceable, invalid and not infringed by SK hynix, compensatory and punitive damages, and attorneys' fees. Rambus denied SK hynix's claims and filed counterclaims for patent infringement against SK hynix. The case was divided into three phases: (1) unclean hands; (2) patent infringement; and (3) antitrust, equitable estoppel, and other JEDEC-related issues. Rambus prevailed in all three phases and judgment was entered against SK hynix. On appeal, the Federal Circuit vacated the judgment and remanded the case back to the district court for further proceedings consistent with its unclean hands and spoliation opinions in the SK hynix and Micron cases. SK hynix was also awarded costs of appeal. The Company had previously accrued approximately $8.1 million related to those costs. | |
On remand, the district court found that Rambus engaged in spoliation of evidence. Because the asserted patents were otherwise valid and Rambus did not intentionally destroy particular damaging documents, the court concluded that the appropriate sanction was to strike from the record evidence supporting a royalty in excess of a reasonable, non-discriminatory royalty. Accordingly, the court ordered the parties to submit briefs on what a reasonable and non-discriminatory royalty would be for the patents in suit. | |
On December 19, 2012, the district court held a hearing on the reasonable royalty motion; SK hynix's motion for summary judgment of invalidity, new trial, or a stay of the case, and Rambus' motion to amend the unclean hands decision. No decisions have issued to date. | |
SK hynix subsequently filed a motion for collateral estoppel based on the Micron spoliation decision on remand. On February 27, 2013, the district court issued notice that SK hynix's motion has been submitted without oral argument from the parties. | |
On June 11, 2013, Rambus and SK hynix announced that they had entered into a settlement of all outstanding disputes between the parties, which is described in Note 19, "Agreements with SK hynix and Micron." As a result of the settlement, the Company has reversed the cost accrual of $8.1 million referenced above during the second quarter of 2013, which was included in marketing, general and administrative expenses in the consolidated statements of operations. | |
Micron Litigation | |
U.S District Court in Delaware: Case No. 00-792-SLR | |
On August 28, 2000, Micron filed suit against Rambus in the U.S. District Court for Delaware. The suit asserts violations of federal antitrust laws, deceptive trade practices, breach of contract, fraud and negligent misrepresentation in connection with Rambus' participation in JEDEC. Micron seeks a declaration of monopolization by Rambus, compensatory and punitive damages, attorneys' fees, a declaratory judgment that eight Rambus patents are invalid and not infringed, and the award to Micron of a royalty-free license to the Rambus patents. Rambus has filed an answer and counterclaims disputing Micron's claims and asserting infringement by Micron of 12 U.S. patents. Micron prevailed on its unclean hands defense and judgment was entered against Rambus on the patent infringement claims. On appeal, the Federal Circuit remanded the case back to the district court for further proceedings consistent with its opinion. | |
On January 2, 2013, the court issued its decision finding that Rambus had spoliated documents in bad faith, that Micron's inequitable conduct defense and JEDEC-based claims and defenses related to patent misuse, antitrust, and unfair competition were prejudiced, and that the patents-in-suit are thus unenforceable against Micron. The court issued an order on January 24, 2013, directing judgment be entered against Rambus on the patent infringement claims in 30 days, and staying the remainder of the case pending appeal. Rambus filed a notice of appeal to the United States Court of Appeals for the Federal Circuit on March 27, 2013. Rambus' opening appellate brief was filed in July 2013 and Micron filed a responsive brief in October 2013. Rambus filed a reply brief in November 2013. | |
On December 9, 2013, Rambus and Micron announced that they had entered into a settlement of all outstanding disputes between the parties, which is described in Note 19, "Agreements with SK hynix and Micron." | |
U.S. District Court of the Northern District of California | |
On January 13, 2006, Rambus filed suit against Micron in the U.S. District Court for the Northern District of California. Rambus alleges that 14 Rambus patents are infringed by Micron's DDR2, DDR3, GDDR3, and other advanced memory products. Rambus seeks compensatory and punitive damages, attorneys' fees, and injunctive relief. This case has been stayed since February 3, 2009. On December 9, 2013, Rambus and Micron announced that they had entered into a settlement of all outstanding disputes between the parties, which is described in Note 19, "Agreements with SK hynix and Micron." | |
European Patent Infringement Cases | |
In 2001, Rambus filed suit against Micron in Mannheim, Germany, for infringement of European patent, EP 1 22 642. That suit has not been active. Two related proceedings in Italy remain active. One relates to Rambus' claim that Micron is infringing European patent, EP 1 4 956. The court in this proceeding has found the '956 patent valid but not infringed. The court also dismissed Micron's claims for unfair competition based on JEDEC as well as abuse of process. Micron did not appeal this decision so this case is now closed. The second case in Italy involves Micron's purported claim resulting from a seizure of evidence in Italy in 2000 carried out by Rambus pursuant to a court order. The court in this proceeding dismissed Micron's claim. Micron has appealed this decision to the Italian Supreme Court. On December 9, 2013, Rambus and Micron announced that they had entered into a settlement of all outstanding disputes between the parties, which is described in Note 19, "Agreements with SK hynix and Micron." | |
DDR2, DDR3, gDDR2, GDDR3, GDDR4 Litigation (“DDR2”) | |
U.S District Court in the Northern District of California | |
On January 25, 2005, Rambus filed a patent infringement suit in the U.S. District Court for the Northern District of California against SK hynix, Infineon, Nanya, and Inotera. Infineon and Inotera were subsequently dismissed from this litigation as was Samsung, which previously had been added as a defendant. Rambus alleges that certain of its patents are infringed by certain of the defendants' SDRAM, DDR, DDR2, DDR3, gDDR2, GDDR3, GDDR4 and other advanced memory products. This case has been stayed since February 3, 2009. On June 11, 2013, Rambus and SK hynix announced that they had entered into a settlement of all outstanding disputes between the parties. | |
European Commission Competition Directorate-General | |
On or about April 22, 2003, Rambus was notified by the European Commission Competition Directorate-General (Directorate) (the “European Commission”) that it had received complaints from Infineon and SK hynix, which led to a statement of objections from the European Commission alleging that through Rambus' participation in the JEDEC standards setting organization and subsequent conduct, Rambus violated European Union competition law. | |
On December 9, 2009, the European Commission announced that it had reached a final settlement with Rambus to resolve the pending case. On March 25, 2010, SK hynix filed appeals with the General Court of the European Union purporting to challenge the settlement and the European Commission's rejection of SK hynix's complaint. | |
On June 11, 2013, Rambus and SK hynix announced that they had entered into a settlement of all outstanding disputes between the parties, which is described in Note 19, "Agreements with SK hynix and Micron." | |
Superior Court of California for the County of San Francisco | |
On May 5, 2004, Rambus filed a lawsuit against Micron, SK hynix, Infineon and Siemens in San Francisco Superior Court seeking damages for conspiring to fix prices, conspiring to monopolize under the Cartwright Act, intentional interference with prospective economic advantage, and unfair competition. This lawsuit alleges that there were concerted efforts beginning in the 1990s to deter innovation in the DRAM market and to boycott Rambus and/or deter market acceptance of Rambus' RDRAM product. Subsequently, Infineon and Siemens were dismissed from this action (as a result of a settlement with Infineon) and three Samsung-related entities were added as defendants and later dismissed (as a result of a settlement with Samsung). | |
A jury trial against Micron and SK hynix began on June 20, 2011. On November 16, 2011, the jury returned a verdict in favor of Micron and SK hynix and against Rambus and judgment was entered by the Court on February 15, 2012. The court issued an order on January 29, 2013, awarding costs to Micron and SK hynix of $0.5 million and $0.4 million, respectively. | |
Rambus filed a notice of appeal on April 3, 2012 and thereafter filed its opening brief on appeal on September 19, 2012. Defendants filed their responsive briefs on March 8, 2013. Rambus filed its reply brief on July 12, 2013. | |
On June 11, 2013, Rambus and SK hynix announced that they had entered into a settlement of all outstanding disputes between the parties, which is described in Note 19, "Agreements with SK hynix and Micron." As a result of the settlement, the Company has reversed the cost accrual of $0.4 million referenced above during the second quarter of 2013, which was included in marketing, general and administrative expenses in the consolidated statements of operations. | |
On December 9, 2013, Rambus and Micron announced that they had entered into a settlement of all outstanding disputes between the parties, which is described in Note 19, "Agreements with SK hynix and Micron." As a result of the settlement, the Company has reversed the cost accrual of $0.5 million referenced above during the fourth quarter of 2013, which was included in marketing, general and administrative expenses in the consolidated statements of operations. | |
Broadcom, Freescale, LSI, MediaTek, and STMicroelectronics Litigation | |
International Trade Commission 2010 Investigation | |
On December 1, 2010, Rambus filed a complaint with the United States International Trade Commission (the "ITC") requesting the commencement of an investigation and seeking an exclusion order barring the importation, sale for importation, or sale after importation of products that incorporate at least DDR, DDR2, DDR3, LPDDR, LPDDR2, mobile DDR, GDDR, GDDR2, and GDDR3memory controllers from Broadcom, Freescale, LSI, MediaTek and STMicroelectronics that infringe patents from the Barth family of patents, and products having certain peripheral interfaces, including PCI Express interfaces, DisplayPort interfaces, and certain Serial AT Attachment (“SATA”) and Serial Attached SCSI (“SAS”) interfaces, from Broadcom, Freescale, LSI and STMicroelectronics that infringe patents from the Dally family of patents. The complaint names, among others, Broadcom, Freescale, LSI, MediaTek and STMicroelectronics as respondents, as well as companies whose products incorporate those accused companies' products and are imported into the United States, including Asustek Computer Inc. and Asus Computer International Inc., Audio Partnership Plc, Cisco Systems, Garmin International, G.B.T. Inc., Giga-Byte Technology Co. Ltd., Gracom Technologies LLC, Hewlett-Packard Company, Hitachi GST, Motorola, Inc., Oppo Digital, Inc., and Seagate Technology. The complaint also names NVIDIA and certain companies whose products incorporate accused NVIDIA products with certain peripheral interfaces, including PCI Express and DisplayPort peripheral interfaces, and seeks to bar their importation, sale for importation, or sale after importation. On December 29, 2010, the ITC instituted the investigation. On June 20, 2011, January 17, 2012, and March 19, 2012, respectively, the administrative law judge granted joint motions to terminate the investigation as to Freescale, Broadcom and Mediatek pursuant to the parties' settlement agreement. A final hearing before the administrative law judge was held October 12-20, 2011. | |
On July 25, 2012, the ITC issued the notice of its determination to terminate the investigation with a finding of no violation for the following reasons: all of the asserted patent claims were invalid due to anticipation or obviousness, except for certain Dally claims that include multiple-transmitters for which the ITC determined there was no infringement; Rambus did not demonstrate the existence of a domestic industry for both the Barth and Dally patents; the Barth patents were unenforceable under the doctrine of unclean hands; and the Barth patents were exhausted as to one respondent. The ITC's opinion setting forth its determinations was issued on July 31, 2012. Rambus filed a notice of appeal on September 21, 2012. Rambus and LSI announced that they had entered into a settlement of their disputes on February 19, 2013. Rambus filed its opening brief on May 23, 2013 and the appeal was dismissed on June 24, 2013 as a result of the settlement with STMicroelectronics as the only remaining respondent. | |
U.S District Court in the Northern District of California | |
On December 1, 2010, Rambus filed complaints against Broadcom, Freescale, LSI, MediaTek and STMicroelectronics in the U.S. District Court for the Northern District of California alleging that 1) products that incorporate at least DDR, DDR2, DDR3, LPDDR, LPDDR2, mobile DDR, GDDR, GDDR2, and GDDR3 memory controllers from Broadcom, Freescale, LSI, MediaTek and STMicroelectronics infringe patents from the Barth family of patents; 2) those same products and products from those companies that incorporate SDR memory controllers infringe patents from the Farmwald-Horowitz family; and 3) products having certain peripheral interfaces, including PCI Express, DisplayPort, and certain SATA and SAS interfaces, from Broadcom, Freescale, LSI and STMicroelectronics infringe patents from the Dally family of patents. On March 20, 2011, June 7, 2011, December 29, 2011, and February 26, 2013, respectively, Rambus' complaint against MediaTek, Freescale, Broadcom and LSI was dismissed pursuant to the parties' settlement agreement. Rambus and STMicroelectronics announced that they had entered into a settlement of their disputes on June 17, 2013. | |
Potential Future Litigation | |
In addition to the litigation described above, companies continue to adopt Rambus technologies into various products. Rambus has notified many of these companies of their use of Rambus technology and continues to evaluate how to proceed on these matters. | |
There can be no assurance that any ongoing or future litigation will be successful. Rambus has spent substantial company resources defending its intellectual property in litigation, which may continue for the foreseeable future given the pending litigation. The outcome of any litigation, as well as any delay in their resolution, could affect Rambus' ability to license its intellectual property in the future. | |
The Company records a contingent liability when it is probable that a loss has been incurred and the amount is reasonably estimable in accordance with accounting for contingencies. A reasonably possible loss in excess of amounts accrued is not material to the consolidated financial statements. |
Agreement_with_SK_hynix
Agreement with SK hynix | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Patent License Agreement [Abstract] | ' | |||||||||||||||||||||||||||
Agreement with SK hynix and Micron | ' | |||||||||||||||||||||||||||
Agreements with SK hynix and Micron | ||||||||||||||||||||||||||||
SK hynix | ||||||||||||||||||||||||||||
On June 11, 2013, Rambus, SK hynix and certain related entities of SK hynix entered into a settlement agreement, pursuant to which the parties have agreed to release all claims against each other with respect to all outstanding litigation between them. Pursuant to the settlement agreement, Rambus and SK hynix entered into a semiconductor patent license agreement on June 11, 2013, under which SK hynix licenses from Rambus non-exclusive rights to certain Rambus patents and has agreed to pay Rambus cash amounts over the next five years as described below. Under the license agreement, Rambus has granted to SK hynix (i) a paid-up perpetual patent license for certain identified SK hynix DRAM products and (ii) a five-year term patent license to all other DRAM and other semiconductor products. Each license is a non-exclusive, non-transferable, royalty-bearing, worldwide patent license, without the right to sublicense, solely under the applicable patent claims of Rambus for such licensed products, to make (including have made), use, sell, offer for sale and/or import such licensed products until the expiration or termination of the license pursuant to the terms of the license agreement. The license agreement requires that SK hynix pay Rambus cash payments over the next five years of a fixed amount of $12.0 million each quarter, commencing in the quarter ended September 30, 2013. Additional payments or certain adjustments to the payments by SK hynix to Rambus under the license agreement may be due for certain acquisitions of businesses or assets by SK hynix involving unlicensed products. The license agreement and the licenses granted thereunder may be modified under certain conditions and may be terminated upon a material breach by a party of its obligations under the agreement, a bankruptcy event involving a party or a change of control of SK hynix subject to certain conditions. | ||||||||||||||||||||||||||||
The agreements with SK hynix are considered a multiple element arrangement for accounting purposes. For a multiple element arrangement under the applicable accounting rules, the Company is required to identify specific elements of the arrangement and then determine when those elements should be recognized. The Company identified three elements in the arrangement: antitrust litigation settlement, settlement of past infringement, and license agreement. The Company considered several factors in determining the accounting fair value of the elements of the SK hynix agreements which included a third party valuation using an income approach (collectively the “SK hynix Fair Value”). The inputs and assumptions used in this accounting valuation were from a market participant perspective and included projected customer revenue, royalty rates, estimated discount rates, useful lives and income tax rates, among others. The development of a number of these inputs and assumptions in the model requires a significant amount of management judgment and discretion, and is based upon a number of factors, including the selection of industry comparables, market growth rates and other relevant factors. Changes in any number of these assumptions may have a substantial impact on the SK hynix Fair Value as assigned to each element. These inputs and assumptions represent management’s best estimates at the time of the transaction. The following estimates do not reflect any agreement (expressed or implied) reached between the parties on the values attributed to any aspect of this transaction. The estimated SK hynix Fair Value is determined as follows: | ||||||||||||||||||||||||||||
(in millions) | Estimated SK hynix Fair Value | |||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 4 | ||||||||||||||||||||||||||
Settlement of past infringement | 280 | |||||||||||||||||||||||||||
License agreement | 250 | |||||||||||||||||||||||||||
Total SK hynix Fair Value | $ | 534 | ||||||||||||||||||||||||||
The total consideration of $240.0 million (as per the terms of the agreements with SK hynix) takes into account the court ruling in May 2013 that $250.0 million should be applied as a credit against the court’s March 2009 award to Rambus in the SK hynix litigation. Using the accounting guidance from multiple element revenue arrangements, the Company allocated the consideration to each element using the estimated SK hynix Fair Value of the elements which include antitrust litigation settlement, settlement of past infringement, and license agreement as shown in the table above. The following allocations do not reflect any agreement (expressed or implied) reached between the parties on the values attributed to any aspect of this transaction, but instead, reflect only what is required as disclosure under the applicable accounting rules. Based on the estimated SK hynix Fair Value, the total consideration of $240.0 million was allocated to the following elements: | ||||||||||||||||||||||||||||
(in millions) | Allocated Consideration | |||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 1.9 | ||||||||||||||||||||||||||
Settlement of past infringement | 125.8 | |||||||||||||||||||||||||||
License agreement | 112.3 | |||||||||||||||||||||||||||
Total consideration | $ | 240 | ||||||||||||||||||||||||||
The consideration of $240.0 million (assuming no adjustments to the payments under the terms of the agreements) will be recognized in the Company’s financial statements until 2018 as follows: | ||||||||||||||||||||||||||||
· | $238.1 million as "royalty revenue" which represents the allocated consideration related to the settlement of past infringement ($125.8 million) from the resolution of the infringement litigation and the patent license agreement ($112.3 million); and | |||||||||||||||||||||||||||
· | $1.9 million as "gain from settlement" which represents the allocated consideration related to the resolution of the antitrust litigation. | |||||||||||||||||||||||||||
During the year ended December 31, 2013, the Company received cash consideration of $24.0 million from SK hynix. The amount was allocated between royalty revenue ($23.6 million) and gain from settlement ($0.4 million) based on the elements’ SK hynix Fair Value. | ||||||||||||||||||||||||||||
The remaining $216.0 million is expected to be paid in successive quarterly payments of $12.0 million, concluding in the second quarter of 2018. | ||||||||||||||||||||||||||||
The cumulative cash receipts through December 31, 2013 and the remaining future cash receipts from the agreements with SK hynix are expected to be recognized as follows assuming no adjustments to the payments under the terms of the agreements: | ||||||||||||||||||||||||||||
Received | Estimated to Be Received in | Total Estimated | ||||||||||||||||||||||||||
in | Cash Receipts | |||||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | 2018 | |||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Royalty revenue | $ | 23.6 | $ | 47.3 | $ | 47.3 | $ | 47.9 | $ | 48 | $ | 24 | $ | 238.1 | ||||||||||||||
Gain from settlement | 0.4 | 0.7 | 0.7 | 0.1 | — | — | 1.9 | |||||||||||||||||||||
Total | $ | 24 | $ | 48 | $ | 48 | $ | 48 | $ | 48 | $ | 24 | $ | 240 | ||||||||||||||
Micron | ||||||||||||||||||||||||||||
On December 9, 2013, Rambus, Micron and certain related entities of Micron entered into a settlement agreement, pursuant to which the parties have agreed that they will release all claims against each other with respect to all outstanding litigation between them and certain other potential claims. Pursuant to the settlement agreement, Rambus and Micron entered into a semiconductor patent license agreement on December 9, 2013. Under the license agreement, Rambus has granted to Micron and its subsidiaries and certain affiliated entities (i) a paid-up perpetual patent license for certain identified Micron DRAM products and (ii) a seven-year term patent license to other memory and semiconductor products. The initial seven-year term patent license may be renewed and extended by three years, or successive five years following the initial renewal term, each solely at Micron’s option, whereby after each renewal term, certain additional Micron products will be covered under a paid-up perpetual patent license as noted above. Each license is a non-exclusive, non-transferable, royalty-bearing, worldwide patent license, without the right to sublicense, solely under the applicable patent claims of Rambus for such licensed products, to make (including have made), use, sell, offer for sale and/or import such licensed products until the expiration or termination of the license pursuant to the terms of the license agreement. The license agreement requires that Micron pay Rambus cash payments of an amount equal to 0.6% of sales of certain identified Micron products on a quarterly basis, with such amounts not to exceed $10.0 million in any quarter, and $40.0 million during a rolling twelve month period beginning on September 1st and ending on August 31st during the initial term, and any renewal term thereafter. Additional payments or certain adjustments to the payments by Micron to Rambus under the license agreement may be due for certain acquisitions of businesses or assets by Micron involving unlicensed products. The license agreement and the licenses granted thereunder may be terminated upon a material breach by a party of its obligations under the agreement, a bankruptcy event involving a party or a future change of control of Micron subject to certain conditions. | ||||||||||||||||||||||||||||
The agreements with Micron are considered a multiple element arrangement for accounting purposes. For a multiple element arrangement under the applicable accounting rules, the Company is required to identify specific elements of the arrangement and then determine when those elements should be recognized. The Company identified three elements in the arrangement: antitrust litigation settlement, settlement of past infringement, and license agreement. The Company considered several factors in determining the accounting fair value of the elements of the Micron agreements which included a third party valuation using an income approach (collectively the “Micron Fair Value”). The inputs and assumptions used in this accounting valuation were from a market participant perspective and included projected customer revenue, royalty rates, estimated discount rates, useful lives and income tax rates, among others. The development of a number of these inputs and assumptions in the model requires a significant amount of management judgment and discretion, and is based upon a number of factors, including the selection of industry comparables, market growth rates and other relevant factors. Changes in any number of these assumptions may have a substantial impact on the Micron Fair Value as assigned to each element. These inputs and assumptions represent management’s best estimates at the time of the transaction. The following estimates do not reflect any agreement (expressed or implied) reached between the parties on the values attributed to any aspect of this transaction. The estimated Micron Fair Value is determined as follows: | ||||||||||||||||||||||||||||
(in millions) | Estimated Micron Fair Value | |||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 8 | ||||||||||||||||||||||||||
Settlement of past infringement | 235 | |||||||||||||||||||||||||||
License agreement | 440 | |||||||||||||||||||||||||||
Total Micron Fair Value | $ | 683 | ||||||||||||||||||||||||||
The total consideration of $280.0 million (as per the terms of the agreements with Micron) takes into account the court ruling in January 2013 that Rambus' patents-in-suit are unenforceable against Micron in the Micron litigation, but which was pending appeal at the time of settlement. Using the accounting guidance from multiple element revenue arrangements, the Company allocated the consideration to each element using the estimated Micron Fair Value of the elements which include antitrust litigation settlement, settlement of past infringement, and license agreement as shown in the table above. The following allocations do not reflect any agreement (expressed or implied) reached between the parties on the values attributed to any aspect of this transaction, but instead, reflect only what is required as disclosure under the applicable accounting rules. Based on the estimated Micron Fair Value, the total consideration of $280.0 million was allocated to the following elements: | ||||||||||||||||||||||||||||
(in millions) | Allocated Consideration | |||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 3.3 | ||||||||||||||||||||||||||
Settlement of past infringement | 96.3 | |||||||||||||||||||||||||||
License agreement | 180.4 | |||||||||||||||||||||||||||
Total consideration | $ | 280 | ||||||||||||||||||||||||||
The consideration of $280.0 million (assuming no adjustments to the payments under the terms of the agreements) will be recognized in the Company’s financial statements until 2020 as follows: | ||||||||||||||||||||||||||||
· | $276.7 million as "royalty revenue" which represents the allocated consideration related to the settlement of past infringement ($96.3 million) from the resolution of the infringement litigation and the patent license agreement ($180.4 million); and | |||||||||||||||||||||||||||
· | $3.3 million million as "gain from settlement" which represents the allocated consideration related to the resolution of the antitrust litigation. | |||||||||||||||||||||||||||
During the year ended December 31, 2013, the Company received cash consideration of $5.5 million from Micron. The amount was allocated between royalty revenue ($5.3 million) and gain from settlement ($0.2 million) based on the elements’ Micron Fair Value. | ||||||||||||||||||||||||||||
The remaining $274.5 million is expected to be paid in successive quarterly payments of $10.0 million, concluding in the fourth quarter of 2020. | ||||||||||||||||||||||||||||
The cumulative cash receipts through December 31, 2013 and the remaining future cash receipts from the agreements with Micron are expected to be recognized as follows assuming no adjustments to the payments under the terms of the agreements: | ||||||||||||||||||||||||||||
Received | Estimated to Be Received in | Total Estimated | ||||||||||||||||||||||||||
in | Cash Receipts | |||||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | 2018 and thereafter | |||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Royalty revenue | $ | 5.3 | $ | 38.7 | $ | 38.7 | $ | 39.5 | $ | 40 | $ | 114.5 | $ | 276.7 | ||||||||||||||
Gain from settlement | 0.2 | 1.3 | 1.3 | 0.5 | — | — | 3.3 | |||||||||||||||||||||
Total | $ | 5.5 | $ | 40 | $ | 40 | $ | 40 | $ | 40 | $ | 114.5 | $ | 280 | ||||||||||||||
CONSOLIDATED_SUPPLEMENTARY_FIN
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA (Unaudited) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA (Unaudited) | ' | |||||||||||||||||||||||||||||||
Supplementary Financial Data | ||||||||||||||||||||||||||||||||
RAMBUS INC. | ||||||||||||||||||||||||||||||||
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA | ||||||||||||||||||||||||||||||||
Quarterly Statements of Operations | ||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Sept. 30, 2013 | 30-Jun-13 | 31-Mar-13 | Dec. 31, 2012 | Sept. 30, 2012 | 30-Jun-12 | 31-Mar-12 | |||||||||||||||||||||||||
(In thousands, except for per share amounts) | ||||||||||||||||||||||||||||||||
Total revenue | $ | 73,422 | $ | 73,294 | $ | 57,919 | $ | 66,866 | $ | 57,443 | $ | 57,530 | $ | 56,215 | $ | 62,863 | ||||||||||||||||
Total operating costs and expenses (1) (2) | $ | 67,208 | $ | 64,229 | $ | 52,175 | $ | 65,425 | $ | 61,470 | $ | 104,630 | $ | 77,964 | $ | 80,421 | ||||||||||||||||
Operating income (loss) | $ | 6,214 | $ | 9,065 | $ | 5,744 | $ | 1,441 | $ | (4,027 | ) | $ | (47,100 | ) | $ | (21,749 | ) | $ | (17,558 | ) | ||||||||||||
Net loss | $ | (9,777 | ) | $ | (5,725 | ) | $ | (7,844 | ) | $ | (10,402 | ) | $ | (16,132 | ) | $ | (58,098 | ) | $ | (32,216 | ) | $ | (27,890 | ) | ||||||||
Net loss per share — basic | $ | (0.09 | ) | $ | (0.05 | ) | $ | (0.07 | ) | $ | (0.09 | ) | $ | (0.14 | ) | $ | (0.52 | ) | (0.29 | ) | $ | (0.25 | ) | |||||||||
Net loss per share — diluted | $ | (0.09 | ) | $ | (0.05 | ) | $ | (0.07 | ) | $ | (0.09 | ) | $ | (0.14 | ) | $ | (0.52 | ) | (0.29 | ) | $ | (0.25 | ) | |||||||||
Shares used in per share calculations — basic | 113,217 | 112,640 | 112,183 | 111,599 | 111,332 | 110,826 | 110,553 | 110,358 | ||||||||||||||||||||||||
Shares used in per share calculations — diluted | 113,217 | 112,640 | 112,183 | 111,599 | 111,332 | 110,826 | 110,553 | 110,358 | ||||||||||||||||||||||||
______________________________________ | ||||||||||||||||||||||||||||||||
-1 | The quarterly financial information includes the following amounts related to the impairment of goodwill and long-lived assets as follows: $9.7 million in the quarter ended December 31, 2013, $8.1 million in the quarter ended September 30, 2013 and $35.5 million in the quarter ended September 30, 2012. Refer to Note 6, "Intangible Assets and Goodwill" of Notes to Consolidated Financial Statements of this Form 10-K. | |||||||||||||||||||||||||||||||
-2 | The quarterly financial information includes the following amounts related to restructuring charges as follows: $2.2 million in the quarter ended December 31, 2013, $1.1 million in the quarter ended September 30, 2013, $2.2 million in the quarter ended March 31, 2013, $0.7 million in the quarter ended December 31, 2012, and $6.6 million in the quarter ended September 30, 2012. Refer to Note 16, "Restructuring Charges" of Notes to Consolidated Financial Statements of this Form 10-K. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Financial Statement Presentation | ' |
Financial Statement Presentation | |
The accompanying consolidated financial statements include the accounts of Rambus and its wholly owned subsidiaries, Rambus K.K., located in Tokyo, Japan, Cryptography Research, Inc., located in California, U.S.A., Unity Semiconductor Corporation, located in California, U.S.A., Mozaik Multimedia, Inc., located in California, U.S.A., and Rambus Ltd., located in George Town, Grand Cayman Islands, British West Indies, which includes Rambus Chip Technologies (India) Private Limited, Rambus Deutschland GmbH, located in Pforzheim, Germany, Kamiyacho IP Holdings, Rambus Korea, Inc., located in Seoul, Korea and Rambus France, located in Paris, France. In addition, Rambus International Ltd. and Rambus Delaware LLC are also subsidiaries. All intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. Investments in entities with less than 20% ownership by Rambus and in which Rambus does not have the ability to significantly influence the operations of the investee are accounted for using the cost method and are included in other assets. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Reclassifications | ' |
Reclassifications | |
Certain prior year balances were reclassified to conform to the current year’s presentation. None of these reclassifications had an impact on reported net income (loss) or cash flows for any of the periods presented. | |
Revenue Recognition | ' |
Revenue Recognition | |
Overview | |
Rambus recognizes revenue when persuasive evidence of an arrangement exists, Rambus has delivered the product or performed the service, the fee is fixed or determinable and collection is reasonably assured. If any of these criteria are not met, Rambus defers recognizing the revenue until such time as all criteria are met. Determination of whether or not these criteria have been met may require the Company to make judgments, assumptions and estimates based upon current information and historical experience. | |
Certain revenue contracts consist of service fees associated with integration of Rambus' solutions into its customers’ products and fees associated with providing training, evaluation and test equipment to its customers. Under the accounting guidance, if the deliverables have standalone value upon delivery, Rambus accounts for each deliverable separately. When multiple deliverables included in an arrangement are separated into different units of accounting, the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. Rambus determines the relative selling price for a deliverable based on its best estimate of selling price (“BESP”). Rambus has determined that vendor-specific objective evidence of selling price for each deliverable is not available as there lacks a consistent number of standalone sales and third-party evidence is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. Rambus determined BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include discounting practices, the size and volume of transactions, the customer demographic, the geographic area where services are sold, price lists, go-to-market strategy, historical standalone sales and contract prices. The determination of BESP is made through consultation with and approval by management, taking into consideration the go-to-market strategy. As the go-to-market strategies evolve, Rambus may modify its pricing practices in the future, which could result in changes in relative selling prices. In most cases, the relative values of the undelivered components are not material to the overall arrangement and are typically delivered within twelve months after the core product has been delivered. In such agreements, selling price is determined for each component and any difference between the total of the separate BESP and total contract consideration (i.e. discount) is allocated pro-rata across each of the components in the arrangement. | |
During 2013, the Company expanded its business strategy of monetizing its patent portfolio to include the sale of selected intellectual property. The Company's Memory and Interface Division ("MID") business continues to grow its patent portfolio and actively engage with various external parties to monetize the patent portfolio and explore new revenue opportunities. As the sales of such patents developed by the MID business unit under this expanded strategy represents a component of the Company's ongoing major or central operations, the Company records the related proceeds as revenue. As patent sales executed under this expanded strategy represent a component of the Company's ongoing major or central operations and activities, it will record the related proceeds as revenue. The Company will recognize the revenue when there is persuasive evidence of a sales arrangement, fees are fixed or determinable, delivery has occurred and collectibility is reasonably assured. These requirements are generally fulfilled upon closing of the patent sale transaction. | |
Rambus’ revenue consists of royalty revenue and contract and other revenue derived from MID, Cryptography Research Inc. ("CRI") and Lighting and Display Technologies ("LDT") operating segments. Royalty revenue consists of patent license and solutions license royalties. Contract and other revenue consists of fixed license fees, fixed engineering fees and service fees associated with integration of Rambus’ technology solutions into its customers’ products as well as sale of LED edge-lit products. | |
Royalty Revenue | ' |
Royalty Revenue | |
Rambus recognizes royalty revenue upon notification by its customers and when deemed collectible. The terms of the royalty agreements generally either require customers to give Rambus notification and to pay the royalties within a specified period or are based on a fixed royalty that is due within a specified period. Many of Rambus’ customers have the right to cancel their licenses. In such arrangements, revenue is only recognized to the extent that is consistent with the cancellation provisions. Cancellation provisions within such contracts generally provide for a prospective cancellation with no refund of fees already remitted by customers for products provided and payment for services rendered prior to the date of cancellation. Rambus has two types of royalty revenue: (1) patent license royalties and (2) solutions license royalties. | |
Patent licenses - Rambus licenses its broad portfolio of patented inventions to companies who use these inventions in the development and manufacture of their own products. Such licensing agreements may cover the license of part, or all, of Rambus' patent portfolio. The contractual terms of the agreements generally provide for payments over an extended period of time. For the licensing agreements with fixed royalty payments, Rambus generally recognizes revenue from these arrangements as amounts become due. For the licensing agreements with variable royalty payments which can be based on either a percentage of sales or number of units sold, Rambus earns royalties at the time that the customers’ sales occur. Rambus’ customers, however, do not report and pay royalties owed for sales in any given quarter until after the conclusion of that quarter. As Rambus is unable to estimate the customers’ sales in any given quarter to determine the royalties due to Rambus, it recognizes royalty revenues based on royalties reported by customers during the quarter and when other revenue recognition criteria are met. | |
In addition, Rambus may enter into certain settlements of patent infringement disputes. The amount of consideration received upon any settlement (including but not limited to past royalty payments, future royalty payments and punitive damages) is allocated to each element of the settlement based on the fair value of each element. In addition, revenues related to past royalties are recognized upon execution of the agreement by both parties, provided that the amounts are fixed or determinable, there are no significant undelivered obligations and collectability is reasonably assured. Rambus does not recognize any revenues prior to execution of the agreement since there is no reliable basis on which it can estimate the amounts for royalties related to previous periods or assess collectability. Elements that are related to royalty revenue in nature (including but not limited to past royalty payments and future royalty payments) will be recorded as royalty revenue in the consolidated statements of operations. Elements that are not related to royalty revenue in nature (including but not limited to punitive damage and settlement) will be recorded as gain from settlement which is reflected as a separate line item within the operating expenses section in the consolidated statements of operations. | |
Solutions licenses - Rambus develops proprietary and industry-standard products that it provides to its customers under solutions license agreements. These arrangements include royalties, which can be based on either a percentage of sales or number of units sold. Rambus earns royalties on such licensed products sold worldwide by its customers at the time that the customers’ sales occur. Rambus’ customers, however, do not report and pay royalties owed for sales in any given quarter until after the conclusion of that quarter. As Rambus is unable to estimate the customers’ sales in any given quarter to determine the royalties due to Rambus, it recognizes royalty revenues based on royalties reported by customers during the quarter and when other revenue recognition criteria are met. | |
Contract and Other Revenue | ' |
Contract and Other Revenue | |
Rambus recognizes revenue from the sale of LED edge-lit products when risk of loss and title have transferred to customers, provided all other revenue recognition criteria have been met. Revenue from distributors is recognized on the shipment or delivery of the related products, provided all other revenue recognition criteria have been met. The Company's agreements with these distributors have terms which are generally consistent with the standard terms and conditions for the sale of the Company's products to end users, and do not provide for product rotation or pricing allowances. The Company accrues for sales returns and warranty based on the standard market experience, none of which are currently material. | |
Rambus generally recognizes revenue using percentage of completion for development contracts related to licenses of its solutions that involve significant engineering and integration services. For agreements accounted for using the percentage-of-completion method, Rambus determines progress to completion using input measures based upon contract costs incurred. | |
Goodwill and Intangible Assets | ' |
Goodwill | |
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. Goodwill is not subject to amortization, but is subject to at least an annual assessment for impairment, applying a fair-value based test. The Company performs its impairment analysis of goodwill on an annual basis during the fourth quarter of the year unless conditions arise that warrant a more frequent evaluation. | |
Goodwill is allocated to the various reporting units which are generally operating segments. The goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. The fair values of the reporting units are estimated using an income or discounted cash flows approach. | |
Under the income approach, the Company measures fair value of the reporting unit based on a projected cash flow method using a discount rate determined by its management which is commensurate with the risk inherent in its current business model. The Company’s discounted cash flow projections are based on its annual financial forecasts developed internally by management for use in managing its business. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired by a market participant in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. | |
In the third quarter of 2013, the Company performed an interim goodwill impairment analysis due to the curtailment of operations for its Mobile Technology Division ("MTD") reporting unit which resulted in an impairment of all of the MTD reporting unit's goodwill. See Note 6, "Intangible Assets and Goodwill" for further details. The Company also performed its annual goodwill impairment analysis as of December 31, 2013 and determined that the fair value of the reporting units with goodwill exceeded their carrying values. | |
Intangible Assets | |
Intangible assets are comprised of existing technology, customer contracts and contractual relationships, and other intangible assets. Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are estimated by management based on the fair value of assets received. Identifiable intangible assets are being amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from 1 to 10 years. | |
Property, Plant and Equipment | ' |
Property, Plant and Equipment | |
Property, plant and equipment includes computer equipment, computer software, machinery, leasehold improvements, furniture and fixtures and buildings. Computer equipment, computer software, machinery and furniture and fixtures are stated at cost and generally depreciated on a straight-line basis over an estimated useful life of 3, 3 to 5, 7 and 3 years, respectively. The Company undertook a series of structural improvements to ready the Sunnyvale and Brecksville facilities for its use. The Company concluded that its requirement to fund construction costs and responsibility for cost overruns resulted in the Company being considered the owner of the buildings during the construction period for accounting purposes. Upon completion of construction, the Company concluded that it retained sufficient continuing involvement to preclude de-recognition of the buildings under the Financial Accounting Standards Board ("FASB") authoritative guidance applicable to sale leaseback for real estate. As such, the Company continues to account for the buildings as owned real estate and to record an imputed financing obligation for its obligation to the legal owners. The buildings will be depreciated on a straight-line basis over an estimated useful life of approximately 39 years. See Note 10, “Balance Sheet Details,” and Note 12, “Commitments and Contingencies,” for additional details. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the initial terms of the leases. Upon disposal, assets and related accumulated depreciation are removed from the accounts and the related gain or loss is included in the results from operations. | |
Long-Lived Assets Impairment | ' |
Long-lived Asset Impairment | |
The Company evaluates long-lived assets (including property, plant and equipment and intangible assets) for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The carrying value is not recoverable if it exceeds the undiscounted cash flows resulting from the use of the asset group and its eventual disposition. The Company’s estimates of future cash flows attributable to its long-lived asset groups require significant judgment based on its historical and anticipated results and are subject to many factors. Factors that the Company considers important which could trigger an impairment review include significant negative industry or economic trends, significant loss of clients, and significant changes in the manner of its use of the acquired assets or the strategy for its overall business. | |
When the Company determines that the carrying value of the long-lived asset groups may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company measures the potential impairment based on a projected discounted cash flow method using a discount rate determined by the Company to be commensurate with the risk inherent in the Company’s current business model. An impairment loss is recognized only if the carrying amount of the long-lived asset group is not recoverable and exceeds its fair value. The impairment charge is recorded to reduce the pre-impairment carrying amount of the long-lived assets based on the relative carrying amount of those assets, though not to reduce the carrying amount of an asset below its fair value. Different assumptions and judgments could materially affect the calculation of the fair value of the long-lived assets. During 2013, the Company recognized an impairment of its long-lived assets related to its LDT asset group and CRI favorable contract asset group. During 2012, the Company recognized an impairment of its long-lived and intangible assets related to its LDT asset group. See Note 6, "Intangible Assets and Goodwill" for further details. During 2011, Rambus did not recognize any impairment of its long-lived assets. | |
Litigation | ' |
Litigation | |
Rambus is involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and an analysis of potential results, if Rambus believes that a loss arising from such matters is probable and can be reasonably estimated, Rambus records the estimated liability in its consolidated financial statements. If only a range of estimated losses can be determined, Rambus records an amount within the range that, in its judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, Rambus records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Rambus recognizes litigation expenses in the period in which the litigation services were provided. | |
Income Taxes | ' |
Income Taxes | |
Income taxes are accounted for using an asset and liability approach, which requires the recognition of deferred tax assets and liabilities for expected future tax events that have been recognized differently in Rambus' consolidated financial statements and tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law and the effects of future changes in tax laws or rates are not anticipated. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized based on available evidence. | |
In addition, the calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations. As a result, the Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in its tax return. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. | |
Stock-Based Compensation and Equity Incentive Plans | ' |
Stock-Based Compensation and Equity Incentive Plans | |
The Company maintained stock plans covering a broad range of equity grants including stock options, nonvested equity stock and equity stock units and performance based instruments. In addition, the Company sponsors an Employee Stock Purchase Plan (“ESPP”), whereby eligible employees are entitled to purchase Common Stock semi-annually, by means of limited payroll deductions, at a 15% discount from the fair market value of the Common Stock as of specific dates. | |
The Company determines compensation expense associated with restricted stock units based on the fair value of its common stock on the date of grant. The Company determines compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes Merton valuation model. The Company generally recognizes compensation expense using a straight-line amortization method over the respective vesting period for awards that are ultimately expected to vest. Accordingly, stock-based compensation expense for 2013, 2012 and 2011 has been reduced for estimated forfeitures. When estimating forfeitures, the Company considers voluntary termination behaviors as well as trends of actual option forfeitures. The Company will only recognize a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available have been utilized. In addition, the Company has elected to account for the indirect effects of stock-based awards on other tax attributes, such as the research tax credits, through the consolidated statement of operations as part of the tax effect of stock-based compensation. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
Cash equivalents are highly liquid investments with original maturity of three months or less at the date of purchase. The Company maintains its cash balances with high quality financial institutions. Cash equivalents are invested in highly-rated and highly-liquid money market securities and certain U.S. government sponsored obligations. | |
Marketable Securities | ' |
Marketable Securities | |
Available-for-sale securities are carried at fair value, based on quoted market prices, with the unrealized gains or losses reported, net of tax, in stockholders’ equity as part of accumulated other comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, both of which are included in interest and other income, net. Realized gains and losses are recorded on the specific identification method and are included in interest and other income, net. The Company reviews its investments in marketable securities for possible other than temporary impairments on a regular basis. If any loss on investment is believed to be a credit loss, a charge will be recognized in operations. In evaluating whether a credit loss on a debt security has occurred, the Company considers the following factors: 1) the Company’s intent to sell the security, 2) if the Company intends to hold the security, whether or not it is more likely than not that the Company will be required to sell the security before recovery of the security’s amortized cost basis and 3) even if the Company intends to hold the security, whether or not the Company expects the security to recover the entire amortized cost basis. Due to the high credit quality and short term nature of the Company’s investments, there have been no credit losses recorded to date. The classification of funds between short-term and long-term is based on whether the securities are available for use in operations or other purposes. | |
Non-Marketable Securities | ' |
Non-Marketable Securities | |
The Company has an investment in a non-marketable security of a private company which is carried at cost. The Company monitors the investment for other-than-temporary impairment and records appropriate reductions in carrying value when necessary. The non-marketable security is classified within other assets in the consolidated balance sheets. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
The carrying value of cash equivalents, accounts receivable and accounts payable approximate their fair values due to their relatively short maturities as of December 31, 2013 and 2012. Marketable securities are comprised of available-for-sale securities that are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax. Fair value of the marketable securities is determined based on quoted market prices. The fair market value of the Company's convertible notes fluctuates with interest rates and with the market price of the stock, but does not affect the carrying value of the debt on the balance sheet. | |
Research and Development | ' |
Research and Development | |
Costs incurred in research and development, which include engineering expenses, such as salaries and related benefits, stock-based compensation, depreciation, professional services and overhead expenses related to the general development of Rambus’ products, are expensed as incurred. Software development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. Rambus has not capitalized any software development costs since the period between establishing technological feasibility and general customer release is relatively short and as such, these costs have not been material. | |
Computation of Earnings (Loss) Per Share | ' |
Computation of Earnings (Loss) Per Share | |
Basic earnings (loss) per share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, employee stock purchases, restricted stock and restricted stock units, and shares issuable upon the conversion of convertible notes. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method. This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in equity if the instrument was exercised and the amount of unrecognized stock-based compensation related to future services. No potential dilutive common shares are included in the computation of any diluted per share amount when a net loss is reported. The Company reported approximately 4.8 million shares issued to Samsung as contingently redeemable common stock due to the contractual put rights associated with those shares. As such, the Company used the two-class method for reporting earnings per share for those periods where the contingently redeemable common stock was outstanding (until August 2011) prior to Samsung's redemption of the shares. | |
Comprehensive Income (Loss) | ' |
Comprehensive Income (Loss) | |
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments and unrealized gains and losses on marketable securities. Other comprehensive income (loss), net of tax, is presented in the consolidated statements of comprehensive income (loss). | |
Credit Concentration | ' |
Credit Concentration | |
As of December 31, 2013 and 2012, the Company’s cash, cash equivalents and marketable securities were invested with various financial institutions in the form of corporate notes, bonds and commercial paper, money market funds, U.S. government bonds and notes, and municipal bonds and notes. The Company’s exposure to market risk for changes in interest rates relates primarily to its investment portfolio. The Company places its investments with high credit issuers and, by investment policy, attempts to limit the amount of credit exposure to any one issuer. As stated in the Company’s investment policy, it will ensure the safety and preservation of the Company’s invested funds by limiting default risk and market risk. The Company has no investments denominated in foreign country currencies and therefore is not subject to foreign exchange risk from these assets. | |
The Company mitigates default risk by investing in high credit quality securities and by positioning its portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to enable portfolio liquidity. | |
The Company's accounts receivable are derived from revenue earned from customers located in the U.S. and internationally. As of December 31, 2013, one customer accounted for approximately 73% of the total $2.3 million of accounts receivable. The Company's accounts receivable balance as of December 31, 2012 was not material. | |
Foreign Currency Translation | ' |
Foreign Currency Remeasurement | |
The Company’s foreign subsidiaries currently use the U.S. dollar as the functional currency. Remeasurement adjustments for non-functional currency monetary assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Revenue, expenses, gains or losses are translated at the average exchange rate for the period, and non-monetary assets and liabilities are translated at historical rates. The remeasurement gains and losses of these foreign subsidiaries as well as gains and losses from foreign currency transactions are included in other expense, net in the consolidated statements of operations, and are not material for any periods presented. |
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||||||
Computation of basic and diluted income (loss) per share | ' | |||||||||||||||||||||||
The following table sets forth the computation of basic and diluted loss per share: | ||||||||||||||||||||||||
Years Ended December 31, | ||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||||||||||
CRCS* | Other CS** | CRCS* | Other CS** | CRCS* | Other CS** | |||||||||||||||||||
Basic net loss per share: | ||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of undistributed earnings | $ | — | $ | (33,748 | ) | $ | — | $ | (134,336 | ) | $ | (1,180 | ) | $ | (41,873 | ) | ||||||||
Denominator: | ||||||||||||||||||||||||
Weighted-average common shares outstanding | — | 112,415 | — | 110,769 | 4,788 | 107,024 | ||||||||||||||||||
Basic net loss per share | $ | — | $ | (0.30 | ) | $ | — | $ | (1.21 | ) | $ | (0.25 | ) | $ | (0.39 | ) | ||||||||
Diluted net loss per share: | ||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of undistributed earnings for basic computation | $ | — | $ | (33,748 | ) | $ | — | $ | (134,336 | ) | $ | (1,180 | ) | $ | (41,873 | ) | ||||||||
Reallocation of undistributed earnings | — | — | — | — | — | — | ||||||||||||||||||
Allocation of undistributed earnings for diluted computation | $ | — | $ | (33,748 | ) | $ | — | $ | (134,336 | ) | $ | (1,180 | ) | $ | (41,873 | ) | ||||||||
Denominator: | ||||||||||||||||||||||||
Number of shares used in basic computation | — | 112,415 | — | 110,769 | 4,788 | 107,024 | ||||||||||||||||||
Dilutive potential shares from stock options, ESPP, convertible notes, CRI retention bonuses and nonvested equity stock and stock units | — | — | — | — | — | — | ||||||||||||||||||
Number of shares used in diluted computation | — | 112,415 | — | 110,769 | 4,788 | 107,024 | ||||||||||||||||||
Diluted net loss per share | $ | — | $ | (0.30 | ) | $ | — | $ | (1.21 | ) | $ | (0.25 | ) | $ | (0.39 | ) | ||||||||
______________________________________ | ||||||||||||||||||||||||
* CRCS — Contingently Redeemable Common Stock | ||||||||||||||||||||||||
** Other CS — Common Stock other than CRCS |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Unity | ' | |||
Business Acquisition [Line Items] | ' | |||
Purchase price allocated from business combination | ' | |||
The purchase price from the business combination was allocated as follows: | ||||
Total | ||||
(in thousands) | ||||
Cash | $ | 182 | ||
Property and equipment | 51 | |||
Other tangible assets | 36 | |||
Identified intangible assets | 19,280 | |||
Goodwill | 15,451 | |||
Total | $ | 35,000 | ||
CRI | ' | |||
Business Acquisition [Line Items] | ' | |||
Purchase price allocated from business combination | ' | |||
The purchase price from the business combination was allocated as follows: | ||||
Total | ||||
(in thousands) | ||||
Cash | $ | 1,424 | ||
Accounts receivable | 1,140 | |||
Identified intangible assets | 159,200 | |||
Property and equipment | 965 | |||
Other assets | 133 | |||
Goodwill | 96,994 | |||
Liabilities | (2,613 | ) | ||
Total | $ | 257,243 | ||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
Schedule of goodwill information by reportable units | ' | |||||||||||||||
The following tables present goodwill information for each of the reportable segments for the years ended December 31, 2013 and December 31, 2012: | ||||||||||||||||
Reportable Segment: | December 31, | Addition to Goodwill | Impairment Charge of Goodwill (1) | December 31, | ||||||||||||
2012 | 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
MID | $ | 19,905 | $ | — | $ | — | $ | 19,905 | ||||||||
CTO | 8,070 | — | (8,070 | ) | — | |||||||||||
CRI | 96,994 | — | — | 96,994 | ||||||||||||
Total | $ | 124,969 | $ | — | $ | (8,070 | ) | $ | 116,899 | |||||||
______________________________________ | ||||||||||||||||
(1) The Company recorded a non-cash goodwill impairment charge of $8.1 million related to the MTD reporting unit as | ||||||||||||||||
discussed above. | ||||||||||||||||
As of December 31, 2013 | ||||||||||||||||
Reportable Segment: | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | |||||||||||||
(In thousands) | ||||||||||||||||
MID | $ | 19,905 | $ | — | $ | 19,905 | ||||||||||
CTO | 8,070 | (8,070 | ) | — | ||||||||||||
CRI | 96,994 | — | 96,994 | |||||||||||||
All Other | 13,700 | (13,700 | ) | — | ||||||||||||
Total | $ | 138,669 | $ | (21,770 | ) | $ | 116,899 | |||||||||
Reportable Segment: | December 31, | Addition to Goodwill (1) | Impairment Charge of Goodwill (2) | December 31, | ||||||||||||
2011 | 2012 | |||||||||||||||
MID | $ | 4,454 | $ | 15,451 | $ | — | $ | 19,905 | ||||||||
CTO | — | 8,070 | — | 8,070 | ||||||||||||
CRI | 96,994 | — | — | 96,994 | ||||||||||||
All Other | 13,700 | — | (13,700 | ) | — | |||||||||||
Total | $ | 115,148 | $ | 23,521 | $ | (13,700 | ) | $ | 124,969 | |||||||
______________________________________ | ||||||||||||||||
(1) The addition to goodwill resulted from two business combinations in the first quarter of 2012. See Note 5, “Acquisitions” for further details. | ||||||||||||||||
(2) The Company recorded a non-cash goodwill impairment charge of $13.7 million related to the LDT reporting unit as | ||||||||||||||||
discussed above. | ||||||||||||||||
As of December 31, 2012 | ||||||||||||||||
Reportable Segment: | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | |||||||||||||
MID | $ | 19,905 | $ | — | $ | 19,905 | ||||||||||
CTO | 8,070 | — | 8,070 | |||||||||||||
CRI | 96,994 | — | 96,994 | |||||||||||||
All Other | 13,700 | (13,700 | ) | — | ||||||||||||
Total | $ | 138,669 | $ | (13,700 | ) | $ | 124,969 | |||||||||
Components of intangible assets | ' | |||||||||||||||
The components of the Company’s intangible assets as of December 31, 2013 and December 31, 2012 were as follows: | ||||||||||||||||
As of December 31, 2013 | ||||||||||||||||
Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
(In thousands) | ||||||||||||||||
Existing technology (1) | 3 to 10 years | $ | 186,202 | $ | (80,961 | ) | $ | 105,241 | ||||||||
Customer contracts and contractual relationships (2) | 1 to 10 years | 31,093 | (19,204 | ) | 11,889 | |||||||||||
Non-compete agreements | 3 years | 300 | (258 | ) | 42 | |||||||||||
Total intangible assets | $ | 217,595 | $ | (100,423 | ) | $ | 117,172 | |||||||||
______________________________________ | ||||||||||||||||
(1) The Company recorded a non-cash intangible impairment charge of $4.0 million related to the LDT group which has been netted from the gross carrying amount and accumulated amortization for existing technology. | ||||||||||||||||
(2) The Company recorded a non-cash intangible impairment charge of $1.5 million related to a favorable contract which has been netted from the gross carrying amount and accumulated amortization for customer contracts and contractual relationships. | ||||||||||||||||
As of December 31, 2012 | ||||||||||||||||
Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
(In thousands) | ||||||||||||||||
Existing technology (1) | 3 to 10 years | $ | 191,815 | $ | (57,240 | ) | $ | 134,575 | ||||||||
Customer contracts and contractual relationships | 1 to 10 years | 32,650 | (14,194 | ) | 18,456 | |||||||||||
Non-compete agreements | 3 years | 300 | (158 | ) | 142 | |||||||||||
Total intangible assets | $ | 224,765 | $ | (71,592 | ) | $ | 153,173 | |||||||||
______________________________________ | ||||||||||||||||
(1) The Company recorded a non-cash intangible impairment charge of $15.4 million related to the LDT group as discussed | ||||||||||||||||
above which has been netted from the gross carrying amount and accumulated amortization for existing technology. | ||||||||||||||||
Estimated future amortization expense of intangible assets | ' | |||||||||||||||
The estimated future amortization expense of intangible assets as of December 31, 2013 was as follows (amounts in thousands): | ||||||||||||||||
Years Ending December 31: | Amount | |||||||||||||||
2014 | $ | 27,487 | ||||||||||||||
2015 | 25,348 | |||||||||||||||
2016 | 24,356 | |||||||||||||||
2017 | 23,734 | |||||||||||||||
2018 | 10,827 | |||||||||||||||
Thereafter | 5,420 | |||||||||||||||
$ | 117,172 | |||||||||||||||
Segments_and_Major_Customers_T
Segments and Major Customers (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||
Reported segment revenues, and reported segment operating income (loss) | ' | |||||||||||||||||||
The tables below present reported segment operating income (loss) for the years ended December 31, 2013, 2012 and 2011: | ||||||||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||||||
MID | CRI | CTO | All Other | Total | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Revenue | $ | 232,040 | $ | 32,625 | $ | — | $ | 6,836 | $ | 271,501 | ||||||||||
Gain from settlement | 535 | — | — | — | 535 | |||||||||||||||
Other adjustment from revenue to CLI | 5,000 | 2,304 | — | 2,250 | 9,554 | |||||||||||||||
Customer licensing income | $ | 237,575 | $ | 34,929 | $ | — | $ | 9,086 | $ | 281,590 | ||||||||||
Segment operating expenses | 33,764 | 24,149 | 25,703 | 22,502 | 106,118 | |||||||||||||||
Segment operating income (loss) | $ | 203,811 | $ | 10,780 | $ | (25,703 | ) | $ | (13,416 | ) | $ | 175,472 | ||||||||
Reconciling items | (153,008 | ) | ||||||||||||||||||
Operating income | $ | 22,464 | ||||||||||||||||||
Interest and other income (expense), net | (34,481 | ) | ||||||||||||||||||
Loss before income taxes | $ | (12,017 | ) | |||||||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||||||
MID | CRI | CTO | All Other | Total | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Revenue | $ | 215,047 | $ | 17,808 | $ | — | $ | 1,196 | $ | 234,051 | ||||||||||
Gain from settlement | — | — | — | — | — | |||||||||||||||
Other adjustment from revenue to CLI | 7,500 | 5,165 | — | — | 12,665 | |||||||||||||||
Customer licensing income | $ | 222,547 | $ | 22,973 | $ | — | $ | 1,196 | $ | 246,716 | ||||||||||
Segment operating expenses | 37,353 | 13,611 | 28,106 | 19,330 | 98,400 | |||||||||||||||
Segment operating income (loss) | $ | 185,194 | $ | 9,362 | $ | (28,106 | ) | $ | (18,134 | ) | $ | 148,316 | ||||||||
Reconciling items | (238,750 | ) | ||||||||||||||||||
Operating loss | $ | (90,434 | ) | |||||||||||||||||
Interest and other income (expense), net | (27,451 | ) | ||||||||||||||||||
Loss before income taxes | $ | (117,885 | ) | |||||||||||||||||
For the Year Ended December 31, 2011 | ||||||||||||||||||||
MID | CRI | CTO | All Other | Total | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Revenue | $ | 292,074 | $ | 17,353 | $ | — | $ | 2,936 | $ | 312,363 | ||||||||||
Gain from settlement | 6,200 | — | — | — | 6,200 | |||||||||||||||
Other adjustment from revenue to CLI | (3,000 | ) | 2,250 | — | — | (750 | ) | |||||||||||||
Customer licensing income | $ | 295,274 | $ | 19,603 | $ | — | $ | 2,936 | $ | 317,813 | ||||||||||
Segment operating expenses | 45,670 | 5,606 | 17,771 | 15,025 | 84,072 | |||||||||||||||
Segment operating income (loss) | $ | 249,604 | $ | 13,997 | $ | (17,771 | ) | $ | (12,089 | ) | $ | 233,741 | ||||||||
Reconciling items | (235,277 | ) | ||||||||||||||||||
Operating loss | $ | (1,536 | ) | |||||||||||||||||
Interest and other income (expense), net | (24,265 | ) | ||||||||||||||||||
Loss before income taxes | $ | (25,801 | ) | |||||||||||||||||
Schedule of customer accounts representing 10% or more than 10% of total revenue | ' | |||||||||||||||||||
Revenue from the Company’s major customers representing 10% or more of total revenue for the years ended December 31, 2013, 2012 and 2011 were as follows: | ||||||||||||||||||||
Years Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Customer A (MID and CRI reportable segments) | 33 | % | 38 | % | 30 | % | ||||||||||||||
Customer B (MID reportable segment) | * | * | 11 | % | ||||||||||||||||
Customer C (MID reportable segment) | * | * | 10 | % | ||||||||||||||||
_________________________________________ | ||||||||||||||||||||
* Customer accounted for less than 10% of total revenue in the period | ||||||||||||||||||||
Revenue from external customer by geographic regions | ' | |||||||||||||||||||
Revenue from customers in the geographic regions based on the location of customers' headquarters is as follows: | ||||||||||||||||||||
Years Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||
South Korea | $ | 112,806 | $ | 88,971 | $ | 94,197 | ||||||||||||||
USA | 80,652 | 63,398 | 103,367 | |||||||||||||||||
Japan | 51,156 | 63,686 | 97,726 | |||||||||||||||||
Europe | 15,985 | 5,236 | 1,992 | |||||||||||||||||
Canada | 7,896 | 7,759 | 14,750 | |||||||||||||||||
Asia-Other | 3,006 | 5,001 | 331 | |||||||||||||||||
Total | $ | 271,501 | $ | 234,051 | $ | 312,363 | ||||||||||||||
Marketable_Securities_Tables
Marketable Securities (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Available-for-sale Securities [Abstract] | ' | ||||||||||||||||||
Cash equivalents and marketable securities classified as available-for-sale | ' | ||||||||||||||||||
Total cash, cash equivalents and marketable securities are summarized as follows: | |||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||
(Dollars in thousands) | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Weighted Rate of Return | ||||||||||||||
Money market funds | $ | 300,605 | $ | 300,605 | $ | — | $ | — | 0.01 | % | |||||||||
Corporate notes, bonds and commercial paper | 58,492 | 58,507 | — | -15 | 0.15 | % | |||||||||||||
Total cash equivalents and marketable securities | 359,097 | 359,112 | — | -15 | |||||||||||||||
Cash | 28,565 | 28,565 | — | — | |||||||||||||||
Total cash, cash equivalents and marketable securities | $ | 387,662 | $ | 387,677 | $ | — | $ | (15 | ) | ||||||||||
As of December 31, 2012 | |||||||||||||||||||
(Dollars in thousands) | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Weighted Rate of Return | ||||||||||||||
Money market funds | $ | 126,570 | $ | 126,570 | $ | — | $ | — | 0.01 | % | |||||||||
Corporate notes, bonds and commercial paper | 57,345 | 57,356 | 4 | (15 | ) | 0.17 | % | ||||||||||||
Total cash equivalents and marketable securities | 183,915 | 183,926 | 4 | (15 | ) | ||||||||||||||
Cash | 19,415 | 19,415 | — | — | |||||||||||||||
Total cash, cash equivalents and marketable securities | $ | 203,330 | $ | 203,341 | $ | 4 | $ | (15 | ) | ||||||||||
Available-for-sale securities reported at fair value | ' | ||||||||||||||||||
Available-for-sale securities are reported at fair value on the balance sheets and classified as follows: | |||||||||||||||||||
As of | |||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||
2013 | 2012 | ||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||
Cash equivalents | $ | 310,131 | $ | 129,569 | |||||||||||||||
Short term marketable securities | 48,966 | 54,346 | |||||||||||||||||
Total cash equivalents and marketable securities | 359,097 | 183,915 | |||||||||||||||||
Cash | 28,565 | 19,415 | |||||||||||||||||
Total cash, cash equivalents and marketable securities | $ | 387,662 | $ | 203,330 | |||||||||||||||
Estimated fair value of cash equivalents and marketable securities classified by date of contractual maturity and the length of time that the securities have been in a continuous unrealized loss position | ' | ||||||||||||||||||
The estimated fair value of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position at December 31, 2013 and 2012 are as follows: | |||||||||||||||||||
Fair Value | Gross Unrealized Loss | ||||||||||||||||||
December 31, | December 31, | December 31, | December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||
(In thousands) | |||||||||||||||||||
Less than one year | |||||||||||||||||||
Corporate notes, bonds and commercial paper | $ | 53,491 | $ | 51,819 | $ | (15 | ) | $ | (15 | ) | |||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||
Summary of the valuation of cash equivalents and marketable securities by pricing levels | ' | |||||||||||||||||||||||
The following table presents the financial instruments that are carried at fair value and summarizes the valuation of its cash equivalents and marketable securities by the above pricing levels as of December 31, 2013 and 2012: | ||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||
Total | Quoted Market Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Money market funds | $ | 300,605 | $ | 300,605 | $ | — | $ | — | ||||||||||||||||
Corporate notes, bonds and commercial paper | 58,492 | — | 58,492 | — | ||||||||||||||||||||
Total available-for-sale securities | $ | 359,097 | $ | 300,605 | $ | 58,492 | $ | — | ||||||||||||||||
As of December 31, 2012 | ||||||||||||||||||||||||
Total | Quoted Market Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Money market funds | $ | 126,570 | $ | 126,570 | $ | — | $ | — | ||||||||||||||||
Corporate notes, bonds and commercial paper | 57,345 | — | 57,345 | — | ||||||||||||||||||||
Total available-for-sale securities | $ | 183,915 | $ | 126,570 | $ | 57,345 | $ | — | ||||||||||||||||
Financial instruments that are measured and carried at cost on a nonrecurring basis | ' | |||||||||||||||||||||||
The following table presents the financial instruments that are measured and carried at cost on a nonrecurring basis as of December 31, 2013 and 2012: | ||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||
(in thousands) | Carrying Value | Quoted | Significant | Significant | Impairment charges for the year ended December 31, 2013 | |||||||||||||||||||
market | other | unobservable | ||||||||||||||||||||||
prices in | observable | inputs | ||||||||||||||||||||||
active | inputs | (Level 3) | ||||||||||||||||||||||
markets | (Level 2) | |||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||
Investment in non-marketable security | $ | 600 | $ | — | $ | — | $ | 600 | $ | 1,400 | ||||||||||||||
As of December 31, 2012 | ||||||||||||||||||||||||
(in thousands) | Carrying | Quoted | Significant | Significant | Impairment charges for the year ended December 31, 2012 | |||||||||||||||||||
Value | market | other | unobservable | |||||||||||||||||||||
prices in | observable | inputs | ||||||||||||||||||||||
active | inputs | (Level 3) | ||||||||||||||||||||||
markets | (Level 2) | |||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||
Investment in non-marketable security | $ | 2,000 | $ | — | $ | — | $ | 2,000 | $ | — | ||||||||||||||
Financial instruments not carried at fair value but requiring fair value disclosure | ' | |||||||||||||||||||||||
The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2013 and 2012: | ||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||
(in thousands) | Face | Carrying Value | Fair | Face | Carrying Value | Fair | ||||||||||||||||||
Value | Value | Value | Value | |||||||||||||||||||||
5% Convertible Senior Notes due 2014 | $ | 172,500 | $ | 164,047 | $ | 175,821 | $ | 172,500 | $ | 147,556 | $ | 172,716 | ||||||||||||
1.125% Convertible Senior Notes due 2018 | 138,000 | 109,629 | 142,427 | — | — | — | ||||||||||||||||||
Balance_Sheet_Details_Tables
Balance Sheet Details (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Balance Sheet Related Disclosures [Abstract] | ' | |||||||
Components of property, plant and equipment, net | ' | |||||||
Property, plant and equipment, net is comprised of the following: | ||||||||
As of December 31, | ||||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Building | $ | 40,320 | $ | 42,129 | ||||
Computer software | 22,068 | 36,349 | ||||||
Computer equipment | 29,869 | 29,371 | ||||||
Furniture and fixtures | 12,360 | 12,708 | ||||||
Leasehold improvements | 7,024 | 9,731 | ||||||
Machinery | 11,533 | 13,501 | ||||||
Construction in progress | 282 | 9,559 | ||||||
123,456 | 153,348 | |||||||
Less accumulated depreciation and amortization | (50,814 | ) | (66,443 | ) | ||||
$ | 72,642 | $ | 86,905 | |||||
Schedule of accumulated other comprehensive Income (Loss) | ' | |||||||
Accumulated other comprehensive loss is comprised of the following: | ||||||||
As of December 31, | ||||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Foreign currency translation adjustments, net of tax | $ | 86 | $ | 86 | ||||
Unrealized loss on available-for-sale securities, net of tax | (391 | ) | (386 | ) | ||||
Total | $ | (305 | ) | $ | (300 | ) |
Convertible_Notes_Tables
Convertible Notes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||
Schedule of convertible notes | ' | |||||||||||
The Company’s convertible notes are shown in the following table. | ||||||||||||
(Dollars in thousands) | As of December 31, 2013 | As of December 31, 2012 | ||||||||||
1.125% Convertible Senior Notes due 2018 | $ | 138,000 | $ | — | ||||||||
5% Convertible Senior Notes due 2014 | 172,500 | 172,500 | ||||||||||
Total principal amount of convertible notes | 310,500 | 172,500 | ||||||||||
Unamortized discount - 2018 Notes | (28,371 | ) | — | |||||||||
Unamortized discount - 2014 Notes | (8,453 | ) | (24,944 | ) | ||||||||
Total unamortized discount | $ | (36,824 | ) | $ | (24,944 | ) | ||||||
Total convertible notes | $ | 273,676 | $ | 147,556 | ||||||||
Less current portion | 164,047 | — | ||||||||||
Total long-term convertible notes | $ | 109,629 | $ | 147,556 | ||||||||
Schedule of interest expense on notes | ' | |||||||||||
Interest expense related to the notes for the years ended December 31, 2013, 2012 and 2011 was as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
2018 Notes coupon interest at a rate of 1.125% | $ | 582 | $ | — | $ | — | ||||||
2018 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 5.5% | $ | 2,171 | — | — | ||||||||
2014 Notes coupon interest at a rate of 5% | 8,625 | 8,625 | 8,625 | |||||||||
2014 Notes amortization of discount at an additional effective interest rate of 11.7% | 17,126 | 14,695 | 12,622 | |||||||||
Total interest expense on convertible notes | $ | 28,504 | $ | 23,320 | $ | 21,247 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Company's material contractual obligations | ' | |||||||||||||||||||||||||||
As of December 31, 2013, the Company’s material contractual obligations are as follows (in thousands): | ||||||||||||||||||||||||||||
Total | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||||||
Contractual obligations (1) | ||||||||||||||||||||||||||||
Imputed financing obligation (2) | $ | 40,260 | $ | 5,874 | $ | 6,010 | $ | 6,156 | $ | 6,302 | $ | 6,447 | $ | 9,471 | ||||||||||||||
Leases and other contractual obligations | 8,456 | 3,753 | 2,108 | 1,237 | 1,018 | 340 | — | |||||||||||||||||||||
Software licenses (3) | 8,715 | 5,477 | 2,865 | 373 | — | — | — | |||||||||||||||||||||
Acquisition retention bonuses (4) | 18,083 | 18,013 | 70 | — | — | — | ||||||||||||||||||||||
Convertible notes | 310,500 | 172,500 | — | — | — | 138,000 | — | |||||||||||||||||||||
Interest payments related to convertible notes | 12,076 | 5,865 | 1,553 | 1,553 | 1,553 | 1,552 | — | |||||||||||||||||||||
Total | $ | 398,090 | $ | 211,482 | $ | 12,606 | $ | 9,319 | $ | 8,873 | $ | 146,339 | $ | 9,471 | ||||||||||||||
______________________________________ | ||||||||||||||||||||||||||||
-1 | The above table does not reflect possible payments in connection with uncertain tax benefits of approximately $18.8 million including $12.6 million recorded as a reduction of long-term deferred tax assets and $6.2 million in long-term income taxes payable, as of December 31, 2013. As noted below in Note 17, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. | |||||||||||||||||||||||||||
-2 | With respect to the imputed financing obligation, the main components of the difference between the amount reflected in the contractual obligations table and the amount reflected on the Consolidated Balance Sheets are the interest on the imputed financing obligation and the estimated common area expenses over the future periods. Additionally, the amount includes the amended Ohio lease and the amended Sunnyvale lease. | |||||||||||||||||||||||||||
-3 | The Company has commitments with various software vendors for non-cancellable license agreements generally having terms longer than one year. The above table summarizes those contractual obligations as of December 31, 2013 which are also presented on the Company’s Consolidated Balance Sheet under current and other long-term liabilities. | |||||||||||||||||||||||||||
-4 | In connection with acquisitions, the Company is obligated to pay retention bonuses to certain employees and contractors, subject to certain eligibility and acceleration provisions including the condition of employment. The remaining $16.9 million of CRI retention bonuses payable on June 3, 2014 will be paid in cash or stock at the Company’s election. |
Equity_Incentive_Plans_and_Sto1
Equity Incentive Plans and Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||
Shares available for grant under stock-based incentive plans | ' | ||||||||||||||
A summary of shares available for grant under the Company’s plans is as follows: | |||||||||||||||
Shares Available for Grant | |||||||||||||||
Shares available as of December 31, 2010 | 5,348,162 | ||||||||||||||
Stock options granted | -2,357,001 | ||||||||||||||
Stock options forfeited | 865,097 | ||||||||||||||
Stock options expired under former plans | -503,526 | ||||||||||||||
Nonvested equity stock and stock units granted (1) | -562,257 | ||||||||||||||
Nonvested equity stock and stock units forfeited (1) | 22,401 | ||||||||||||||
Total shares available for grant as of December 31, 2011 | 2,812,876 | ||||||||||||||
Increase in shares approved for issuance | 6,500,000 | ||||||||||||||
Stock options granted (2) | -7,789,220 | ||||||||||||||
Stock options forfeited (3) | 2,610,812 | ||||||||||||||
Stock options expired under former plans | -576,763 | ||||||||||||||
Nonvested equity stock and stock units granted (1) | -1,113,014 | ||||||||||||||
Nonvested equity stock and stock units forfeited (1) | 284,468 | ||||||||||||||
Total shares available for grant as of December 31, 2012 | 2,729,159 | ||||||||||||||
Stock options granted | -2,084,276 | ||||||||||||||
Stock options forfeited | 3,318,022 | ||||||||||||||
Stock options expired under former plans | -1,157,419 | ||||||||||||||
Nonvested equity stock and stock units granted (1) | -709,611 | ||||||||||||||
Nonvested equity stock and stock units forfeited (1) | 431,553 | ||||||||||||||
Total shares available for grant as of December 31, 2013 | 2,527,428 | ||||||||||||||
______________________________________ | |||||||||||||||
-1 | For purposes of determining the number of shares available for grant under the 2006 Plan against the maximum number of shares authorized, each restricted stock granted reduces the number of shares available for grant by 1.5 shares and each restricted stock forfeited increases shares available for grant by 1.5 shares. | ||||||||||||||
-2 | Amount includes 2,840,986 shares that were granted from the stock option exchange program (discussed below). | ||||||||||||||
-3 | Amount excludes 6,449,255 shares that were surrendered from the stock option exchange program (discussed below) as the shares are no longer available for grant. | ||||||||||||||
Schedule of stock option activity | ' | ||||||||||||||
The following table summarizes stock option activity under the 1997, 1999 and 2006 Plans for the years ended December 31, 2013, 2012 and 2011 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of December 31, 2013. | |||||||||||||||
Options Outstanding | Weighted Average Remaining Contractual Term | ||||||||||||||
Number of Shares | Weighted Average Exercise Price per Share | Aggregate Intrinsic Value | |||||||||||||
(Dollars in thousands, except per share amounts) | |||||||||||||||
Outstanding as of December 31, 2010 | 13,969,383 | $ | 18.85 | ||||||||||||
Options granted | 2,357,001 | $ | 18.83 | ||||||||||||
Options exercised | -873,691 | $ | 8.46 | ||||||||||||
Options forfeited | -865,097 | $ | 14.53 | ||||||||||||
Outstanding as of December 31, 2011 | 14,587,596 | $ | 19.73 | ||||||||||||
Options granted | 7,789,220 | $ | 5.81 | ||||||||||||
Options exercised | -221,934 | $ | 4.44 | ||||||||||||
Options forfeited | -2,610,812 | $ | 10.91 | ||||||||||||
Options surrendered in stock option exchange program | -6,449,255 | $ | 21.11 | ||||||||||||
Outstanding as of December 31, 2012 | 13,094,815 | $ | 12.79 | ||||||||||||
Options granted | 2,084,276 | $ | 6.09 | ||||||||||||
Options exercised | -483,923 | $ | 6.72 | ||||||||||||
Options forfeited | -3,318,022 | $ | 14.51 | ||||||||||||
Outstanding as of December 31, 2013 | 11,377,146 | $ | 11.32 | 5.7 | $ | 24,540 | |||||||||
Vested or expected to vest at December 31, 2013 | 10,685,898 | $ | 11.64 | 5.5 | $ | 22,113 | |||||||||
Options exercisable at December 31, 2013 | 6,242,733 | $ | 15.35 | 3.7 | $ | 6,779 | |||||||||
Schedule of shares authorized under Stock Option Plans, by exercise price range | ' | ||||||||||||||
The following table summarizes the information about stock options outstanding and exercisable as of December 31, 2013: | |||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||
Range of Exercise Prices | Number Outstanding | Weighted Average Remaining | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | ||||||||||
Contractual Life (in years) | |||||||||||||||
$4.13 – $5.39 | 1,087,176 | 8.6 | $ | 4.45 | 93,470 | $ | 4.8 | ||||||||
$5.46 – $5.46 | 1,306,654 | 9 | $ | 5.46 | 240,292 | $ | 5.46 | ||||||||
$5.49 – $5.49 | 36,918 | 9.1 | $ | 5.49 | 5,734 | $ | 5.49 | ||||||||
$5.63 – $5.63 | 1,511,307 | 5.3 | $ | 5.63 | 724,285 | $ | 5.63 | ||||||||
$5.76– $5.76 | 1,246,839 | 8.5 | $ | 5.76 | 219,246 | $ | 5.76 | ||||||||
$6.39– $7.97 | 1,138,049 | 7.3 | $ | 7.27 | 531,824 | $ | 7.27 | ||||||||
$8.11 – $13.30 | 1,177,647 | 5.7 | $ | 9.21 | 784,077 | $ | 9.15 | ||||||||
$13.31 – $18.69 | 1,250,463 | 2.8 | $ | 16.92 | 1,138,570 | $ | 17.15 | ||||||||
$19.13 – $21.51 | 1,318,182 | 2.5 | $ | 20.15 | 1,237,247 | $ | 20.1 | ||||||||
$21.95 – $40.80 | 1,303,911 | 2 | $ | 26.12 | 1,267,988 | $ | 26.21 | ||||||||
$4.13 – $40.80 | 11,377,146 | 5.7 | $ | 11.32 | 6,242,733 | $ | 15.35 | ||||||||
Weighted-average assumptions for Stock Option Plans | ' | ||||||||||||||
The following table presents the weighted-average assumptions used to estimate the fair value of stock options granted that contain only service conditions in the periods presented. The assumptions used to estimate the fair value of stock options granted under the stock option exchange program are excluded from the following: | |||||||||||||||
Stock Option Plans for Years Ended December 31, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||
Stock Option Plans | |||||||||||||||
Expected stock price volatility | 45%-47% | 57%-68% | 50%-75% | ||||||||||||
Risk free interest rate | 0.8%-1.5% | 0.6%-0.9% | 1.4%-2.8% | ||||||||||||
Expected term (in years) | 5.4-5.5 | 5.5-5.7 | 6.0-6.1 | ||||||||||||
Weighted-average fair value of stock options granted | $2.60 | $3.57 | $10.27 | ||||||||||||
Weighted-average assumptions for Employee Stock Purchase Plan | ' | ||||||||||||||
Employee Stock Purchase Plan for Years Ended December 31, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||
Employee Stock Purchase Plan | |||||||||||||||
Expected stock price volatility | 44%-48% | 56%-63% | 56%-78% | ||||||||||||
Risk free interest rate | 0.10% | 0.20% | 0.10% | ||||||||||||
Expected term (in years) | 0.5 | 0.5 | 0.5 | ||||||||||||
Weighted-average fair value of purchase rights granted under the purchase plan | $1.96 | $1.58 | $6.16 | ||||||||||||
Activity related to nonvested equity stock and stock units | ' | ||||||||||||||
The following table reflects the activity related to nonvested equity stock and stock units for the three years ended December 31, 2013: | |||||||||||||||
Nonvested Equity Stock and Stock Units | Shares | Weighted-Average | |||||||||||||
Grant-Date Fair Value | |||||||||||||||
Nonvested at December 31, 2010 | 718,007 | $ | 18.23 | ||||||||||||
Granted | 374,838 | $ | 17.86 | ||||||||||||
Vested | -314,401 | $ | 18.15 | ||||||||||||
Forfeited | -14,934 | $ | 21.76 | ||||||||||||
Nonvested at December 31, 2011 | 763,510 | $ | 18.02 | ||||||||||||
Granted | 742,009 | $ | 6.43 | ||||||||||||
Vested | -393,383 | $ | 17.38 | ||||||||||||
Forfeited | -189,645 | $ | 11.77 | ||||||||||||
Nonvested at December 31, 2012 | 922,491 | $ | 10.24 | ||||||||||||
Granted | 473,074 | $ | 6.92 | ||||||||||||
Vested | -478,214 | $ | 9.81 | ||||||||||||
Forfeited | -287,702 | $ | 9.18 | ||||||||||||
Nonvested at December 31, 2013 | 629,649 | $ | 8.56 | ||||||||||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Restructuring Costs [Abstract] | ' | ||||||||||||
Schedule of Restructuring and Related Costs | ' | ||||||||||||
The following table summarizes the 2012 Plan restructuring activities during the years ended December 31, 2013 and 2012: | |||||||||||||
Employee | Facilities | Total | |||||||||||
Severance | |||||||||||||
and Related Benefits | |||||||||||||
(in thousands) | |||||||||||||
Balance at December 31, 2011 | $ | — | $ | — | $ | — | |||||||
Charges | 7,301 | — | 7,301 | ||||||||||
Payments | (6,395 | ) | — | (6,395 | ) | ||||||||
Balance at December 31, 2012 | $ | 906 | $ | — | $ | 906 | |||||||
Charges | 136 | 1,960 | 2,096 | ||||||||||
Payments | (958 | ) | (1,307 | ) | (2,265 | ) | |||||||
Non-cash settlements | — | (653 | ) | * | (653 | ) | |||||||
Balance at December 31, 2013 | $ | 84 | — | $ | 84 | ||||||||
______________________________________ | |||||||||||||
*The non-cash charge of $653 thousand is related to the termination of the Company's financing obligation associated with abandoning a construction asset at one of its facilities. | |||||||||||||
The following table summarizes the 2013 Plan restructuring activities during the year ended December 31, 2013: | |||||||||||||
Employee | Facilities | Total | |||||||||||
Severance | |||||||||||||
and Related Benefits | |||||||||||||
(In thousands) | |||||||||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | — | |||||||
Charges | 3,255 | 195 | 3,450 | ||||||||||
Payments | (1,523 | ) | (62 | ) | (1,585 | ) | |||||||
Non-cash settlements | — | — | — | ||||||||||
Balance at December 31, 2013 | $ | 1,732 | 133 | $ | 1,865 | ||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Income Tax Expense (Benefit) [Abstract] | ' | ||||||||||||||||
Schedule of income before income tax | ' | ||||||||||||||||
Income before taxes consisted of the following: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(In thousands) | |||||||||||||||||
Domestic | $ | (12,535 | ) | $ | (61,036 | ) | $ | (3,586 | ) | ||||||||
Foreign | 518 | (56,849 | ) | (22,215 | ) | ||||||||||||
$ | (12,017 | ) | $ | (117,885 | ) | $ | (25,801 | ) | |||||||||
Components of provision for (benefit from) income taxes | ' | ||||||||||||||||
The provision for income taxes is comprised of: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(In thousands) | |||||||||||||||||
Federal: | |||||||||||||||||
Current | $ | 19,319 | $ | 15,048 | $ | 16,595 | |||||||||||
Deferred | 2,200 | 587 | (255 | ) | |||||||||||||
State: | |||||||||||||||||
Current | 47 | (2,868 | ) | 17 | |||||||||||||
Deferred | (501 | ) | 2,934 | — | |||||||||||||
Foreign: | |||||||||||||||||
Current | 446 | 543 | 886 | ||||||||||||||
Deferred | 220 | 207 | 9 | ||||||||||||||
$ | 21,731 | $ | 16,451 | $ | 17,252 | ||||||||||||
Schedule of effective income tax rate reconciliation | ' | ||||||||||||||||
The differences between Rambus’ effective tax rate and the U.S. federal statutory regular tax rate are as follows: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Expense (benefit) at U.S. federal statutory rate | (35.0 | )% | (35.0 | )% | (35.0 | )% | |||||||||||
Expense (benefit) at state statutory rate | (3.3 | ) | 0.1 | (0.1 | ) | ||||||||||||
Withholding tax | 160.4 | 13.3 | 64.2 | ||||||||||||||
Foreign rate differential | 4.1 | 17.4 | 33 | ||||||||||||||
Research and development (“R&D”) credit | (36.7 | ) | — | (1.0 | ) | ||||||||||||
Executive compensation | 0.8 | 0.3 | 2 | ||||||||||||||
Non-deductible stock-based compensation | 2.5 | 0.7 | 2.8 | ||||||||||||||
Foreign tax credit | (163.3 | ) | (13.3 | ) | (197.7 | ) | |||||||||||
Capitalized merger and acquisition costs | — | 0.3 | 5.9 | ||||||||||||||
Other | (1.0 | ) | (2.2 | ) | 0.5 | ||||||||||||
Valuation allowance | 252.3 | 32.4 | 192.3 | ||||||||||||||
180.8 | % | 14 | % | 66.9 | % | ||||||||||||
Components of the net deferred tax assets | ' | ||||||||||||||||
The components of the net deferred tax assets are as follows: | |||||||||||||||||
As of December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Depreciation and amortization | $ | 28,093 | $ | 20,230 | |||||||||||||
Other liabilities and reserves | 18,578 | 19,624 | |||||||||||||||
Deferred equity compensation | 33,837 | 42,546 | |||||||||||||||
Net operating loss carryovers | 27,416 | 38,133 | |||||||||||||||
Tax credits | 100,052 | 76,826 | |||||||||||||||
Total gross deferred tax assets | 207,976 | 197,359 | |||||||||||||||
Convertible debt | -12,664 | -8,019 | |||||||||||||||
Total net deferred tax assets | 195,312 | 189,340 | |||||||||||||||
Valuation allowance | (192,823 | ) | (184,817 | ) | |||||||||||||
Net deferred tax assets | $ | 2,489 | $ | 4,523 | |||||||||||||
As of December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Reported as: | |||||||||||||||||
Current deferred tax assets | $ | 205 | $ | 788 | |||||||||||||
Current deferred tax liabilities | (791 | ) | — | ||||||||||||||
Non-current deferred tax assets | 4,797 | 4,458 | |||||||||||||||
Non-current deferred tax liabilities | (1,722 | ) | (723 | ) | |||||||||||||
Net deferred tax assets | $ | 2,489 | $ | 4,523 | |||||||||||||
Summary of valuation allowance | ' | ||||||||||||||||
The following table presents the tax valuation allowance information for the years ended December 31, 2013, December 31, 2012 and December 31, 2011: | |||||||||||||||||
Balance at Beginning of Period | Charged (Credited) to Operations | Charged to Other Account* | Utilized | Balance at End of Period | |||||||||||||
Tax Valuation Allowance | |||||||||||||||||
Year ended December 31, 2011 | $ | 66,395 | — | 64,153 | — | $ | 130,548 | ||||||||||
Year ended December 31, 2012 | $ | 130,548 | — | 54,269 | — | $ | 184,817 | ||||||||||
Year ended December 31, 2013 | $ | 184,817 | — | 8,006 | — | $ | 192,823 | ||||||||||
______________________________________ | |||||||||||||||||
* | Amounts not charged to operations are charged to other comprehensive income or deferred tax assets (liabilities). | ||||||||||||||||
Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits | ' | ||||||||||||||||
A reconciliation of the beginning and ending amounts of unrecognized income tax benefits for the years ended December 31, 2013, 2012 and 2011 is as follows (amounts in thousands): | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Balance at January 1 | $ | 16,773 | $ | 16,610 | $ | 11,816 | |||||||||||
Tax positions related to current year: | |||||||||||||||||
Additions | 1,156 | 589 | 608 | ||||||||||||||
Tax positions related to prior years: | |||||||||||||||||
Additions | 956 | 1,521 | 4,911 | ||||||||||||||
Reductions | (91 | ) | (1,947 | ) | (725 | ) | |||||||||||
Settlements | — | — | — | ||||||||||||||
Balance at December 31 | $ | 18,794 | $ | 16,773 | $ | 16,610 | |||||||||||
Agreement_with_SK_hynix_Agreem
Agreement with SK hynix Agreement (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Patent License Agreement [Abstract] | ' | |||||||||||||||||||||||||||
Estimated fair value of settlement | ' | |||||||||||||||||||||||||||
The estimated SK hynix Fair Value is determined as follows: | ||||||||||||||||||||||||||||
(in millions) | Estimated SK hynix Fair Value | |||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 4 | ||||||||||||||||||||||||||
Settlement of past infringement | 280 | |||||||||||||||||||||||||||
License agreement | 250 | |||||||||||||||||||||||||||
Total SK hynix Fair Value | $ | 534 | ||||||||||||||||||||||||||
The estimated Micron Fair Value is determined as follows: | ||||||||||||||||||||||||||||
(in millions) | Estimated Micron Fair Value | |||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 8 | ||||||||||||||||||||||||||
Settlement of past infringement | 235 | |||||||||||||||||||||||||||
License agreement | 440 | |||||||||||||||||||||||||||
Total Micron Fair Value | $ | 683 | ||||||||||||||||||||||||||
Allocated consideration of settlement agreement | ' | |||||||||||||||||||||||||||
Based on the estimated Micron Fair Value, the total consideration of $280.0 million was allocated to the following elements: | ||||||||||||||||||||||||||||
(in millions) | Allocated Consideration | |||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 3.3 | ||||||||||||||||||||||||||
Settlement of past infringement | 96.3 | |||||||||||||||||||||||||||
License agreement | 180.4 | |||||||||||||||||||||||||||
Total consideration | $ | 280 | ||||||||||||||||||||||||||
Based on the estimated SK hynix Fair Value, the total consideration of $240.0 million was allocated to the following elements: | ||||||||||||||||||||||||||||
(in millions) | Allocated Consideration | |||||||||||||||||||||||||||
Antitrust litigation settlement | $ | 1.9 | ||||||||||||||||||||||||||
Settlement of past infringement | 125.8 | |||||||||||||||||||||||||||
License agreement | 112.3 | |||||||||||||||||||||||||||
Total consideration | $ | 240 | ||||||||||||||||||||||||||
Schedule of cash receipts | ' | |||||||||||||||||||||||||||
The cumulative cash receipts through December 31, 2013 and the remaining future cash receipts from the agreements with Micron are expected to be recognized as follows assuming no adjustments to the payments under the terms of the agreements: | ||||||||||||||||||||||||||||
Received | Estimated to Be Received in | Total Estimated | ||||||||||||||||||||||||||
in | Cash Receipts | |||||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | 2018 and thereafter | |||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Royalty revenue | $ | 5.3 | $ | 38.7 | $ | 38.7 | $ | 39.5 | $ | 40 | $ | 114.5 | $ | 276.7 | ||||||||||||||
Gain from settlement | 0.2 | 1.3 | 1.3 | 0.5 | — | — | 3.3 | |||||||||||||||||||||
Total | $ | 5.5 | $ | 40 | $ | 40 | $ | 40 | $ | 40 | $ | 114.5 | $ | 280 | ||||||||||||||
The cumulative cash receipts through December 31, 2013 and the remaining future cash receipts from the agreements with SK hynix are expected to be recognized as follows assuming no adjustments to the payments under the terms of the agreements: | ||||||||||||||||||||||||||||
Received | Estimated to Be Received in | Total Estimated | ||||||||||||||||||||||||||
in | Cash Receipts | |||||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | 2018 | |||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Royalty revenue | $ | 23.6 | $ | 47.3 | $ | 47.3 | $ | 47.9 | $ | 48 | $ | 24 | $ | 238.1 | ||||||||||||||
Gain from settlement | 0.4 | 0.7 | 0.7 | 0.1 | — | — | 1.9 | |||||||||||||||||||||
Total | $ | 24 | $ | 48 | $ | 48 | $ | 48 | $ | 48 | $ | 24 | $ | 240 | ||||||||||||||
CONSOLIDATED_SUPPLEMENTARY_FIN1
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||
Schedule of quarterly statements of operations | ' | |||||||||||||||||||||||||||||||
RAMBUS INC. | ||||||||||||||||||||||||||||||||
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA | ||||||||||||||||||||||||||||||||
Quarterly Statements of Operations | ||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Sept. 30, 2013 | 30-Jun-13 | 31-Mar-13 | Dec. 31, 2012 | Sept. 30, 2012 | 30-Jun-12 | 31-Mar-12 | |||||||||||||||||||||||||
(In thousands, except for per share amounts) | ||||||||||||||||||||||||||||||||
Total revenue | $ | 73,422 | $ | 73,294 | $ | 57,919 | $ | 66,866 | $ | 57,443 | $ | 57,530 | $ | 56,215 | $ | 62,863 | ||||||||||||||||
Total operating costs and expenses (1) (2) | $ | 67,208 | $ | 64,229 | $ | 52,175 | $ | 65,425 | $ | 61,470 | $ | 104,630 | $ | 77,964 | $ | 80,421 | ||||||||||||||||
Operating income (loss) | $ | 6,214 | $ | 9,065 | $ | 5,744 | $ | 1,441 | $ | (4,027 | ) | $ | (47,100 | ) | $ | (21,749 | ) | $ | (17,558 | ) | ||||||||||||
Net loss | $ | (9,777 | ) | $ | (5,725 | ) | $ | (7,844 | ) | $ | (10,402 | ) | $ | (16,132 | ) | $ | (58,098 | ) | $ | (32,216 | ) | $ | (27,890 | ) | ||||||||
Net loss per share — basic | $ | (0.09 | ) | $ | (0.05 | ) | $ | (0.07 | ) | $ | (0.09 | ) | $ | (0.14 | ) | $ | (0.52 | ) | (0.29 | ) | $ | (0.25 | ) | |||||||||
Net loss per share — diluted | $ | (0.09 | ) | $ | (0.05 | ) | $ | (0.07 | ) | $ | (0.09 | ) | $ | (0.14 | ) | $ | (0.52 | ) | (0.29 | ) | $ | (0.25 | ) | |||||||||
Shares used in per share calculations — basic | 113,217 | 112,640 | 112,183 | 111,599 | 111,332 | 110,826 | 110,553 | 110,358 | ||||||||||||||||||||||||
Shares used in per share calculations — diluted | 113,217 | 112,640 | 112,183 | 111,599 | 111,332 | 110,826 | 110,553 | 110,358 | ||||||||||||||||||||||||
______________________________________ | ||||||||||||||||||||||||||||||||
-1 | The quarterly financial information includes the following amounts related to the impairment of goodwill and long-lived assets as follows: $9.7 million in the quarter ended December 31, 2013, $8.1 million in the quarter ended September 30, 2013 and $35.5 million in the quarter ended September 30, 2012. Refer to Note 6, "Intangible Assets and Goodwill" of Notes to Consolidated Financial Statements of this Form 10-K. | |||||||||||||||||||||||||||||||
-2 | The quarterly financial information includes the following amounts related to restructuring charges as follows: $2.2 million in the quarter ended December 31, 2013, $1.1 million in the quarter ended September 30, 2013, $2.2 million in the quarter ended March 31, 2013, $0.7 million in the quarter ended December 31, 2012, and $6.6 million in the quarter ended September 30, 2012. Refer to Note 16, "Restructuring Charges" of Notes to Consolidated Financial Statements of this Form 10-K. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, except Share data in Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Weighted Average Number of Shares Outstanding, Basic [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in shares) | 113,217 | 112,640 | 112,183 | 111,599 | 111,332 | 110,826 | 110,553 | 110,358 | 112,415 | 110,769 | 110,041 |
Customer Concentraion Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable | $2.30 | ' | ' | ' | ' | ' | ' | ' | $2.30 | ' | ' |
Financial Statement Presentation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' |
Royalty Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of types of royalty revenue streams | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Stock-Based Compensation and Equity Incentive Plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount from the fair market value (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' |
Cash and Cash Equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum original maturity of cash equivalents (in months) | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | ' | ' |
Customer Concentration Risk | Accounts Receivable [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer Concentraion Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk as a percentage | ' | ' | ' | ' | ' | ' | ' | ' | 73.00% | ' | ' |
Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Useful life (in years) | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '1 year | ' |
Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Useful life (in years) | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' |
CRCS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Number of Shares Outstanding, Basic [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 4,788 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2013 | |
Computer equipment | ' |
Property, plant and equipment | ' |
Property, plant and equipment, estimated useful life (in years) | '3 years |
Machinery | ' |
Property, plant and equipment | ' |
Property, plant and equipment, estimated useful life (in years) | '7 years |
Furniture and fixtures | ' |
Property, plant and equipment | ' |
Property, plant and equipment, estimated useful life (in years) | '3 years |
Building | ' |
Property, plant and equipment | ' |
Property, plant and equipment, estimated useful life (in years) | '39 years |
Minimum | Computer software | ' |
Property, plant and equipment | ' |
Property, plant and equipment, estimated useful life (in years) | '3 years |
Maximum | Computer software | ' |
Property, plant and equipment | ' |
Property, plant and equipment, estimated useful life (in years) | '5 years |
Recent_Accounting_Pronouncemen1
Recent Accounting Pronouncement Income Tax Holiday (Details) (Federal, USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Federal | ' |
Income Tax Holiday [Line Items] | ' |
Income tax holiday, aggregate dollar amount | $4.70 |
Earnings_Loss_Per_Share_Detail
Earnings (Loss) Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average common shares outstanding | 113,217 | 112,640 | 112,183 | 111,599 | 111,332 | 110,826 | 110,553 | 110,358 | 112,415 | 110,769 | 110,041 |
Basic net income (loss) per share (in dollars per share) | ($0.09) | ($0.05) | ($0.07) | ($0.09) | ($0.14) | ($0.52) | ($0.29) | ($0.25) | ($0.30) | ($1.21) | ($0.39) |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares used in basic computation | 113,217 | 112,640 | 112,183 | 111,599 | 111,332 | 110,826 | 110,553 | 110,358 | 112,415 | 110,769 | 110,041 |
Number of shares used in diluted computation | 113,217 | 112,640 | 112,183 | 111,599 | 111,332 | 110,826 | 110,553 | 110,358 | 112,415 | 110,769 | 110,041 |
Diluted net income (loss) per share (in dollars per share) | ($0.09) | ($0.05) | ($0.07) | ($0.09) | ($0.14) | ($0.52) | ($0.29) | ($0.25) | ($0.30) | ($1.21) | ($0.39) |
CRCS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation of undistributed earnings | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | ($1,180) |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 4,788 |
Basic net income (loss) per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | ($0.25) |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation of undistributed earnings for basic computation | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | -1,180 |
Reallocation of undistributed earnings | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Allocation of undistributed earnings for diluted computation | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | -1,180 |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares used in basic computation | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 4,788 |
Dilutive potential shares from stock options, ESPP, convertible notes, CRI retention bonuses and nonvested equity stock and stock units | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Number of shares used in diluted computation | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 4,788 |
Diluted net income (loss) per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | ($0.25) |
Other CS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation of undistributed earnings | ' | ' | ' | ' | ' | ' | ' | ' | -33,748 | -134,336 | -41,873 |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 112,415 | 110,769 | 107,024 |
Basic net income (loss) per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ($0.30) | ($1.21) | ($0.39) |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation of undistributed earnings for basic computation | ' | ' | ' | ' | ' | ' | ' | ' | -33,748 | -134,336 | -41,873 |
Reallocation of undistributed earnings | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Allocation of undistributed earnings for diluted computation | ' | ' | ' | ' | ' | ' | ' | ' | ($33,748) | ($134,336) | ($41,873) |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares used in basic computation | ' | ' | ' | ' | ' | ' | ' | ' | 112,415 | 110,769 | 107,024 |
Dilutive potential shares from stock options, ESPP, convertible notes, CRI retention bonuses and nonvested equity stock and stock units | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Number of shares used in diluted computation | ' | ' | ' | ' | ' | ' | ' | ' | 112,415 | 110,769 | 107,024 |
Diluted net income (loss) per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ($0.30) | ($1.21) | ($0.39) |
Earnings_Loss_Per_Share_Detail1
Earnings (Loss) Per Share (Details 2) (USD $) | 12 Months Ended | ||||||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 29, 2009 | Dec. 31, 2013 | Aug. 16, 2013 |
Options | Options | Options | Convertible notes | Convertible notes | Convertible notes | ||||
5% Convertible Senior Notes due 2014 | 1.125% Convertible Senior Notes due 2018 | 1.125% Convertible Senior Notes due 2018 | |||||||
Anti-dilutive shares excluded from calculation of earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilutive shares excluded from calculation of earnings per share | ' | ' | ' | 7.3 | 12.2 | 12 | ' | ' | ' |
Dilutive potential shares excluded from calculation of earnings per share (in shares) due to the loss position | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dilutive potential shares excluded from calculation of earnings per share (in shares) due to the loss position | 3.3 | 6.8 | 4.1 | ' | ' | ' | ' | ' | ' |
Stated Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | 5.00% | 1.13% | 1.13% |
Initial conversion price of notes (in dollars per share) | ' | ' | ' | ' | ' | ' | $19.31 | ' | $12.07 |
Acquisitions_Details
Acquisitions (Details) (CRI, USD $) | 1 Months Ended | |
Share data in Millions, unless otherwise specified | Jun. 30, 2011 | Jun. 03, 2011 |
CRI | ' | ' |
Consideration paid by the company | ' | ' |
Cash | ' | $168,800,000 |
Total | ' | $257,243,000 |
Purchase price paid (in shares) | 6.4 | ' |
Acquisitions_Details_1
Acquisitions (Details 1) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Feb. 29, 2012 | Feb. 03, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 03, 2011 | Jun. 03, 2011 | |
Unity | Unity | Other business acquisition | CRI | CRI | Favorable Contracts | |
Item | CRI | |||||
Patent | ||||||
Retention bonus payable to Unity Employees | ' | $5,000,000 | ' | ' | ' | ' |
Retention bonus payable to Unity employees (in years) | '3 years | ' | ' | ' | ' | ' |
Related transaction costs | ' | 600,000 | ' | 3,900,000 | ' | ' |
Cash | ' | 182,000 | ' | ' | 1,424,000 | ' |
Accounts receivable | ' | ' | ' | ' | 1,140,000 | ' |
Property and equipment | ' | 51,000 | ' | ' | 965,000 | ' |
Other tangible assets | ' | 36,000 | 1,000,000 | ' | 133,000 | ' |
Identified intangible assets | ' | 19,280,000 | 4,100,000 | ' | 159,200,000 | 12,200,000 |
Goodwill | ' | 15,451,000 | 8,100,000 | ' | 96,994,000 | ' |
Liabilities | ' | ' | ' | ' | -2,613,000 | ' |
Total | ' | 35,000,000 | 13,200,000 | ' | 257,243,000 | ' |
Estimated average useful life (in years) for intangible assets | '10 years | ' | '6 years | ' | ' | ' |
Number of businesses acquired | ' | ' | 1 | ' | ' | ' |
Number of patent and technology acquisitions | ' | ' | 2 | ' | ' | ' |
Retention bonus payable | ' | ' | ' | ' | $50,000,000 | ' |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
Customer contracts and contractual relationships | Intellectual Property [Member] | LDT | LDT | LDT | LDT | LDT | LDT | LDT | LDT | MID | MID | CTO | CTO | CTO | CRI | CRI | CRI | All Other | All Other | Minimum | Maximum | ||||
Building Improvements | Building Improvements | Machinery | Software | Software | |||||||||||||||||||||
Goodwill information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tangible asset impairment charges | ' | ' | ' | ' | ' | ' | ' | ' | $3,500,000 | $5,800,000 | $500,000 | $200,000 | $600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charge | ' | ' | ' | 1,500,000 | ' | 4,000,000 | 15,400,000 | 15,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' |
Impairment charge for tangible and intangible assets | 9,700,000 | ' | ' | ' | ' | ' | 21,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining long-lived assets | ' | ' | ' | ' | ' | 12,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99,400,000 | 99,400,000 | ' | ' | ' | ' | ' |
Fair value of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,900,000 | ' | ' | ' | ' | 97,000,000 | 97,000,000 | ' | ' | ' | ' | ' |
Percentage of fair value in excess of carrying amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 480.00% | ' | ' | ' | ' | 44.00% | 44.00% | ' | ' | ' | ' | ' |
Discount rates for key assumptions used in applying income approach | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14.00% | ' | 36.00% | ' | ' | ' | 21.00% | ' | ' | ' | 20.00% | 35.00% |
Terminal growth rate for key assumptions used in applying income approach | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held for sale | ' | ' | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill information for each reporting unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | 124,969,000 | 115,148,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,905,000 | 4,454,000 | ' | 8,070,000 | 0 | ' | 96,994,000 | 96,994,000 | 13,700,000 | 0 | ' | ' |
Addition to goodwill | ' | 0 | 23,521,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 15,451,000 | ' | 0 | 8,070,000 | ' | 0 | 0 | 0 | ' | ' | ' |
Goodwill impairment charge | ' | 8,070,000 | 13,700,000 | ' | ' | ' | 13,700,000 | ' | ' | ' | ' | ' | ' | 0 | 0 | 8,100,000 | 8,070,000 | 0 | ' | 0 | 0 | 13,700,000 | ' | ' | ' |
Balance at the end of the period | $116,899,000 | $116,899,000 | $124,969,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $19,905,000 | $19,905,000 | ' | $0 | $8,070,000 | $96,994,000 | $96,994,000 | $96,994,000 | $0 | $0 | ' | ' |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill (Goodwill Information) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Goodwill [Line Items] | ' | ' | ' |
Gross Carrying Amount | $138,669 | $138,669 | ' |
Goodwill, Impaired, Accumulated Impairment Loss | -21,770 | -13,700 | ' |
Net Carrying Amount | 116,899 | 124,969 | 115,148 |
MID | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Gross Carrying Amount | 19,905 | 19,905 | ' |
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 | ' |
Net Carrying Amount | 19,905 | 19,905 | 4,454 |
CTO | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Gross Carrying Amount | 8,070 | 8,070 | ' |
Goodwill, Impaired, Accumulated Impairment Loss | -8,070 | 0 | ' |
Net Carrying Amount | 0 | 8,070 | 0 |
CRI | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Gross Carrying Amount | 96,994 | 96,994 | ' |
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 | ' |
Net Carrying Amount | 96,994 | 96,994 | 96,994 |
All Other | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Gross Carrying Amount | 13,700 | 13,700 | ' |
Goodwill, Impaired, Accumulated Impairment Loss | -13,700 | -13,700 | ' |
Net Carrying Amount | $0 | $0 | $13,700 |
Intangible_Assets_and_Goodwill4
Intangible Assets and Goodwill (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Components of intangible assets | ' | ' | ' |
Gross Carrying Amount | $217,595 | $224,765 | ' |
Accumulated Amortization | -100,423 | -71,592 | ' |
Finite-lived intangible assets | 117,172 | 153,173 | ' |
Amortization expense for intangible assets | 28,909 | 30,345 | 20,191 |
Minimum | ' | ' | ' |
Components of intangible assets | ' | ' | ' |
Useful Life (in years) | '1 year | '1 year | ' |
Maximum | ' | ' | ' |
Components of intangible assets | ' | ' | ' |
Useful Life (in years) | '10 years | '10 years | ' |
Existing technology | ' | ' | ' |
Components of intangible assets | ' | ' | ' |
Gross Carrying Amount | 186,202 | 191,815 | ' |
Accumulated Amortization | -80,961 | -57,240 | ' |
Finite-lived intangible assets | 105,241 | 134,575 | ' |
Existing technology | Minimum | ' | ' | ' |
Components of intangible assets | ' | ' | ' |
Useful Life (in years) | '3 years | '3 years | ' |
Existing technology | Maximum | ' | ' | ' |
Components of intangible assets | ' | ' | ' |
Useful Life (in years) | '10 years | '10 years | ' |
Customer contracts and contractual relationships | ' | ' | ' |
Components of intangible assets | ' | ' | ' |
Gross Carrying Amount | 31,093 | 32,650 | ' |
Accumulated Amortization | -19,204 | -14,194 | ' |
Finite-lived intangible assets | 11,889 | 18,456 | ' |
Customer contracts and contractual relationships | Minimum | ' | ' | ' |
Components of intangible assets | ' | ' | ' |
Useful Life (in years) | '1 year | '1 year | ' |
Customer contracts and contractual relationships | Maximum | ' | ' | ' |
Components of intangible assets | ' | ' | ' |
Useful Life (in years) | '10 years | '10 years | ' |
Non-competition agreements | ' | ' | ' |
Components of intangible assets | ' | ' | ' |
Gross Carrying Amount | 300 | 300 | ' |
Accumulated Amortization | -258 | -158 | ' |
Finite-lived intangible assets | $42 | $142 | ' |
Useful Life (in years) | '3 years | '3 years | ' |
Intangible_Assets_and_Goodwill5
Intangible Assets and Goodwill (Details 3) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Existing technology | Existing technology | Favorable contracts. | Favorable contracts. | Non-competition agreements | Non-competition agreements | Group of purchased intangible assets | Other non-CRI related Patents | Other non-CRI related Patents | Other non-CRI related Patents | LDT | LDT | LDT | ||||
Identified intangible assets assumed in the acquisition of CRI | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,000,000 | $15,400,000 | $15,400,000 |
Estimated Useful Life (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' |
Cash received related to intangible assets | ' | ' | ' | ' | ' | 2,300,000 | 5,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchased patents | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Patents Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | 2,500,000 | 4,200,000 | ' | ' | ' |
Cash paid in 2011 related to other non-CRI intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' |
Amortization of intangible assets | 28,909,000 | 30,345,000 | 20,191,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated future amortization expense of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | 27,487,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 25,348,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 24,356,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | 23,734,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | 10,827,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Thereafter | 5,420,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-lived intangible assets | $117,172,000 | $153,173,000 | ' | $105,241,000 | $134,575,000 | $1,000,000 | $4,800,000 | $42,000 | $142,000 | ' | ' | ' | ' | ' | ' | ' |
Segments_and_Major_Customers_D
Segments and Major Customers (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Financial information of business segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $73,422 | $73,294 | $57,919 | $66,866 | $57,443 | $57,530 | $56,215 | $62,863 | $271,501 | $234,051 | $312,363 |
Gain from settlement | ' | ' | ' | ' | ' | ' | ' | ' | 535 | 0 | 6,200 |
Other adjustment from revenue to CLI | ' | ' | ' | ' | ' | ' | ' | ' | 9,554 | 12,665 | -750 |
Customer licensing income | ' | ' | ' | ' | ' | ' | ' | ' | 281,590 | 246,716 | 317,813 |
Segment operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 106,118 | 98,400 | 84,072 |
Segment operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 175,472 | 148,316 | 233,741 |
Operating income (loss) | 6,214 | 9,065 | 5,744 | 1,441 | -4,027 | -47,100 | -21,749 | -17,558 | 22,464 | -90,434 | -1,536 |
Interest and other income (expense), net | ' | ' | ' | ' | ' | ' | ' | ' | -34,481 | -27,451 | -24,265 |
Income (Loss) before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -12,017 | -117,885 | -25,801 |
MID | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial information of business segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 232,040 | 215,047 | 292,074 |
Gain from settlement | ' | ' | ' | ' | ' | ' | ' | ' | 535 | 0 | 6,200 |
Other adjustment from revenue to CLI | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 7,500 | -3,000 |
Customer licensing income | ' | ' | ' | ' | ' | ' | ' | ' | 237,575 | 222,547 | 295,274 |
Segment operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 33,764 | 37,353 | 45,670 |
Segment operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 203,811 | 185,194 | 249,604 |
CRI | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial information of business segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 32,625 | 17,808 | 17,353 |
Gain from settlement | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Other adjustment from revenue to CLI | ' | ' | ' | ' | ' | ' | ' | ' | 2,304 | 5,165 | 2,250 |
Customer licensing income | ' | ' | ' | ' | ' | ' | ' | ' | 34,929 | 22,973 | 19,603 |
Segment operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 24,149 | 13,611 | 5,606 |
Segment operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 10,780 | 9,362 | 13,997 |
CTO | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial information of business segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Gain from settlement | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Other adjustment from revenue to CLI | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Customer licensing income | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Segment operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 25,703 | 28,106 | 17,771 |
Segment operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | -25,703 | -28,106 | -17,771 |
All Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial information of business segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 6,836 | 1,196 | 2,936 |
Gain from settlement | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Other adjustment from revenue to CLI | ' | ' | ' | ' | ' | ' | ' | ' | 2,250 | 0 | 0 |
Customer licensing income | ' | ' | ' | ' | ' | ' | ' | ' | 9,086 | 1,196 | 2,936 |
Segment operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 22,502 | 19,330 | 15,025 |
Segment operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | -13,416 | -18,134 | -12,089 |
Reconciling items | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial information of business segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ($153,008) | ($238,750) | ($235,277) |
Segments_and_Major_Customers_D1
Segments and Major Customers (Details 2) (Sales, net, Customer Concentration Risk) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Customer A | ' | ' | ' |
Concentration Risk | ' | ' | ' |
Revenue from major customer as percentage of total revenue | 33.00% | 38.00% | 30.00% |
Customer B | ' | ' | ' |
Concentration Risk | ' | ' | ' |
Revenue from major customer as percentage of total revenue | ' | ' | 11.00% |
Customer C | ' | ' | ' |
Concentration Risk | ' | ' | ' |
Revenue from major customer as percentage of total revenue | ' | ' | 10.00% |
Segments_and_Major_Customers_D2
Segments and Major Customers (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Major Customer Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $73,422 | $73,294 | $57,919 | $66,866 | $57,443 | $57,530 | $56,215 | $62,863 | $271,501 | $234,051 | $312,363 |
Property, plant and equipment, net | 72,642 | ' | ' | ' | 86,905 | ' | ' | ' | 72,642 | 86,905 | ' |
South Korea | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Major Customer Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 112,806 | 88,971 | 94,197 |
USA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Major Customer Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 80,652 | 63,398 | 103,367 |
Property, plant and equipment, net | 71,800 | ' | ' | ' | 85,800 | ' | ' | ' | 71,800 | 85,800 | ' |
Japan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Major Customer Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 51,156 | 63,686 | 97,726 |
Europe | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Major Customer Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 15,985 | 5,236 | 1,992 |
Canada | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Major Customer Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 7,896 | 7,759 | 14,750 |
Asia-Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Major Customer Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 3,006 | 5,001 | 331 |
India | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Major Customer Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | 700 | ' | ' | ' | 1,000 | ' | ' | ' | 700 | 1,000 | ' |
Other foreign locations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Major Customer Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | $100 | ' | ' | ' | $100 | ' | ' | ' | $100 | $100 | ' |
Marketable_Securities_Details
Marketable Securities (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Cash equivalents and marketable securities | ' | ' |
Fair Value | $359,097 | $183,915 |
Amortized Cost | 359,112 | 183,926 |
Gross Unrealized Gains | 0 | 4 |
Gross Unrealized Losses | -15 | -15 |
Cash, fair value | 28,565 | 19,415 |
Cash | 28,565 | 19,415 |
Cash, cash equivalents and marketable securities | ' | ' |
Fair Value | 387,662 | 203,330 |
Amortized Cost | 387,677 | 203,341 |
Gross Unrealized Gains | 0 | 4 |
Gross Unrealized Loss | -15 | -15 |
Money market funds | ' | ' |
Cash equivalents and marketable securities | ' | ' |
Fair Value | 300,605 | 126,570 |
Amortized Cost | 300,605 | 126,570 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Weighted Rate of Return (as a percent) | 0.01% | 0.01% |
Corporate notes, bonds and commercial paper | ' | ' |
Cash equivalents and marketable securities | ' | ' |
Maximum maturity period of available-for-sale securities (in years) | '3 years | ' |
Maximum remaining maturity period of available-for-sale securities (in years) | '1 year | ' |
Fair Value | 58,492 | 57,345 |
Amortized Cost | 58,507 | 57,356 |
Gross Unrealized Gains | 0 | 4 |
Gross Unrealized Losses | -15 | -15 |
Weighted Rate of Return (as a percent) | 0.15% | 0.17% |
Unrealized gain (loss), net | ' | ' |
Less than one year, Fair value | 53,491 | 51,819 |
Less than one year, Gross unrealized loss | -15 | -15 |
Cash equivalents | ' | ' |
Cash equivalents and marketable securities | ' | ' |
Maximum remaining maturity period of available-for-sale securities (in years) | '1 year | ' |
Fair Value | 310,131 | 129,569 |
Short term marketable securities | ' | ' |
Cash equivalents and marketable securities | ' | ' |
Fair Value | $48,966 | $54,346 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Money market funds | Money market funds | Corporate notes, bonds and commercial paper | Corporate notes, bonds and commercial paper | Total | Total | Total | Total | Total | Total | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | ||||
Money market funds | Money market funds | Corporate notes, bonds and commercial paper | Corporate notes, bonds and commercial paper | Money market funds | Money market funds | Corporate notes, bonds and commercial paper | Corporate notes, bonds and commercial paper | Money market funds | Money market funds | Corporate notes, bonds and commercial paper | Corporate notes, bonds and commercial paper | Money market funds | Money market funds | Corporate notes, bonds and commercial paper | Corporate notes, bonds and commercial paper | Level 1 | Level 1 | Level 2 | Level 2 | Level 3 | Level 3 | ||||||||||||||||||||
Financial assets subject to fair value measurements and the necessary disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total available-for-sale securities | $359,097 | $183,915 | ' | $300,605 | $126,570 | $58,492 | $57,345 | $359,097 | $183,915 | $300,605 | $126,570 | $58,492 | $57,345 | $300,605 | $126,570 | $300,605 | $126,570 | $0 | $0 | $58,492 | $57,345 | $0 | $0 | $58,492 | $57,345 | $0 | $0 | $0 | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in non-marketable security | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600 | 2,000 | 2,000 | ' | ' | ' | ' | ' | ' |
Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 0 | 600 | 2,000 |
Impairment of Investment in non-marketable equity security | $1,400 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,400 | $1,400 | $0 | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Carrying Value | $273,676 | $147,556 |
5% Convertible Senior Notes due 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Face Value | 172,500 | 172,500 |
Carrying Value | 164,047 | 147,556 |
Fair Value | 175,821 | 172,716 |
Stated Interest rate (as a percent) | 5.00% | 5.00% |
1.125% Convertible Senior Notes due 2018 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Face Value | 138,000 | 0 |
Carrying Value | 109,629 | 0 |
Fair Value | $142,427 | $0 |
Stated Interest rate (as a percent) | 1.13% | ' |
Balance_Sheet_Details_Details
Balance Sheet Details (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Jan. 31, 2013 | Nov. 04, 2011 | |
Building | Building | Computer software | Computer software | Computer equipment | Computer equipment | Furniture and fixtures | Furniture and fixtures | Leasehold improvements | Leasehold improvements | Machinery | Machinery | Construction in progress | Construction in progress | LDT | LDT | LDT | LDT | LDT | Facility Closing [Member] | MTSPELLC Amended [Member] | MTSPELLC Amended [Member] | |||||||||
Building Improvements | Building Improvements | Machinery | Software | Software | sqft | sqft | ||||||||||||||||||||||||
Property, plant and equipment, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | $123,456,000 | ' | ' | $153,348,000 | ' | $123,456,000 | $153,348,000 | ' | $40,320,000 | $42,129,000 | $22,068,000 | $36,349,000 | $29,869,000 | $29,371,000 | $12,360,000 | $12,708,000 | $7,024,000 | $9,731,000 | $11,533,000 | $13,501,000 | $282,000 | $9,559,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Less accumulated depreciation and amortization | -50,814,000 | ' | ' | -66,443,000 | ' | -50,814,000 | -66,443,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | 72,642,000 | ' | ' | 86,905,000 | ' | 72,642,000 | 86,905,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tangible asset impairment charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | 5,800,000 | 500,000 | 200,000 | 600,000 | ' | ' | ' |
Total space under lease (in square feet) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,000 | 31,000 |
Restructuring costs | 2,200,000 | 1,100,000 | 2,200,000 | 700,000 | 6,600,000 | 5,546,000 | 7,301,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' |
Construction costs capitalized | ' | ' | ' | 6,700,000 | ' | ' | 6,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Construction in progress, capitalized | 40,300,000 | ' | ' | 48,800,000 | ' | 40,300,000 | 48,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation expense | ' | ' | ' | ' | ' | $15,451,000 | $13,190,000 | $11,894,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance_Sheet_Details_Details_
Balance Sheet Details (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accumulated other comprehensive income (Loss) | ' | ' |
Foreign currency translation adjustments, net of tax | $86 | $86 |
Unrealized loss on available-for-sale securities, net of tax | -391 | -386 |
Total | ($305) | ($300) |
Convertible_Notes_Schedule_of_
Convertible Notes (Schedule of Notes) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 16, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 29, 2009 |
In Thousands, unless otherwise specified | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | ||
1.125% Convertible Senior Notes due 2018 | 1.125% Convertible Senior Notes due 2018 | 1.125% Convertible Senior Notes due 2018 | 5% Convertible Senior Notes due 2014 | 5% Convertible Senior Notes due 2014 | 5% Convertible Senior Notes due 2014 | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face Value | ' | ' | $310,500 | $172,500 | $138,000 | $138,000 | $0 | $172,500 | $172,500 | $150,000 |
Unamortized discount | -36,824 | -24,944 | ' | ' | -28,371 | ' | 0 | -8,453 | -24,944 | ' |
Total convertible notes | 273,676 | 147,556 | ' | ' | ' | ' | ' | ' | ' | ' |
Less current portion | 164,047 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-term convertible notes | $109,629 | $147,556 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible_Notes_Narrative_De
Convertible Notes (Narrative) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 10, 2009 | Jun. 29, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 16, 2013 |
Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible Senior Notes [Member] | |||
1.125% Convertible Senior Notes due 2018 | 1.125% Convertible Senior Notes due 2018 | 1.125% Convertible Senior Notes due 2018 | 5% Convertible Senior Notes due 2014 | 5% Convertible Senior Notes due 2014 | 5% Convertible Senior Notes due 2014 | 5% Convertible Senior Notes due 2014 | 5% Convertible Senior Notes due 2014 | 1.125% Convertible Senior Notes due 2018 | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face Value | ' | ' | $310,500,000 | $172,500,000 | $138,000,000 | $138,000,000 | $0 | ' | $150,000,000 | $172,500,000 | $172,500,000 | ' | ' |
Liability Component, Principal amount | ' | ' | ' | ' | 107,700,000 | ' | ' | 14,300,000 | 92,400,000 | ' | ' | ' | ' |
Equity Component, Principal amount | ' | ' | ' | ' | 30,300,000 | ' | ' | 8,200,000 | 57,600,000 | ' | ' | ' | ' |
Additional borrowings on debt instrument | ' | ' | ' | ' | ' | ' | ' | 22,500,000 | ' | ' | ' | ' | ' |
Debt discount amortization period | ' | ' | ' | ' | '5 years | '56 months | ' | ' | '5 years | '6 months | ' | ' | ' |
Stated Interest rate (as a percent) | ' | ' | ' | ' | 1.13% | 1.13% | ' | ' | 5.00% | ' | ' | ' | 1.13% |
Debt Issuance Cost | ' | ' | ' | ' | 3,600,000 | ' | ' | ' | 5,100,000 | ' | ' | ' | ' |
Debt Issuance Cost, Convertible, Liability Component | ' | ' | ' | ' | 2,800,000 | ' | ' | ' | 3,200,000 | ' | ' | ' | ' |
Debt Issuance Cost, Convertible, Equity Component | ' | ' | ' | ' | 800,000 | ' | ' | ' | 1,900,000 | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | '5 years | ' | ' | ' | '5 years | ' | ' | ' | ' |
Periodic interest payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,600,000 | 8,600,000 | 8,600,000 | ' |
Conversion rate, number of shares to be issued per $1000 of principal (in shares) | ' | ' | ' | ' | 82.8329 | ' | ' | ' | 51.8 | ' | ' | ' | ' |
Principal amount of notes used as the denominator to determine number of shares converted into notes | ' | ' | ' | ' | 1,000 | ' | ' | ' | 1,000 | ' | ' | ' | ' |
Initial conversion price of notes (in dollars per share) | ' | ' | ' | ' | $12.07 | ' | ' | ' | $19.31 | ' | ' | ' | ' |
Number of trading days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be redeemable, minimum | ' | ' | ' | ' | '20 days | ' | ' | ' | '20 days | ' | ' | ' | ' |
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the conversion price for at least 20 days in order for the notes to be redeemable | ' | ' | ' | ' | '30 days | ' | ' | ' | '30 days | ' | ' | ' | ' |
Percentage of the closing sales price of the entity's common stock that the conversion price must exceed in order for the notes to be convertible | ' | ' | ' | ' | 130.00% | ' | ' | ' | 130.00% | ' | ' | ' | ' |
Number of business days immediately after any ten consecutive trading day period during the note measurement period | ' | ' | ' | ' | '5 days | ' | ' | ' | '5 days | ' | ' | ' | ' |
Number of consecutive trading days before the five business days during the debt instrument measurement period | ' | ' | ' | ' | '5 days | ' | ' | ' | '10 days | ' | ' | ' | ' |
Denomination of the principal amount of notes used to calculate the percent of trading price during the debt instrument measurement period | ' | ' | ' | ' | 1,000 | ' | ' | ' | 1,000 | ' | ' | ' | ' |
Maximum conversion price as a percentage of closing stock price | ' | ' | ' | ' | 98.00% | ' | ' | ' | 98.00% | ' | ' | ' | ' |
Number of trading days conversion reference period | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' |
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the conversion price for at least 20 days in order for the notes to be redeemable at the company's option | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' |
Percentage of face amount of debt instrument redeemable at the company's option | ' | ' | ' | ' | 100.00% | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Number of trading days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be redeemable at the company's option, minimum | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' |
Percentage of the closing sales price of the entity's common stock that the conversion price must exceed in order for the notes to be redeemable at the company's option | ' | ' | ' | ' | ' | ' | ' | ' | 130.00% | ' | ' | ' | ' |
Percentage of face amount which may be redeemed by the debt holder for cash upon occurrence of a fundamental change | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Maximum increase in conversion rate per $1000 principal amount upon occurrence of fundamental change | ' | ' | ' | ' | ' | ' | ' | ' | 15.5401 | ' | ' | ' | ' |
Events of default | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of default in payment of interest (in days) | ' | ' | ' | ' | '30 days | ' | ' | ' | '30 days | ' | ' | ' | ' |
Period of default to comply with other agreements (in days) | ' | ' | ' | ' | '60 days | ' | ' | ' | '60 days | ' | ' | ' | ' |
Minimum percentage of aggregate outstanding principal required for default event with other agreements | ' | ' | ' | ' | 25.00% | ' | ' | ' | 25.00% | ' | ' | ' | ' |
Minimum principal amount of debt nonpayment required for debt default to occur | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | 30,000,000 | ' | ' | ' | ' |
Period of nonpayment of principal amount required for debt default to occur (in days) | ' | ' | ' | ' | '30 days | ' | ' | ' | '10 days | ' | ' | ' | ' |
Minimum percentage of aggregate outstanding principal required for nonpayment of debt default to occur | ' | ' | ' | ' | 25.00% | ' | ' | ' | 25.00% | ' | ' | ' | ' |
Minimum percentage of aggregate outstanding principal required for immediate payment declaration to occur | ' | ' | ' | ' | 25.00% | ' | ' | ' | 25.00% | ' | ' | ' | ' |
Additional paid in capital | $1,128,148,000 | $1,075,761,000 | $93,400,000 | $63,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible_Notes_Interest_Exp
Convertible Notes (Interest Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Interest expense related to notes | ' | ' | ' |
Total interest expense on convertible notes | $32,885 | $27,510 | $24,828 |
Convertible notes | ' | ' | ' |
Interest expense related to notes | ' | ' | ' |
Total interest expense on convertible notes | 28,504 | 23,320 | 21,247 |
Convertible notes | 1.125% Convertible Senior Notes due 2018 | ' | ' | ' |
Interest expense related to notes | ' | ' | ' |
Coupon interest | 582 | 0 | 0 |
Amortization of discount at an additional effective interest rate | 2,171 | 0 | 0 |
Additional Effective Interest Rate | 5.50% | ' | ' |
Convertible notes | 5% Convertible Senior Notes due 2014 | ' | ' | ' |
Interest expense related to notes | ' | ' | ' |
Coupon interest | 8,625 | 8,625 | 8,625 |
Amortization of discount at an additional effective interest rate | $17,126 | $14,695 | $12,622 |
Additional Effective Interest Rate | 11.70% | 11.70% | 11.70% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 10, 2009 | Jun. 29, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 15, 2009 | Jan. 31, 2013 | Nov. 04, 2011 | Sep. 29, 2012 | Sep. 29, 2011 | Mar. 08, 2010 | Feb. 01, 2012 | Nov. 04, 2011 | |
Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Facility Closing [Member] | Sunnyvale Facility, Original agreement | Sunnyvale Facility, First Amended | Sunnyvale Facility, First Amended | Sunnyvale Facility, Second Amended | Ohio Facility | Fogg-Brecksville Development Co., Original | San Francisco Facility | San Francisco Facility | |||||||||
5% Convertible Senior Notes due 2014 | 5% Convertible Senior Notes due 2014 | 5% Convertible Senior Notes due 2014 | 5% Convertible Senior Notes due 2014 | 1.125% Convertible Senior Notes due 2018 | 1.125% Convertible Senior Notes due 2018 | 1.125% Convertible Senior Notes due 2018 | sqft | sqft | sqft | sqft | sqft | sqft | ||||||||||||||
Lease Commitments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease term (in months) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '75 months | ' |
Number of options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' |
Period for extension of lease (in months) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 months | ' | ' | ' | '60 months | ' | ' | ' |
Period for termination of lease (in months) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '84 months | ' | ' | ' | ' | ' | ' | ' |
Total reimbursement receivable under lease agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,100,000 | ' | $1,700,000 | $1,500,000 | ' | ' | ' | ' |
Interest expense related to imputed financing obligation | ' | ' | ' | ' | ' | 4,400,000 | 4,100,000 | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current and Long Term, Imputed Financing Obligation | 39,700,000 | ' | ' | 45,900,000 | ' | 39,700,000 | 45,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized property plant and equipment | 40,300,000 | ' | ' | 48,800,000 | ' | 40,300,000 | 48,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total space under lease (in square feet) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | 31,000 | 31,000 | ' | 51,000 | 25,000 | ' | 26,000 |
Restructuring charges | 2,200,000 | 1,100,000 | 2,200,000 | 700,000 | 6,600,000 | 5,546,000 | 7,301,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Face Value | ' | ' | ' | ' | ' | ' | ' | ' | 310,500,000 | 172,500,000 | ' | 150,000,000 | 172,500,000 | 172,500,000 | 138,000,000 | 138,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowings on debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized discount | $36,824,000 | ' | ' | $24,944,000 | ' | $36,824,000 | $24,944,000 | ' | ' | ' | ' | ' | $8,453,000 | $24,944,000 | ' | $28,371,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount amortization period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '6 months | ' | '5 years | '56 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Jun. 03, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 29, 2009 | ||||||||
CRI | CRI | Imputed financing obligation | Leases and other contractual obligations | Software licenses | Acquisition retention bonus | Convertible notes | Interest payments related to convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | Convertible notes | ||||||||||||
installment | 5% Convertible Senior Notes due 2014 | 5% Convertible Senior Notes due 2014 | 5% Convertible Senior Notes due 2014 | |||||||||||||||||||||
Contractual obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Number of installments for payment of retention bonus | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Approximate installment amount of retention bonus | ' | ' | ' | ' | ' | $16,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Total | 398,090,000 | [1] | ' | ' | ' | ' | ' | 40,260,000 | [1],[2] | 8,456,000 | [1] | 8,715,000 | [1],[3] | 18,083,000 | [1],[4] | 310,500,000 | [1] | 12,076,000 | [1] | ' | ' | ' | ' | ' |
2014 | 211,482,000 | [1] | ' | ' | ' | ' | ' | 5,874,000 | [1],[2] | 3,753,000 | [1] | 5,477,000 | [1],[3] | 18,013,000 | [1],[4] | 172,500,000 | [1] | 5,865,000 | [1] | ' | ' | ' | ' | ' |
2015 | 12,606,000 | [1] | ' | ' | ' | ' | ' | 6,010,000 | [1],[2] | 2,108,000 | [1] | 2,865,000 | [1],[3] | 70,000 | [1],[4] | 0 | [1] | 1,553,000 | [1] | ' | ' | ' | ' | ' |
2016 | 9,319,000 | [1] | ' | ' | ' | ' | ' | 6,156,000 | [1],[2] | 1,237,000 | [1] | 373,000 | [1],[3] | 0 | [1],[4] | 0 | [1] | 1,553,000 | [1] | ' | ' | ' | ' | ' |
2017 | 8,873,000 | [1] | ' | ' | ' | ' | ' | 6,302,000 | [1],[2] | 1,018,000 | [1] | 0 | [1],[3] | 0 | [1],[4] | 0 | [1] | 1,553,000 | [1] | ' | ' | ' | ' | ' |
2018 | 146,339,000 | [1] | ' | ' | ' | ' | ' | 6,447,000 | [1],[2] | 340,000 | [1] | 0 | [1],[3] | ' | [1],[4] | 138,000,000 | [1] | 1,552,000 | [1] | ' | ' | ' | ' | ' |
Thereafter | 9,471,000 | [1] | ' | ' | ' | ' | ' | 9,471,000 | [1],[2] | 0 | [1] | 0 | [1],[3] | 0 | [1],[4] | 0 | [1] | 0 | [1] | ' | ' | ' | ' | ' |
Face Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 310,500,000 | 172,500,000 | 172,500,000 | 172,500,000 | 150,000,000 | |||||||
Unrecognized tax benefits | 18,794,000 | 16,773,000 | 16,610,000 | 11,816,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Unrecognized tax benefits, reduction of long-term deferred tax assets, before federal tax benefit | 12,600,000 | 10,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Unrecognized tax benefits included in long-term income taxes payable | 6,200,000 | 6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Terms of noncancellable license agreement, minimum (in years) | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Remaining retention bonus payable | ' | ' | ' | ' | 16,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Rent expense | 3,100,000 | 4,100,000 | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Cumulative payments made by the Company on behalf of current and former officers | 32,200,000 | 32,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Settlement of claims | ' | ' | 10,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Cumulative proceeds from insurance settlements | $12,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
[1] | The above table does not reflect possible payments in connection with uncertain tax benefits of approximately $18.8 million including $12.6 million recorded as a reduction of long-term deferred tax assets and $6.2 million in long-term income taxes payable, as of December 31, 2013. As noted below in Note 17, “Income Taxes,†although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. | |||||||||||||||||||||||
[2] | With respect to the imputed financing obligation, the main components of the difference between the amount reflected in the contractual obligations table and the amount reflected on the Consolidated Balance Sheets are the interest on the imputed financing obligation and the estimated common area expenses over the future periods. Additionally, the amount includes the amended Ohio lease and the amended Sunnyvale lease. | |||||||||||||||||||||||
[3] | The Company has commitments with various software vendors for non-cancellable license agreements generally having terms longer than one year. The above table summarizes those contractual obligations as of December 31, 2013 which are also presented on the Company’s Consolidated Balance Sheet under current and other long-term liabilities. | |||||||||||||||||||||||
[4] | In connection with acquisitions, the Company is obligated to pay retention bonuses to certain employees and contractors, subject to certain eligibility and acceleration provisions including the condition of employment. The remaining $16.9 million of CRI retention bonuses payable on June 3, 2014 will be paid in cash or stock at the Company’s election. |
Equity_Incentive_Plans_and_Sto2
Equity Incentive Plans and Stock-Based Compensation (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2009 | Jun. 30, 2012 | Dec. 31, 2013 | Mar. 31, 2006 | |
denominator | ||||
numerator | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Tenure of award (in years) | ' | ' | '10 years | ' |
Numerator in conversion factor used to determine shares available for grant | ' | ' | 1.5 | ' |
Denominator in conversion factor used to determine shares available for grant | ' | ' | 1 | ' |
Increase in shares approved for issuance | 6,500,000 | 6,500,000 | ' | ' |
Number of shares reserved for issuance under the 2006 stock option plan | ' | ' | 21,400,000 | 8,400,000 |
Option One | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Requisite service period (in months) | ' | ' | '60 months | ' |
Option Two | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Requisite service period (in months) | ' | ' | '48 months | ' |
Equity_Incentive_Plans_and_Sto3
Equity Incentive Plans and Stock-Based Compensation (Details 2) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | Apr. 30, 2009 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 22, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Stock Option | Employee Stock Option | Employee Stock Option | Employee Stock Option | Stock Option Exchange Program | Stock Option Exchange Program | Stock-Based Incentive Compensation Plans | Stock-Based Incentive Compensation Plans | Stock-Based Incentive Compensation Plans | |||
Employee Stock Option | Employee Stock Option | ||||||||||
Shares available for grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares available, at the beginning of the year | ' | ' | ' | ' | ' | ' | ' | ' | 2,729,159 | 2,812,876 | 5,348,162 |
Increase in shares approved for issuance | 6,500,000 | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | 6,500,000 | ' |
Stock options granted (in shares) | ' | ' | ' | -2,084,276 | -7,789,220 | -2,357,001 | ' | -2,840,986 | -2,084,276 | -7,789,220 | -2,357,001 |
Stock options forfeited (in shares) | ' | ' | ' | 3,318,022 | 2,610,812 | 865,097 | ' | ' | 3,318,022 | 2,610,812 | 865,097 |
Stock options expired under former plans (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | -1,157,419 | -576,763 | -503,526 |
Nonvested equity stock and stock units granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | -709,611 | -1,113,014 | -562,257 |
Nonvested equity stock and stock units forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 431,553 | 284,468 | 22,401 |
Shares available, at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | 2,527,428 | 2,729,159 | 2,812,876 |
Conversion factor used to calculate the decrease in the number of shares available for grant resulting from the grant of restricted stock awards | ' | ' | ' | ' | ' | ' | ' | ' | 1.5 | ' | ' |
Conversion factor used to calculate the increase in the number of shares available for grant resulting from the forfeiture of restricted stock awards | ' | ' | ' | ' | ' | ' | ' | ' | 1.5 | ' | ' |
Minimum contractual term of options granted in stock option exchange program (in years) | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' |
Incremental compensation cost of new options granted | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' |
Unrecognized compensation cost of original options | ' | ' | ' | ' | ' | ' | $19.90 | ' | ' | ' | ' |
Options granted (in dollars per share) | ' | ' | ' | $6.09 | $5.81 | $18.83 | $5.63 | ' | ' | ' | ' |
Options surrendered in stock option exchange program | ' | ' | 6,449,255 | ' | ' | ' | ' | 6,449,255 | ' | ' | ' |
Expected weighted-average period for recognition of compensation cost (in years) | ' | ' | ' | '2 years 3 months 1 day | ' | ' | ' | '3 years | ' | ' | ' |
Equity_Incentive_Plans_and_Sto4
Equity Incentive Plans and Stock-Based Compensation (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 22, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 |
Employee Stock Option | Employee Stock Option | Employee Stock Option | Employee Stock Option | Stock Option Exchange Program | Stock Option Exchange Program | Stock Options with Market Condition | Stock Options with Market Condition | |
Employee Stock Option | Employee Stock Option | |||||||
Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, at the beginning of the period (in shares) | ' | 13,094,815 | 14,587,596 | 13,969,383 | ' | ' | ' | 1,315,000 |
Options granted (in shares) | ' | 2,084,276 | 7,789,220 | 2,357,001 | ' | 2,840,986 | 1,795,000 | ' |
Options exercised (in shares) | ' | -483,923 | -221,934 | -873,691 | ' | ' | ' | ' |
Stock options forfeited (in shares) | ' | -3,318,022 | -2,610,812 | -865,097 | ' | ' | ' | ' |
Options surrendered in stock option exchange program | -6,449,255 | ' | ' | ' | ' | -6,449,255 | ' | ' |
Outstanding, at the end of the period (in shares) | 13,094,815 | 11,377,146 | 13,094,815 | 14,587,596 | ' | ' | 1,535,000 | 1,315,000 |
Vested or expected to vest at the end of the period (in shares) | ' | 10,685,898 | ' | ' | ' | ' | ' | ' |
Options exercisable at the end of the period (in shares) | ' | 6,242,733 | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the year (in dollars per shares) | ' | $12.79 | $19.73 | $18.85 | ' | ' | ' | ' |
Options granted (in dollars per share) | ' | $6.09 | $5.81 | $18.83 | $5.63 | ' | ' | ' |
Options exercised (in dollars per share) | ' | $6.72 | $4.44 | $8.46 | ' | ' | ' | ' |
Options forfeited (in dollars per share) | ' | $14.51 | $10.91 | $14.53 | ' | ' | ' | ' |
Options surrendered in stock option exchange program ( in dollars per share) | ' | ' | $21.11 | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars per shares) | $12.79 | $11.32 | $12.79 | $19.73 | ' | ' | ' | ' |
Vested or expected to vest at the end of the period (in dollars per share) | ' | $11.64 | ' | ' | ' | ' | ' | ' |
Options exercisable at the end of the period (in dollars per share) | ' | $15.35 | ' | ' | ' | ' | ' | ' |
Weighted Average Remaining Contractual Term (in years) | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding (in years) | ' | '5 years 8 months 5 days | ' | ' | ' | ' | ' | ' |
Vested or expected to vest (in years) | ' | '5 years 6 months 4 days | ' | ' | ' | ' | ' | ' |
Options exercisable (in years) | ' | '3 years 8 months 5 days | ' | ' | ' | ' | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding | ' | $24,540 | ' | ' | ' | ' | ' | ' |
Vested or expected to vest | ' | 22,113 | ' | ' | ' | ' | ' | ' |
Options exercisable | ' | $6,779 | ' | ' | ' | ' | ' | ' |
Closing stock price (in dollars per share) | ' | $9.47 | ' | ' | ' | ' | ' | ' |
Total number of in-the-money outstanding (in shares) | ' | 7,167,696 | ' | ' | ' | ' | ' | ' |
Total number of in-the-money exercisable (in shares) | ' | 2,453,877 | ' | ' | ' | ' | ' | ' |
Equity_Incentive_Plans_and_Sto5
Equity Incentive Plans and Stock-Based Compensation (Details 4) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Exercise price range $4.13 to $5.39 | ' |
Exercise price range | ' |
Exercise price range, low end of range (in dollars per share) | $4.13 |
Exercise price range, high end of range (in dollars per share) | $5.39 |
Options Outstanding | ' |
Number Outstanding (in shares) | 1,087,176 |
Weighted Average Remaining Contractual Life (in years) | '8 years 7 months 2 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $4.45 |
Options Exercisable | ' |
Number Exercisable (in shares) | 93,470 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $4.80 |
Exercise price range $5.46 to $5.46 | ' |
Exercise price range | ' |
Exercise price range, low end of range (in dollars per share) | $5.46 |
Exercise price range, high end of range (in dollars per share) | $5.46 |
Options Outstanding | ' |
Number Outstanding (in shares) | 1,306,654 |
Weighted Average Remaining Contractual Life (in years) | '9 years 0 months 4 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $5.46 |
Options Exercisable | ' |
Number Exercisable (in shares) | 240,292 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $5.46 |
Exercise Price Range $5.49 to $5.49 | ' |
Exercise price range | ' |
Exercise price range, low end of range (in dollars per share) | $5.49 |
Exercise price range, high end of range (in dollars per share) | $5.49 |
Options Outstanding | ' |
Number Outstanding (in shares) | 36,918 |
Weighted Average Remaining Contractual Life (in years) | '9 years 1 month 21 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $5.49 |
Options Exercisable | ' |
Number Exercisable (in shares) | 5,734 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $5.49 |
Exercise Price Range $5.63 to $5.63 | ' |
Exercise price range | ' |
Exercise price range, low end of range (in dollars per share) | $5.63 |
Exercise price range, high end of range (in dollars per share) | $5.63 |
Options Outstanding | ' |
Number Outstanding (in shares) | 1,511,307 |
Weighted Average Remaining Contractual Life (in years) | '5 years 3 months 22 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $5.63 |
Options Exercisable | ' |
Number Exercisable (in shares) | 724,285 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $5.63 |
Exercise Price Range $5.76 to $5.76 | ' |
Exercise price range | ' |
Exercise price range, low end of range (in dollars per share) | $5.76 |
Exercise price range, high end of range (in dollars per share) | $5.76 |
Options Outstanding | ' |
Number Outstanding (in shares) | 1,246,839 |
Weighted Average Remaining Contractual Life (in years) | '8 years 6 months 0 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $5.76 |
Options Exercisable | ' |
Number Exercisable (in shares) | 219,246 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $5.76 |
Exercise Price Range $6.39 to $7.79 | ' |
Exercise price range | ' |
Exercise price range, low end of range (in dollars per share) | $6.39 |
Exercise price range, high end of range (in dollars per share) | $7.79 |
Options Outstanding | ' |
Number Outstanding (in shares) | 1,138,049 |
Weighted Average Remaining Contractual Life (in years) | '7 years 4 months 2 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $7.27 |
Options Exercisable | ' |
Number Exercisable (in shares) | 531,824 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $7.27 |
Exercise Price Range $8.11 to $13.30 | ' |
Exercise price range | ' |
Exercise price range, low end of range (in dollars per share) | $8.11 |
Exercise price range, high end of range (in dollars per share) | $13.30 |
Options Outstanding | ' |
Number Outstanding (in shares) | 1,177,647 |
Weighted Average Remaining Contractual Life (in years) | '5 years 8 months 27 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $9.21 |
Options Exercisable | ' |
Number Exercisable (in shares) | 784,077 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $9.15 |
Exercise Price Range $13.31 to $18.69 | ' |
Exercise price range | ' |
Exercise price range, low end of range (in dollars per share) | $13.31 |
Exercise price range, high end of range (in dollars per share) | $18.69 |
Options Outstanding | ' |
Number Outstanding (in shares) | 1,250,463 |
Weighted Average Remaining Contractual Life (in years) | '2 years 9 months 30 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $16.92 |
Options Exercisable | ' |
Number Exercisable (in shares) | 1,138,570 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $17.15 |
Exercise Price Range $19.13 to $21.51 | ' |
Exercise price range | ' |
Exercise price range, low end of range (in dollars per share) | $19.13 |
Exercise price range, high end of range (in dollars per share) | $21.51 |
Options Outstanding | ' |
Number Outstanding (in shares) | 1,318,182 |
Weighted Average Remaining Contractual Life (in years) | '2 years 6 months 15 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $20.15 |
Options Exercisable | ' |
Number Exercisable (in shares) | 1,237,247 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $20.10 |
Exercise Price Range $21.95 to $40.80 | ' |
Exercise price range | ' |
Exercise price range, low end of range (in dollars per share) | $21.95 |
Exercise price range, high end of range (in dollars per share) | $40.80 |
Options Outstanding | ' |
Number Outstanding (in shares) | 1,303,911 |
Weighted Average Remaining Contractual Life (in years) | '1 year 11 months 27 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $26.12 |
Options Exercisable | ' |
Number Exercisable (in shares) | 1,267,988 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $26.21 |
Exercise Price Range $4.13 to $40.80 | ' |
Exercise price range | ' |
Exercise price range, low end of range (in dollars per share) | $4.13 |
Exercise price range, high end of range (in dollars per share) | $40.80 |
Options Outstanding | ' |
Number Outstanding (in shares) | 11,377,146 |
Weighted Average Remaining Contractual Life (in years) | '5 years 8 months 12 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $11.32 |
Options Exercisable | ' |
Number Exercisable (in shares) | 6,242,733 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $15.35 |
Equity_Incentive_Plans_and_Sto6
Equity Incentive Plans and Stock-Based Compensation (Details 5) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||
Apr. 30, 2009 | Jun. 30, 2012 | Dec. 31, 2013 | Mar. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 27, 2013 | Apr. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | |
Stock Compensation Plan | Stock Compensation Plan | Stock Compensation Plan | Employee Stock Purchase Plans | Employee Stock Purchase Plans | Employee Stock Purchase Plans | Employee Stock Purchase Plans | Employee Stock Purchase Plans | Employee Stock Purchase Plans | Stock Option Plans | Stock Option Plans | Stock Option Plans | Shares including nonvested equity stock and stock units | Shares including nonvested equity stock and stock units | Shares including nonvested equity stock and stock units | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | Option One | Option Two | |||||
plan | plan | plan | Stock Option Plans | Stock Option Plans | Stock Option Plans | Stock Option Plans | Stock Option Plans | Stock Option Plans | |||||||||||||||||||
Stock-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Required service period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 months | '48 months |
Number of employee stock purchase plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum number of hours of weekly employment in order to qualify for eligibility in the plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 hours | '20 hours | '20 hours | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares reserved under the 2006 Purchase Plan | ' | ' | 21,400,000 | 8,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in shares approved for issuance | 6,500,000 | 6,500,000 | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Stock Purchase Plan, Number Of Additional SharesToBe Authorized | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum number of months of employment in a fiscal year in order to qualify for eligibility in the plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 months | '5 months | '5 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Offering period (in months) | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | '6 months | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of the price at the beginning of the offering period or price at the end of each offering period to derive purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | 85.00% | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum share value per employee in any calendar year | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | $25,000 | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued under employee stock purchase plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,063,283 | 731,449 | 271,804 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average price per share of shares issued (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.87 | $4.21 | $15.62 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares available for issuance | ' | ' | ' | ' | 2,527,428 | ' | ' | ' | ' | 19,232 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,084,276 | 7,789,220 | 2,357,001 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated total grant date fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,400,000 | 32,700,000 | 24,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | 2,200,000 | 1,700,000 | ' | 10,400,000 | 15,000,000 | 19,600,000 | 3,100,000 | 5,300,000 | 6,700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost net of expected forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,900,000 | ' | ' | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected weighted-average period for recognition of compensation cost (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 months | ' | ' | ' | '2 years 3 months 1 day | ' | ' | '2 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total fair value of options vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,300,000 | 80,000,000 | 144,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of options exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | 200,000 | 6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total proceeds received and receivable from employee stock option exercises | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | 1,000,000 | 7,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total fair value of nonvested equity stock units at grant date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,300,000 | $4,800,000 | $6,700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Valuation assumptions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend yield (as a percent) | ' | ' | ' | ' | 0.00% | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected stock price volatility rate minimum (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44.00% | 56.00% | 56.00% | ' | 45.00% | 57.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected stock price volatility rate maximum (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48.00% | 63.00% | 78.00% | ' | 47.00% | 68.00% | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.10% | 0.20% | 0.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate minimum (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.80% | 0.60% | 1.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate maximum (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | 0.90% | 2.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | '0 years 6 months | '0 years 6 months | '0 years 6 months | ' | ' | ' | ' | ' | ' | ' | '5 years 4 months 25 days | '5 years 6 months | '6 years | '5 years 6 months | '5 years 8 months 12 days | '6 years 1 month 6 days | ' | ' |
Weighted average grant date fair value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.60 | $3.57 | $10.27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average fair value of purchase rights granted under the purchase plan (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.96 | $1.58 | $6.16 | ' | ' | ' | ' | $6.92 | $6.43 | $17.86 | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested equity stock and stock units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 922,491 | 763,510 | 718,007 | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 473,074 | 742,009 | 374,838 | ' | ' | ' | ' | ' | ' | ' | ' |
Vested (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -478,214 | -393,383 | -314,401 | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -287,702 | -189,645 | -14,934 | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 629,649 | 922,491 | 763,510 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-Average Grant-Date Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested at the beginning of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10.24 | $18.02 | $18.23 | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.96 | $1.58 | $6.16 | ' | ' | ' | ' | $6.92 | $6.43 | $17.86 | ' | ' | ' | ' | ' | ' | ' | ' |
Vested (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.81 | $17.38 | $18.15 | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.18 | $11.77 | $21.76 | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8.56 | $10.24 | $18.02 | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equitydetails
Stockholders' Equity(details) (CRI) | 1 Months Ended |
Jun. 30, 2011 | |
CRI | ' |
Business Acquisition | ' |
Purchase price paid (in shares) | 6,400,000 |
Number of shares used to satisfy tax withholding obligations | 161,000 |
Stockholders_Equity_details_2
Stockholders' Equity (details 2) (USD $) | 1 Months Ended | 12 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2010 | Aug. 31, 2010 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2011 | Feb. 25, 2010 |
Share repurchase program | ' | ' | ' | ' | ' | ' |
Number of shares authorized to be repurchased under 2001 plan | ' | ' | ' | 19,000,000 | ' | ' |
Additional number of shares authorized to be repurchased | ' | ' | ' | ' | ' | 12,500,000 |
Value of common stock to be repurchased from JP Morgan | ' | $90 | ' | ' | ' | ' |
Prepayment to JP Morgan under Share repurchase agreement | ' | ' | 90 | ' | ' | ' |
Number of shares delivered by JP Morgan | 4,800,000 | ' | ' | ' | ' | ' |
Average price of shares delivered by JP Morgan (in dollars per share) | ' | ' | ' | ' | $18.88 | ' |
Cumulative shares that have been repurchased in stock repurchase program | ' | ' | ' | 26,300,000 | ' | ' |
Cumulative value of shares that have been repurchased in stock repurchase program | ' | ' | ' | $428.90 | ' | ' |
Remaining shares authorized to be repurchased | ' | ' | ' | 5,200,000 | ' | ' |
Benefit_Plans_Details
Benefit Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Compensation and Retirement Disclosure [Abstract] | ' | ' | ' |
Employee contribution limit per calendar year to 401 (k) Plan (as a percent of compensation) | 60.00% | ' | ' |
Employer match of employee contributions of first 6% of eligible compensation (as a percent) | 50.00% | ' | ' |
Percentage of eligible compensation, matched 50% by employer | 6.00% | ' | ' |
Company's contribution to benefit plan | $1.80 | $2.10 | $1.60 |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | $2,200,000 | $1,100,000 | $2,200,000 | $700,000 | $6,600,000 | $5,546,000 | $7,301,000 | $0 |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | 2,200,000 | 1,100,000 | 2,200,000 | 700,000 | 6,600,000 | 5,546,000 | 7,301,000 | 0 |
Facility Closing [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 2,000,000 | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 2,000,000 | ' | ' |
2012 Plan | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring and Related Cost, Cost Incurred to Date | ' | ' | ' | ' | ' | 9,400,000 | ' | ' |
Company estimate of the aggregate restructuring cost | ' | ' | ' | ' | ' | 10,000,000 | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 2,096,000 | 7,301,000 | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at December 31, 2011 | ' | ' | 906,000 | ' | ' | 906,000 | 0 | ' |
Restructuring charges | ' | ' | ' | ' | ' | 2,096,000 | 7,301,000 | ' |
Payments for Restructuring | ' | ' | ' | ' | ' | -2,265,000 | -6,395,000 | ' |
Non-cash settlements | ' | ' | ' | ' | ' | -653,000 | ' | ' |
Balance at December 31, 2012 | 84,000 | ' | ' | 906,000 | ' | 84,000 | 906,000 | ' |
2012 Plan | Facility Closing [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 1,960,000 | 0 | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at December 31, 2011 | ' | ' | 0 | ' | ' | 0 | 0 | ' |
Restructuring charges | ' | ' | ' | ' | ' | 1,960,000 | 0 | ' |
Payments for Restructuring | ' | ' | ' | ' | ' | -1,307,000 | 0 | ' |
Non-cash settlements | ' | ' | ' | ' | ' | -653,000 | ' | ' |
Balance at December 31, 2012 | 0 | ' | ' | 0 | ' | 0 | 0 | ' |
2012 Plan | Employee Severance [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 136,000 | 7,301,000 | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at December 31, 2011 | ' | ' | 906,000 | ' | ' | 906,000 | 0 | ' |
Restructuring charges | ' | ' | ' | ' | ' | 136,000 | 7,301,000 | ' |
Payments for Restructuring | ' | ' | ' | ' | ' | -958,000 | -6,395,000 | ' |
Non-cash settlements | ' | ' | ' | ' | ' | 0 | ' | ' |
Balance at December 31, 2012 | 84,000 | ' | ' | 906,000 | ' | 84,000 | 906,000 | ' |
2012 Plan | CTO | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | ' | 3,400,000 | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | ' | 3,400,000 | ' |
2012 Plan | MID | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | 700,000 | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | 700,000 | ' | ' | ' | ' |
2012 Plan | All Other | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | ' | 100,000 | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | ' | 100,000 | ' |
2012 Plan | Corporate | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | ' | 3,100,000 | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | ' | 3,100,000 | ' |
2013 Plan | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 3,450,000 | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at December 31, 2011 | ' | ' | 0 | ' | ' | 0 | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 3,450,000 | ' | ' |
Payments for Restructuring | ' | ' | ' | ' | ' | -1,585,000 | ' | ' |
Non-cash settlements | ' | ' | ' | ' | ' | 0 | ' | ' |
Balance at December 31, 2012 | 1,865,000 | ' | ' | ' | ' | 1,865,000 | ' | ' |
2013 Plan | Facility Closing [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 195,000 | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at December 31, 2011 | ' | ' | 0 | ' | ' | 0 | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 195,000 | ' | ' |
Payments for Restructuring | ' | ' | ' | ' | ' | -62,000 | ' | ' |
Non-cash settlements | ' | ' | ' | ' | ' | 0 | ' | ' |
Balance at December 31, 2012 | 133,000 | ' | ' | ' | ' | 133,000 | ' | ' |
2013 Plan | Employee Severance [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 3,255,000 | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at December 31, 2011 | ' | ' | 0 | ' | ' | 0 | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 3,255,000 | ' | ' |
Payments for Restructuring | ' | ' | ' | ' | ' | -1,523,000 | ' | ' |
Non-cash settlements | ' | ' | ' | ' | ' | 0 | ' | ' |
Balance at December 31, 2012 | 1,732,000 | ' | ' | ' | ' | 1,732,000 | ' | ' |
2013 Plan | CTO | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 2,400,000 | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 2,400,000 | ' | ' |
2013 Plan | MID | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 100,000 | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 100,000 | ' | ' |
2013 Plan | All Other | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 900,000 | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' | ' | 900,000 | ' | ' |
2013 Plan | Minimum | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Company estimate of the aggregate restructuring cost | ' | ' | ' | ' | ' | 3,000,000 | ' | ' |
2013 Plan | Maximum | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Company estimate of the aggregate restructuring cost | ' | ' | ' | ' | ' | $4,000,000 | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income before taxes | ' | ' | ' |
Domestic | ($12,535) | ($61,036) | ($3,586) |
Foreign | 518 | -56,849 | -22,215 |
Loss before income taxes | -12,017 | -117,885 | -25,801 |
Federal: | ' | ' | ' |
Current | 19,319 | 15,048 | 16,595 |
Deferred | 2,200 | 587 | -255 |
State: | ' | ' | ' |
Current | 47 | -2,868 | 17 |
Deferred | -501 | 2,934 | 0 |
Foreign: | ' | ' | ' |
Current | 446 | 543 | 886 |
Deferred | 220 | 207 | 9 |
Provision for (benefit from) income taxes | 21,731 | 16,451 | 17,252 |
Effective income tax rate reconciliation | ' | ' | ' |
Expense (benefit) at U.S. federal statutory rate (as a percent) | -35.00% | -35.00% | -35.00% |
Expense (benefit) at state statutory rate (as a percent) | -3.30% | 0.10% | -0.10% |
Withholding tax (as a percent) | 160.40% | 13.30% | 64.20% |
Foreign rate differential (as a percent) | 4.10% | 17.40% | 33.00% |
Research and development ("R&D") credit (as a percent) | -36.70% | 0.00% | -1.00% |
Executive compensation (as a percent) | 0.80% | 0.30% | 2.00% |
Non-deductible stock-based compensation (as a percent) | 2.50% | 0.70% | 2.80% |
Foreign tax credit (as a percent) | -163.30% | -13.30% | -197.70% |
Capitalized merger and acquisition costs (as a percent) | 0.00% | 0.30% | 5.90% |
Other (as a percent) | -1.00% | -2.20% | 0.50% |
Valuation allowance (as a percent) | 252.30% | 32.40% | 192.30% |
Effective tax rate (as a percent) | 180.80% | 14.00% | 66.90% |
Components of net deferred tax assets | ' | ' | ' |
Depreciation and amortization | 28,093 | 20,230 | ' |
Other liabilities and reserves | 18,578 | 19,624 | ' |
Deferred equity compensation | 33,837 | 42,546 | ' |
Net operating loss carryovers | 27,416 | 38,133 | ' |
Tax credits | 100,052 | 76,826 | ' |
Total gross deferred tax assets | 207,976 | 197,359 | ' |
Convertible debt | -12,664 | -8,019 | ' |
Total net deferred tax assets | 195,312 | 189,340 | ' |
Valuation allowance | -192,823 | -184,817 | ' |
Net deferred tax assets | 2,489 | 4,523 | ' |
Net deferred tax assets reported as: | ' | ' | ' |
Current deferred tax assets | 205 | 788 | ' |
Deferred Tax Liabilities, Net | -791 | ' | ' |
Non-current deferred tax assets | 4,797 | 4,458 | ' |
Non-current deferred tax liabilities | -1,722 | -723 | ' |
Net deferred tax assets | $2,489 | $4,523 | ' |
Income_Taxes_Details_2
Income Taxes (Details 2) (Tax Valuation Allowance, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Tax Valuation Allowance | ' | ' | ' |
Changes in Valuation and Qualifying Accounts | ' | ' | ' |
Balance at Beginning of Period | $184,817 | $130,548 | $66,395 |
Charged (Credited) to Operations | 0 | 0 | 0 |
Charged to Other Account | 8,006 | 54,269 | 64,153 |
Charges Utilized | 0 | 0 | 0 |
Balance at End of Period | $192,823 | $184,817 | $130,548 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Operating loss carryforwards | ' | ' | ' |
Unrecognized tax benefits, reduction of long-term deferred tax assets, before federal tax benefit | $12,600,000 | $10,600,000 | ' |
Unrecognized tax benefits included in long-term income taxes payable | 6,200,000 | 6,200,000 | ' |
Portion of unrecognized tax benefits, which if recognized, would be recorded as an income tax benefit | 1,600,000 | 2,000,000 | ' |
Amount of potential unrecognized tax benefit | 2,000,000 | ' | ' |
Reconciliation of the beginning and ending amounts of unrecognized income tax benefits | ' | ' | ' |
Balance at the beginning of the period | 16,773,000 | 16,610,000 | 11,816,000 |
Tax positions related to current year: | ' | ' | ' |
Additions | 1,156,000 | 589,000 | 608,000 |
Tax positions related to prior years: | ' | ' | ' |
Additions | 956,000 | 1,521,000 | 4,911,000 |
Reductions | -91,000 | -1,947,000 | -725,000 |
Balance at the end of the period | 18,794,000 | 16,773,000 | 16,610,000 |
Undistributed earnings | 7,400,000 | ' | ' |
Alternative Minimum Tax Credits | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Tax credit carryforwards | 2,500,000 | ' | ' |
Foreign Tax Credit | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Tax credit carryforwards | 102,000,000 | ' | ' |
Federal | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Operating loss carryforwards | 46,200,000 | ' | ' |
Tax credit carryforwards subject to expiration | 55,000,000 | ' | ' |
Income tax holiday, aggregate dollar amount | 4,700,000 | ' | ' |
Federal | Research and Development as label | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Tax credit carryforwards | 30,700,000 | ' | ' |
Federal | Excess Tax Benefits From Stock Option Tax Deductions | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Operating loss carryforwards | 1,500,000 | ' | ' |
Tax credit carryforwards | 35,600,000 | ' | ' |
State | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Operating loss carryforwards | 302,200,000 | ' | ' |
State | Research and Development as label | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Tax credit carryforwards | 14,900,000 | ' | ' |
State | Excess Tax Benefits From Stock Option Tax Deductions | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Operating loss carryforwards | $97,300,000 | ' | ' |
Litigation_and_Asserted_Claims1
Litigation and Asserted Claims (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Mar. 31, 2013 | Jan. 31, 2006 | Dec. 31, 2013 | Sep. 30, 2012 | 5-May-04 | Jun. 30, 2013 | Dec. 31, 2013 | Aug. 31, 2000 | Jan. 31, 2013 |
Hynix Litigation - U.S. District Court of the Northern District of California | Hynix Litigation - U.S. District Court of the Northern District of California | Micron Litigation - U.S. District Court of the Northern District of California | Micron Litigation - European Patent Infringement Cases | Broadcom, Freescale, LSI, MediaTek, and STMicroelectronics Litigation | Superior Court of California for the County of San Francisco | Hynix Litigation - Superior Court of California for County of San Francisco | Micron Litigation - Superior Court of California for County of San Francisco | Micron Litigation - U.S. District Court in Delaware: Case No. 00-792-SLR | Subsequent Event | |||
Patent | Item | Item | Patent | Micron Litigation - U.S. District Court in Delaware: Case No. 00-792-SLR | ||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued litigation expenses | $498,000 | $9,822,000 | ' | $8,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Reversal of Accrued Litigation Expense | ' | ' | $8,100,000 | ' | ' | ' | ' | ' | $400,000 | $500,000 | ' | ' |
Number of patent claims invalid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8 | ' |
Number of patent claims infringed or in suit | ' | ' | ' | ' | 14 | ' | ' | ' | ' | ' | 12 | ' |
Number of days for directing judgement by the court | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days |
Number of appeals | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
Number of Samsung-related entities added as defendants | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' |
Number of Respondents | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Agreement_with_SK_hynix_Detail
Agreement with SK hynix (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | 31-May-13 | Dec. 31, 2013 | Jun. 11, 2013 | Dec. 31, 2013 | Dec. 09, 2013 |
SK hynix | SK hynix | SK hynix | Micron | Micron | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' |
Term of patent license agreement | ' | ' | '5 years | ' | '7 years |
Initial renewal term | ' | ' | ' | '3 years | ' |
Renewal term | ' | ' | ' | '5 years | ' |
Amount to be paid, as a percentage | ' | ' | ' | 0.60% | ' |
Amount to be paid quarterly | ' | $12 | $12 | $10 | $10 |
Maximum amount to be paid annually | ' | ' | ' | ' | 40 |
Future Receivables | ' | 216 | ' | 274.5 | ' |
Credit against settlement award | $250 | ' | ' | ' | ' |
Agreement_with_SK_hynix_Detail1
Agreement with SK hynix (Details 2) (Details) (USD $) | Jun. 11, 2013 | Dec. 09, 2013 |
In Millions, unless otherwise specified | SK hynix | Micron |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Antitrust litigation settlement | $4 | $8 |
Settlement of past infringement | 280 | 235 |
License Agreement | 250 | 440 |
Total fair value | $534 | $683 |
Agreement_with_SK_hynix_Detail2
Agreement with SK hynix (Details 3) (Details) (USD $) | Dec. 31, 2013 | Jun. 11, 2013 | Dec. 31, 2013 | Dec. 09, 2013 |
In Millions, unless otherwise specified | SK hynix | SK hynix | Micron | Micron |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Antitrust litigation settlement | ' | $1.90 | ' | $3.30 |
Settlement of past infringement | ' | 125.8 | ' | 96.3 |
License agreement | ' | 112.3 | ' | 180.4 |
Total consideration | $240 | $240 | $280 | $280 |
Agreement_with_SK_hynix_Detail3
Agreement with SK hynix (Details 4) (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Jun. 11, 2013 | Dec. 31, 2013 | Jun. 11, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 09, 2013 | Dec. 31, 2013 | Dec. 09, 2013 | Dec. 31, 2013 |
SK hynix | SK hynix | SK hynix | SK hynix | SK hynix | Micron | Micron | Micron | Micron | Micron | |
Royalty revenue | Royalty revenue | Gain from settlement | Royalty revenue | Royalty revenue | Gain from settlement | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Received to date in 2013 | $24 | ' | $23.60 | ' | $0.40 | $5.50 | ' | $5.30 | ' | $0.20 |
Estimated to Be Received in 2014 | 48 | ' | 47.3 | ' | 0.7 | 40 | ' | 38.7 | ' | 1.3 |
Estimated to Be Received in 2015 | 48 | ' | 47.3 | ' | 0.7 | 40 | ' | 38.7 | ' | 1.3 |
Estimated to Be Received in 2016 | 48 | ' | 47.9 | ' | 0.1 | 40 | ' | 39.5 | ' | 0.5 |
Estimated to Be Received in 2017 | 48 | ' | 48 | ' | 0 | 40 | ' | 40 | ' | 0 |
Estimated to Be Received in 2018 | 24 | ' | 24 | ' | 0 | 114.5 | ' | 114.5 | ' | 0 |
Total Estimated Cash receipts | $240 | $240 | $238.10 | $238.10 | $1.90 | $280 | $280 | $276.70 | $276.70 | $3.30 |
CONSOLIDATED_SUPPLEMENTARY_FIN2
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | $73,422 | $73,294 | $57,919 | $66,866 | $57,443 | $57,530 | $56,215 | $62,863 | $271,501 | $234,051 | $312,363 |
Operating costs and expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total operating costs and expenses | 67,208 | 64,229 | 52,175 | 65,425 | 61,470 | 104,630 | 77,964 | 80,421 | 249,037 | 324,485 | 313,899 |
Operating income (loss) | 6,214 | 9,065 | 5,744 | 1,441 | -4,027 | -47,100 | -21,749 | -17,558 | 22,464 | -90,434 | -1,536 |
Net loss | ($9,777) | ($5,725) | ($7,844) | ($10,402) | ($16,132) | ($58,098) | ($32,216) | ($27,890) | ($33,748) | ($134,336) | ($43,053) |
Net loss per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) per share - basic (in dollars per share) | ($0.09) | ($0.05) | ($0.07) | ($0.09) | ($0.14) | ($0.52) | ($0.29) | ($0.25) | ($0.30) | ($1.21) | ($0.39) |
Net income (loss) per share - diluted (in dollars per share) | ($0.09) | ($0.05) | ($0.07) | ($0.09) | ($0.14) | ($0.52) | ($0.29) | ($0.25) | ($0.30) | ($1.21) | ($0.39) |
Shares used in per share calculations: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in shares) | 113,217 | 112,640 | 112,183 | 111,599 | 111,332 | 110,826 | 110,553 | 110,358 | 112,415 | 110,769 | 110,041 |
Diluted (in shares) | 113,217 | 112,640 | 112,183 | 111,599 | 111,332 | 110,826 | 110,553 | 110,358 | 112,415 | 110,769 | 110,041 |
CONSOLIDATED_SUPPLEMENTARY_FIN3
CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Data [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of goodwill and long-lived assets | $9,700 | $8,100 | ' | ' | $35,500 | $17,751 | $35,471 | $0 |
Restructuring charges | $2,200 | $1,100 | $2,200 | $700 | $6,600 | $5,546 | $7,301 | $0 |