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1. Description of Business and Summary of Significant Accounting Policies:
Description of Business:
Polycom is a leading global provider of high-quality, easy-to-use communications solutions that enable enterprise, government, education and healthcare customers to more effectively collaborate over distance, time zones and organizational boundaries. Our solutions are built on architectures that enable unified video, voice and content communications.
Principles of Accounting and Consolidation:
These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.
Certain prior year service costs have been reclassified among our segments to conform to the current year presentation in order to more appropriately align those costs with the associated revenues. See Note 17.
Revisions of Prior Period Financial Statements
During the quarter ended December 31, 2013, the Company discovered an error that impacted the Company’s previously issued interim and annual consolidated statements of cash flows. The error was related to the net amortization of discounts and premiums on investments not being properly reported, which resulted in understatements of cash flows provided by operating activities and cash used in investing activities in the first three quarters of 2013 and full fiscal years 2012 and 2011.
Additionally, during the quarter ended June 30, 2013, the Company discovered an error that impacted the Company’s previously issued interim and annual consolidated financial statements for the fiscal years ended December 31, 2010 through 2012 and the quarter ended March 31, 2013. The error was related to certain royalty related expenses not being properly allocated between the Company’s U.S. entity and its international subsidiary, which led to an understated income tax provision in fiscal years 2010 through 2012.
In evaluating whether the Company’s previously issued consolidated financial statements were materially misstated, the Company considered the guidance in ASC Topic 250, Accounting Changes and Error Corrections, ASC Topic 250-10-S99-1, Assessing Materiality, and ASC Topic 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. The Company concluded that these errors were not material to any of the prior reporting periods, and therefore, amendments of previously filed reports are not required. However, if the entire correction was recorded in 2013, the cumulative amount of the income tax provision error would be material in 2013 and, for both the income tax provision error and consolidated statements of cash flows correction, would impact comparisons to prior periods. As such, the revisions for these corrections are reflected in the financial information of the applicable prior periods and will be reflected in future filings containing such financial information.
The following tables set forth a summary of the revisions to the Consolidated Financial Statements for the periods indicated:
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December 31, 2012 |
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December 31, 2011 |
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||||||||||||||||||
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As Previously Reported |
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Adjustment |
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As Revised |
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As Previously Reported |
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|
Adjustment |
|
|
As Revised |
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||||||
Consolidated Balance Sheets and Statements of Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets |
$ |
55,454 |
|
|
$ |
(2,915 |
) |
|
$ |
52,539 |
|
|
$ |
51,241 |
|
|
$ |
(1,504 |
) |
|
$ |
49,737 |
|
Total current assets |
$ |
1,073,253 |
|
|
$ |
(2,915 |
) |
|
$ |
1,070,338 |
|
|
$ |
994,408 |
|
|
$ |
(1,504 |
) |
|
$ |
992,904 |
|
Total assets |
$ |
1,915,351 |
|
|
$ |
(2,915 |
) |
|
$ |
1,912,436 |
|
|
$ |
1,844,805 |
|
|
$ |
(1,504 |
) |
|
$ |
1,843,301 |
|
Retained earnings |
$ |
100,019 |
|
|
$ |
(2,915 |
) |
|
$ |
97,104 |
|
|
$ |
118,265 |
|
|
$ |
(1,504 |
) |
|
$ |
116,761 |
|
Total stockholders’ equity |
$ |
1,430,689 |
|
|
$ |
(2,915 |
) |
|
$ |
1,427,774 |
|
|
$ |
1,370,116 |
|
|
$ |
(1,504 |
) |
|
$ |
1,368,612 |
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Total liabilities and stockholders’ equity |
$ |
1,915,351 |
|
|
$ |
(2,915 |
) |
|
$ |
1,912,436 |
|
|
$ |
1,844,805 |
|
|
$ |
(1,504 |
) |
|
$ |
1,843,301 |
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Year Ended December 31, 2012 |
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Year Ended December 31, 2011 |
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||||||||||||||||||
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As Previously Reported |
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Adjustment |
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As Revised |
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As Previously Reported |
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|
Adjustment |
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|
As Revised |
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Consolidated Statements of Operations |
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|
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|
|
|
|
|
|
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Provision for income taxes for continuing operations |
$ |
38,056 |
|
|
$ |
1,411 |
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|
$ |
39,467 |
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|
$ |
5,246 |
|
|
$ |
978 |
|
|
$ |
6,224 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income (loss) from continuing operations |
$ |
(35,558 |
) |
|
$ |
(1,411 |
) |
|
$ |
(36,969 |
) |
|
$ |
125,908 |
|
|
$ |
(978 |
) |
|
$ |
124,930 |
|
Net income |
$ |
9,755 |
|
|
$ |
(1,411 |
) |
|
$ |
8,344 |
|
|
$ |
135,814 |
|
|
$ |
(978 |
) |
|
$ |
134,836 |
|
Basic Net Income (loss) Per Share: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income (loss) per share from continuing operations |
$ |
(0.20 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.21 |
) |
|
$ |
0.71 |
|
|
$ |
(0.00 |
) |
|
$ |
0.71 |
|
Basic net income per share |
$ |
0.06 |
|
|
$ |
(0.01 |
) |
|
$ |
0.05 |
|
|
$ |
0.77 |
|
|
$ |
(0.01 |
) |
|
$ |
0.76 |
|
Diluted net income (loss) per share: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income (loss) per share from continuing operations |
$ |
(0.20 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.21 |
) |
|
$ |
0.69 |
|
|
$ |
(0.00 |
) |
|
$ |
0.69 |
|
Diluted net income per share |
$ |
0.06 |
|
|
$ |
(0.01 |
) |
|
$ |
0.05 |
|
|
$ |
0.75 |
|
|
$ |
(0.01 |
) |
|
$ |
0.74 |
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|
|
|
|
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|
|
|
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|
|
|
|
|
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|
|
|
|
|
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Consolidated Statements of Comprehensive Income |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
9,755 |
|
|
$ |
(1,411 |
) |
|
$ |
8,344 |
|
|
$ |
135,814 |
|
|
$ |
(978 |
) |
|
$ |
134,836 |
|
Comprehensive income |
$ |
8,341 |
|
|
$ |
(1,411 |
) |
|
$ |
6,930 |
|
|
$ |
140,312 |
|
|
$ |
(978 |
) |
|
$ |
139,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Consolidated Statements of Cash Flows |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
9,755 |
|
|
$ |
(1,411 |
) |
|
$ |
8,344 |
|
|
$ |
135,814 |
|
|
$ |
(978 |
) |
|
$ |
134,836 |
|
Changes in prepaid expenses and other current assets |
$ |
(8,835 |
) |
|
$ |
1,411 |
|
|
$ |
(7,424 |
) |
|
$ |
(3,190 |
) |
|
$ |
978 |
|
|
$ |
(2,212 |
) |
Amortization of discounts and premiums on investments, net |
$ |
— |
|
|
$ |
2,381 |
|
|
$ |
2,381 |
|
|
$ |
— |
|
|
$ |
2,695 |
|
|
$ |
2,695 |
|
Net cash provided by operating activities |
$ |
186,980 |
|
|
$ |
2,381 |
|
|
$ |
189,361 |
|
|
$ |
299,645 |
|
|
$ |
2,695 |
|
|
$ |
302,340 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments |
$ |
(312,631 |
) |
|
$ |
(2,381 |
) |
|
$ |
(315,012 |
) |
|
$ |
(372,567 |
) |
|
$ |
(2,695 |
) |
|
$ |
(375,262 |
) |
Net cash used in investing activities |
$ |
(52,576 |
) |
|
$ |
(2,381 |
) |
|
$ |
(54,957 |
) |
|
$ |
(237,683 |
) |
|
$ |
(2,695 |
) |
|
$ |
(240,378 |
) |
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents:
The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
Allowance for Doubtful Accounts:
The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company reviews its allowance for doubtful accounts quarterly by assessing individual accounts receivable over a specific aging and amount, and all other balances on a pooled basis based on historical collection experience. If the financial conditions of the Company’s customers were to deteriorate, adversely affecting their abilities to make payments, additional allowances would be required. Delinquent account balances are written off after management has determined that the likelihood of collection is remote.
Investments:
The Company’s short-term and long-term investments as of December 31, 2013 are comprised of U.S. and non-U.S. government securities, U.S. agency securities and corporate debt securities. Investments are classified as short-term or long-term based on their remaining maturities. All investments are held in the Company’s name at a limited number of major financial institutions. At December 31, 2013 and 2012, all of the Company’s investments were classified as available-for-sale and were carried at fair value based on quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency at the end of the reporting period. Unrealized gains and losses are recorded as a separate component of accumulated other comprehensive income in the Consolidated Statements of Stockholders’ Equity. If these investments are sold at a loss or are considered to have other than temporarily declined in value, a charge against earnings is recorded. The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses reflected in interest and other income (expense), net.
For strategic reasons, the Company has made various investments in private companies. The private company investments are carried at cost and written down to estimated market value when indications exist that these investments have other than temporarily declined in value. The Company reviews these investments for impairment when events or changes in circumstances indicate that impairment may exist and makes appropriate reductions in carrying value, if necessary. The Company evaluates a number of factors, including price per share of any recent financing, expected timing of additional financing, liquidation preferences, historical and forecasted earnings and cash flows, cash burn rate, and technological feasibility of the investee company’s products to assess whether or not the investment is potentially impaired.
Inventories:
Inventories are valued at the lower of cost or market with cost computed on a first-in, first-out (FIFO) basis. Consideration is given to obsolescence, excessive levels, deterioration and other factors in evaluating net realizable value. The Company records write-downs for excess and obsolete inventory equal to the difference between the carrying value of inventory and the estimated future selling price based upon assumptions about future product life-cycles, product demand and market conditions. At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Property and Equipment:
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are one to thirteen years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the related assets, typically three to thirteen years. Disposals of capital equipment are recorded by removing the costs and accumulated depreciation from the accounts and gains or losses on disposals are included in the results of operations.
Goodwill:
Goodwill is not amortized but is regularly reviewed for potential impairment. In September 2011, the FASB issued authoritative guidance on goodwill impairment testing which provides entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The Company elected to early adopt this guidance in 2011, and such adoption did not have an impact to the Company’s Consolidated Financial Statements. The identification and measurement of goodwill impairment involves the estimation of the fair value of the Company’s reporting units. The estimated fair value of reporting units is based on the best information available as of the date of the assessment, which primarily incorporates management assumptions about expected future cash flows. Future cash flows can be affected by changes in industry or market conditions or the rate and extent to which anticipated synergies or cost savings are realized with newly acquired entities.
Impairment of Long-Lived Assets:
Purchased intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets, which range from several months to six years. Purchased intangible assets determined to have indefinite useful lives are not amortized. Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset or group of assets and their eventual disposition. The Company periodically assesses the remaining useful lives of long-lived assets. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the estimated fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or estimated fair value less costs to sell.
Guarantees:
Warranty
The Company provides for the estimated costs of product warranties at the time revenue is recognized. The specific terms and conditions of those warranties vary depending upon the product sold. In the case of hardware manufactured by the Company, warranties generally start from the delivery date and continue for one year. Software products generally carry a 90-day warranty from the date of purchase. The Company’s liability under warranties on software products is to provide a corrected copy of any portion of the software found not to be in substantial compliance with the agreed upon specifications. Factors that affect the Company’s warranty obligation include product failure rates, material usage and service delivery costs incurred in correcting product failures. The Company assesses the adequacy of the recorded warranty liabilities every quarter and makes adjustments to the liability if necessary.
Changes in the warranty obligation during the period, which is included as a component of “Other accrued liabilities” on the Consolidated Balance Sheets, are as follows (in thousands):
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December 31, |
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|
|
2013 |
|
|
2012 |
|
||
Balance at beginning of year |
|
$ |
10,475 |
|
|
$ |
10,577 |
|
Accruals for warranties issued during the year |
|
|
16,307 |
|
|
|
18,432 |
|
Actual charges against warranty reserve during the year |
|
|
(17,307 |
) |
|
|
(18,534 |
) |
Balance at end of year |
|
$ |
9,475 |
|
|
$ |
10,475 |
|
Deferred Services Revenue
The Company offers maintenance contracts for sale on most of its products which allow for customers to receive service and support in addition to, or subsequent to, the expiration of the contractual product warranty. The Company also provides managed services to its customers under contractual arrangements. The Company recognizes the maintenance and managed services revenue from these contracts over the life of the service contract.
Deferred services revenue, of which $170.7 million and $156.5 million is short-term and is included as a component of deferred revenue as of December 31, 2013 and 2012, respectively; and $83.1 million and $85.3 million is long-term and is included as a component of long-term deferred revenue as of December 31, 2013 and 2012, respectively, on the Consolidated Balance Sheets. Changes during the period are as follows (in thousands):
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December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
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Balance at beginning of year |
|
$ |
241,773 |
|
|
$ |
212,178 |
|
Addition to deferred services revenue |
|
|
354,893 |
|
|
|
349,022 |
|
Amortization of deferred services revenue |
|
|
(342,873 |
) |
|
|
(319,427 |
) |
Balance at end of year |
|
$ |
253,793 |
|
|
$ |
241,773 |
|
The cost of providing these services for the years ended December 31, 2013, 2012, and 2011 was $148.1 million, $137.8 million, and $98.4 million, respectively.
Officer and Director Indemnifications
As permitted or required under Delaware law and to the maximum extent allowable under that law, the Company has certain obligations to indemnify its current and former officers and directors for certain events or occurrences while the officer or director is, or was serving, at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification obligations is unlimited; however, the Company has a director and officer insurance policy that mitigates the Company’s exposure and enables the Company to recover a portion of any future amounts paid. As a result of the Company’s insurance policy coverage, the Company believes the estimated fair value of these indemnification obligations is not material.
Other Indemnifications
As is customary in the Company’s industry, as provided for in local law in the U.S. and other jurisdictions, the Company’s standard contracts provide remedies to its customers, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of its products. From time to time, the Company indemnifies customers against combinations of loss, expense, or liability arising from various trigger events related to the sale and the use of its products and services. In addition, from time to time the Company also provides protection to customers against claims related to undiscovered liabilities, additional product liabilities or environmental obligations.
Revenue Recognition:
The Company recognizes revenue when persuasive evidence of an arrangement exists, title and risk of loss have transferred, product payment is not contingent upon performance of installation or service obligations, the price is fixed or determinable, and collectability is reasonably assured. In instances where final acceptance of the product or service is specified by the customer, revenue is deferred until all acceptance criteria have been met. Additionally, the Company recognizes maintenance service revenues on its hardware and software products ratably over the service periods of one to five years, and other services upon the completion of installation or professional services provided.
Most of the Company’s products are integrated with software that is essential to the functionality of the equipment. Additionally, the Company provides unspecified software upgrades and enhancements related to most of these products through maintenance contracts.
A multiple-element arrangement includes the sale of one or more tangible product offerings with one or more associated services offerings, each of which are individually considered separate units of accounting. The Company allocates revenue to each element in a multiple-element arrangement based upon the relative selling price of each deliverable. When applying the relative selling price method, the Company determines the selling price for each deliverable using vendor specific objective evidence (“VSOE”) of selling price, if it exists, or third party evidence (“TPE”) of selling price. If neither VSOE nor TPE of selling price exist for a deliverable, the Company uses its best estimate of selling price (“ESP”) for that deliverable. Revenue allocated to each element is then recognized when the other revenue recognition criteria are met for each element.
VSOE is established based on the Company’s standard pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for a product or service fall within a reasonably narrow pricing range.
When VSOE cannot be established, the Company attempts to establish the selling price of each element based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately.
When the Company is unable to establish the selling price using VSOE or TPE, the Company uses ESP in its allocation of arrangement consideration. ESP represents the price at which the Company would transact a sale if the element were sold on a stand-alone basis. The Company determines ESP for a product by considering multiple factors including, but not limited to, geographies, market conditions, competitive landscape, and pricing practices. The determination of ESP is made based on review of historical sales price, taking into consideration the Company’s go-to-market strategy. Generally, the Company uses historical net selling prices to establish ESP. The Company regularly reviews its basis for establishing VSOE, TPE and ESP.
Sales Returns, Channel Partner Programs and Incentives
The Company records estimated reductions to revenues for channel partner programs and incentive offerings including special pricing agreements, promotions and other volume-based incentives. The Company also accrues for co-op marketing funds as a marketing expense if the Company receives an identifiable benefit in exchange and can reasonably estimate the fair value of the identifiable benefit received; otherwise, it is recorded as a reduction to revenues. The Company’s contracts generally do not provide for a right of return on any of our products. However, a limited number of contracts contain stock rotation rights. The Company records an estimate of future returns based upon these contractual rights and its historical returns experience.
Research and Development Expenditures and Software Development Costs
Research and development expenditures are charged to operations as incurred and consist primarily of compensation costs, including stock-based compensation, outside services, expensed materials, depreciation and an allocation of overhead expenses, including facilities and IT costs.
Software development costs incurred prior to the establishment of technological feasibility are included in research and development expenses as incurred. Eligible and material software development costs are capitalized upon the establishment of technological feasibility and before the general availability of such software products, including direct labor and related overhead costs, as well as stock-based compensation. The Company has defined technological feasibility as the establishment of a working model, which typically occurs when beta testing commences. In 2013, the Company capitalized approximately $2.4 million of development costs for software products to be marketed or sold to customers. There were no such costs capitalized in 2012 and 2011 as the software development costs qualifying for capitalization were insignificant. The capitalized costs are being amortized on a product-by-product basis using the straight-line method over the estimated product life, generally three years, or on the ratio of current revenues to total projected product revenues, whichever is greater. Management believes that the capitalized software costs will be recoverable from future gross profits generated by these products.
Advertising:
The Company expenses the production costs of advertising as expenses are incurred. The production costs of advertising consist primarily of trade shows, online media, magazine and radio advertisements, agency fees and other direct production costs. Advertising expense for the years ended December 31, 2013, 2012, and 2011 was $14.9 million, $22.3 million, and $21.3 million, respectively.
Income Taxes:
The Company accounts for income taxes under the liability method, which recognizes deferred tax assets and liabilities based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized.
The Company recognizes and measures benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained upon audit, including resolution of any related appeals or litigation processes. For tax positions that are more likely than not to be sustained upon audit, the second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a quarterly basis. Evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in income tax expense in the period in which the change is made, which could have a material impact on the Company’s effective tax rate and operating results. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.
Foreign Currency Translation:
Assets and liabilities of non-U.S subsidiaries, where that local currency is the functional currency, are translated to U.S. dollars at exchange rates in effect at the balance sheet date and income and expense accounts are translated at average exchange rates in effect during the period. The resulting translation adjustments are directly recorded to a separate component of accumulated other comprehensive income. Foreign exchange transaction gains and losses from the remeasurement of non-functional currency denominated assets and liabilities have not been significant to date and are included in the Company’s Consolidated Statements of Operations as part of interest and other income (expense), net.
As a result of the sale of the Company’s former enterprise wireless voice solutions (the “EWS”) business in December 2012 (see Note 3), which included a wholly owned Danish subsidiary with a Danish Krone functional currency, the Company recognized its associated currency translation adjustment balance of $1.1 million which effectively reduced the gain from sale of the discontinued operations.
The following table sets forth the change of foreign currency translation adjustments during each reporting period and the balances as of December 31 (in thousands):
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Beginning balance |
|
$ |
3,180 |
|
|
$ |
1,841 |
|
|
$ |
1,602 |
|
Foreign currency translation adjustments |
|
|
1,039 |
|
|
|
1,339 |
|
|
|
239 |
|
Ending balance |
|
$ |
4,219 |
|
|
$ |
3,180 |
|
|
$ |
1,841 |
|
Derivative Instruments:
The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For a derivative instrument designated and qualifying as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a separate component of accumulated other comprehensive income and is subsequently reclassified into earnings when the hedged exposure affects earnings. The excluded and ineffective portions of the gain or loss are reported in earnings immediately. For derivative instruments that are not designated as cash flow hedges, changes in fair value are recognized in earnings in the period of change. The Company does not hold or issue derivative financial instruments for speculative trading purposes. The Company enters into derivatives only with counterparties that are among the largest U.S. banks, ranked by assets, in order to minimize its credit risk.
Net Income Per Share:
Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the additional dilution from potential issuance of common stock, such as stock issuable pursuant to the exercise of stock options, unvested restricted stock units, and performance shares. Potentially dilutive shares are excluded from the computation of diluted net income per share when their effect is antidilutive.
On June 1, 2011, the Company announced that its Board of Directors approved a two-for-one stock split of the Company’s outstanding shares of common stock effected in the form of a 100% stock dividend (“the stock split”). The stock split entitled each stockholder of record at the close of business on June 15, 2011 to receive one additional share of common stock for every one share of common stock owned as of that date, payable by the Company’s transfer agent on July 1, 2011. The par value of the Company’s common stock was maintained at the pre-split amount of $0.0005 per share. The Consolidated Financial Statements and notes thereto, including all share and per share data, have been restated as if the stock split had occurred as of the earliest period presented.
Fair Value Measurements:
The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices for similar assets in active markets, or identical or similar assets in inactive markets, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points for the asset or liability.
The carrying amounts reflected in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable, and other accrued liabilities approximate fair value due to their short-term maturities.
Stock-Based Compensation:
The Company’s stock-based compensation programs consist of grants of stock-based awards to employees and non-employee directors, including stock options, restricted stock units and performance shares, as well as purchase rights pursuant to the Company’s Employee Stock Purchase Plan (“ESPP”). The estimated fair value of these awards is charged against income over the requisite service period, which is generally the vesting period.
The fair value of stock option and ESPP awards is estimated at the grant date using the Black-Scholes option valuation model. The fair value of restricted stock units is based on the market value of the Company’s common stock on the date of grant. Compensation expense for restricted stock units, including the effect of forfeitures, is recognized over the applicable service period. The fair value of performance shares is based on the market price of the Company’s stock on the date of grant and assumes that the performance criteria will be met and the target payout level will be achieved. Compensation cost is adjusted for subsequent changes in the outcome of performance-related conditions until the award vests. The fair value of a performance share with a market condition is estimated on the date of award, using a Monte Carlo simulation model to estimate the total return ranking of the Company’s stock in relation to the target index of companies over each performance period. Compensation cost on performance shares with a market condition is not adjusted for subsequent changes regardless of the level of ultimate vesting.
Business Combinations:
The Company recognizes separately from goodwill the fair value of assets acquired and the liabilities assumed. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments retrospectively to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.
In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period and the Company continues to collect information in order to determine their estimated fair values as of the date of acquisition. Subsequent to the measurement period or the Company’s final determination of the tax allowance’s estimated value, changes to these uncertain tax positions and tax related valuation allowances will affect the Company’s provision for income taxes in the Company’s consolidated statements of operations.
Recent Pronouncements:
In July 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update which clarifies that an unrecognized tax benefit should be presented in the financial statements as a reduction to 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. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The guidance will be effective prospectively for reporting periods beginning after December 15, 2013. The Company is currently assessing the potential impact on the adoption of this guidance on its consolidated financial statements.
In March 2013, the FASB issued an accounting standard update which requires the release of cumulative translation adjustments into net income when an entity ceases to have a controlling financial interest resulting in the complete or substantially complete liquidation of a subsidiary or group of assets within a foreign entity. The guidance will be effective prospectively for reporting periods beginning after December 15, 2013. The Company does not expect any material impact on the adoption of this guidance on its consolidated financial statements.
In February 2013, the FASB issued an accounting standard update that requires an entity to expand the disclosure of reclassifications out of accumulated other comprehensive income (“AOCI”). The update requires companies to present reclassifications by component when reporting changes in AOCI balances and to report the effect of significant reclassifications on the respective line items in net income. The guidance is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted the guidance in the quarter ended March 31, 2013, and such adoption did not have a material impact on its consolidated financial statements.
In December 2011, the FASB issued an accounting standard update that requires disclosure of the effect or potential effect of offsetting arrangements on a company’s financial position, as well as enhanced disclosure of the rights of setoff associated with a company’s recognized assets and liabilities. In January 2013, the FASB issued another accounting standard update to clarify the scope of the standard issued in December 2011. The Company adopted the guidance in the quarter ended March 31, 2013, and such adoption did not have a material impact on its consolidated financial statements.
|
2. Business Combinations:
2013 Acquisition
On March 1, 2013 the Company completed its acquisition of certain assets of Sentri, Inc. (“Sentri”), a privately-held services company with expertise in Microsoft technologies, for approximately $8.0 million in cash, net of approximately $0.4 million cash released from an escrow account as a result of a net working capital adjustment. The acquisition expands the Company’s advanced services offerings with an emphasis on multi-vendor unified communications solutions that can encompass video, voice, data, and networking. The total purchase price was allocated to the net tangible and intangible assets based upon their fair values at March 1, 2013 with the excess amount recorded as goodwill, which is primarily attributable to the expertise of former Sentri employees in Microsoft technologies and expected synergies from the combined company.
2011 Acquisitions
During 2011, the Company completed three business combinations. On March 21, 2011, the Company completed the acquisition of all of the outstanding shares of Accordent Technologies, Inc. (“Accordent”), a privately-held video content management and delivery solutions company. On July 27, 2011, the Company acquired the assets of the Hewlett-Packard Visual Collaboration (“HPVC”) business, including the Halo Products and Managed Services business. In May 2012, the Company completed the purchase of certain additional equipment from HP Financing Services for approximately $5.0 million that was agreed to in conjunction with the HPVC acquisition. On October 14, 2011, the Company acquired ViVu, Inc. (“ViVu”), a privately-held video collaboration software company. The total net cash paid in 2011 for these business combinations was $163.6 million, plus non-cash consideration of $0.2 million.
The following table summarizes the allocation of the total purchase consideration to the assets and liabilities assumed in 2011 as of the acquisition dates (in thousands):
Tangible assets: |
|
|
|
|
Current assets |
|
$ |
8,204 |
|
Property and equipment |
|
|
2,990 |
|
Long-term assets |
|
|
1,257 |
|
Total tangible assets acquired |
|
|
12,451 |
|
Liabilities: |
|
|
|
|
Current liabilities |
|
|
(7,786 |
) |
Long-term liabilities |
|
|
(4,362 |
) |
Total liabilities assumed |
|
|
(12,148 |
) |
Fair value of net assets acquired |
|
|
303 |
|
Intangible assets consisting of: |
|
|
|
|
Core and developed technology |
|
|
20,600 |
|
Customer and partner relationships |
|
|
50,100 |
|
Trade name |
|
|
1,400 |
|
In-Process Research and Development (“IPR&D”) |
|
|
1,400 |
|
Other |
|
|
500 |
|
Deferred tax liability |
|
|
(1,625 |
) |
Goodwill |
|
|
91,159 |
|
Total consideration |
|
$ |
163,837 |
|
The Company has included the financial results of Sentri, Accordent, HPVC and ViVu in its Consolidated Financial Statements from their respective dates of acquisition. Pro forma results of operations for the acquisitions completed during the years have not been presented because the effects of those acquisitions, individually and in the aggregate, were not material to the Company’s financial results.
The goodwill generated from those acquisitions is primarily attributable to expected synergies. Goodwill from the Sentri and HPVC acquisitions is deductible for tax purposes and goodwill from the Accordent and ViVu acquisitions is not deductible for tax purposes. The fair values of intangible assets were calculated based on the income and cost approaches and are being amortized over eight months to six years. The transaction-related costs were expensed as incurred.
|
3. Discontinued Operations:
On December 4, 2012, the Company completed the disposition of the net assets of its EWS business to Mobile Devices Holdings, LLC, a Delaware limited liability corporation. The Company received cash consideration of approximately $50.7 million, resulting in a gain on sale of the discontinued operations, net of taxes, of $35.4 million, as reflected in its Consolidated Financial Statements for the year ended December 31, 2012. In 2013, the Company recorded an additional gain on sale of discontinued operations, net of taxes, of approximately $0.5 million as a result of the final net working capital adjustment in accordance with the purchase agreement. Additional cash consideration of up to $57.0 million is payable over the next four years subject to certain conditions, including meeting certain agreed-upon EBITDA-based milestones. Such additional cash consideration will be accounted for as a gain on sale of discontinued operations, net of taxes, when it is realized or realizable. In accordance with accounting guidance, the Company has included the results of operations of EWS in discontinued operations within the consolidated statements of operations for all periods presented.
Summarized results from discontinued operations were as follows (in thousands):
|
|
Year ended December 31, |
|
|||||||||
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Revenues |
|
$ |
— |
|
|
$ |
71,133 |
|
|
$ |
93,609 |
|
Income from discontinued operations |
|
|
— |
|
|
|
15,973 |
|
|
|
16,066 |
|
Income tax provision |
|
|
— |
|
|
|
6,085 |
|
|
|
6,160 |
|
Net income from discontinued operations |
|
$ |
— |
|
|
$ |
9,888 |
|
|
$ |
9,906 |
|
The carrying amounts of the net assets sold at December 4, 2012 were as follows (in thousands):
Assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
248 |
|
Trade receivables, net |
|
|
7,221 |
|
Inventories |
|
|
12,659 |
|
Deferred taxes |
|
|
(306 |
) |
Prepaid expenses and other assets |
|
|
295 |
|
Property and equipment, net |
|
|
4,301 |
|
Goodwill |
|
|
30,872 |
|
Purchased intangibles, net |
|
|
5,724 |
|
Assets sold |
|
$ |
61,014 |
|
Liabilities: |
|
|
|
|
Accounts payable |
|
$ |
2,318 |
|
Accrued payroll and related liabilities |
|
|
1,877 |
|
Deferred revenue |
|
|
5,044 |
|
Other accrued liabilities |
|
|
1,605 |
|
Deferred taxes |
|
|
1,610 |
|
Liabilities transferred |
|
$ |
12,454 |
|
Net assets sold |
|
$ |
48,560 |
|
The Company recorded a gain of $35.4 million in 2012 on the sale of discontinued operations (net of taxes) which was calculated as follows (in thousands):
Cash proceeds received |
|
$ |
50,659 |
|
Less: costs incurred directly attributable to the transaction |
|
|
929 |
|
Net proceeds from sale of discontinued operations |
|
|
49,730 |
|
Less: book value of net assets sold |
|
|
48,560 |
|
Less: realization of foreign currency translation adjustment upon sale of foreign EWS subsidiary |
|
|
1,141 |
|
Gain from sale of discontinued operations |
|
|
29 |
|
Income tax benefit |
|
|
(35,396 |
) |
Net gain from sale of discontinued operations |
|
$ |
35,425 |
|
In 2013, the Company recorded an additional gain on sale of discontinued operations, net of taxes, of $0.5 million as a result of the final net working capital adjustment. See Note 15 of Notes to Consolidated Financial Statements for discussion of income tax benefit on gain from sale of discontinued operations.
|
4. Accounts Receivable Financing
In 2012, the Company launched a customer financing program and entered into a financing agreement (the “Financing Agreement”) with an unrelated third party financing company. The program offers channel partners, distributors, and resellers direct or indirect financing on their purchases of the Company’s products and services. Pursuant to the terms of the Financing Agreement, the Company transfers accounts receivable from these customers, without recourse, to the financing company. In return, the Company agrees to pay the financing company a fee based on a pre-defined percentage of the transaction amount financed. If the transaction meets the applicable criteria under ASC 860 and is accounted for as a sale of financial assets, the accounts receivable are excluded from the balance sheet upon the third party financing company’s payment remittance to the Company. In certain legal jurisdictions, the arrangement fees that involve maintenance services or products bundled with maintenance at one price do not qualify as a sale of financial assets in accordance with the authoritative guidance. Accordingly, accounts receivable related to these arrangements are accounted for as a secured borrowing in accordance with ASC 860, and the Company records a liability for any cash received, while maintaining the associated accounts receivable balance until the end-customer remits payment to the third-party financing company.
In 2013 and 2012, total transactions entered pursuant to the terms of the Financing Agreement were approximately $123.4 million and $28.3 million, respectively, of which $109.4 million and $22.9 million, respectively, are related to the sale of the financial assets arrangement. The financing of these receivables accelerated the collection of the Company’s cash and reduced its credit exposure. The amount due from the financing company as of December 31, 2013 and 2012 was approximately $22.9 million and $15.4 million, respectively, of which $21.6 million and $12.4 million, respectively, was related to the accounts receivable sold, and is included in trade receivables in the Company’s Consolidated Balance Sheets. Fees incurred pursuant to the Financing Agreement were approximately $1.8 million and $0.4 million for the year ended December 31, 2013 and 2012, respectively, and were recorded as a reduction to revenues.
|
5. Goodwill, Purchased Intangibles, and Software Development Costs:
Goodwill is tested for impairment at the reporting unit level, which is one level below or the same as an operating segment. The Company adopted the amended accounting guidance, which permits the Company to choose to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If based on this assessment the Company determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary.
Polycom’s business is organized around four major geographic theaters: North America, Caribbean and Latin America (“CALA”), Europe, Middle East and Africa (“EMEA”) and Asia Pacific (“APAC”), which are considered its reporting units. In the fourth quarter of 2013 and 2012, the Company completed its annual goodwill impairment test of its four reporting units, and no impairment charge was required in 2013 and 2012.
In 2013, the Company determined, based on its qualitative assessment, that further testing was necessary and performed a two-step goodwill impairment test to assess if a potential impairment had occurred and to measure an impairment loss, if any. The first step of the two-step test compares a reporting unit’s fair value to its carrying amount. The fair value was determined using an income approach and a market approach, each of which was weighted equally. Under the income approach, the fair value of an asset is based on the value of the estimated cash flows that the asset can be expected to generate in the future. These estimated future cash flows were discounted at rates ranging from 12 to 14 percent to arrive at their respective fair values. Under the market approach, the fair value of the unit is based on an analysis of financial data for publicly traded companies engaged in the same or similar lines of business. The carrying amount of each reporting unit was determined by assigning assets and liabilities, including goodwill, to each reporting unit. Based on the first step test, the estimated fair value of each reporting unit exceeded their respective carrying amount by more than 30%. Therefore, the second step of the two-step goodwill impairment test was not deemed necessary. Based on the Company’s most recent goodwill impairment assessment of the reporting units of its segments and the understanding of currently projected trends of the business and the economy, management does not believe that there is a significant risk of impairment for these reporting units for a reasonable period of time. Although the analysis regarding the fair values of goodwill indicates that it exceeded its carrying value, materially different assumptions regarding the future performance of the Company’s businesses or significant declines in the Company’s stock price could result in goodwill impairment losses in the future.
In 2012, the Company performed the qualitative assessment of its four reporting units. Each reporting unit had an estimated fair value in excess of its carrying value by more than 50%, based on a valuation of the Company’s reporting segments performed in May 2012 in connection with the announcement of the divestiture of its EWS business. For each reporting unit, the Company weighed the relative impact of factors that are specific to the reporting unit, as well as industry and macroeconomic factors. The reporting unit specific factors that were considered included the results of the most recent impairment tests, as well as financial performance and changes to the reporting units’ carrying amounts since the most recent impairment tests. For the industry in which the reporting units operate, the Company considered growth projections from independent sources and significant developments or transactions within the industry during 2012, where applicable. The Company concluded that each of the reporting unit specific and industry factors had either a positive or neutral impact on the fair value of each of the reporting units. The Company also determined that macroeconomic factors during 2012 did not have a significant impact on the discount rates and growth rates used for the valuation performed.
The following table sets forth the changes in carrying amount of goodwill in each of the Company’s segments in 2013 (in thousands):
|
|
Segments |
|
|||||||||||||
|
|
Americas |
|
|
EMEA |
|
|
APAC |
|
|
Total |
|
||||
Balance at December 31, 2012 |
|
$ |
302,768 |
|
|
$ |
101,882 |
|
|
$ |
149,169 |
|
|
$ |
553,819 |
|
Add: goodwill resulting from an acquisition |
|
|
5,391 |
|
|
|
— |
|
|
|
— |
|
|
|
5,391 |
|
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
250 |
|
|
|
250 |
|
Balance at December 31, 2013 |
|
$ |
308,159 |
|
|
$ |
101,882 |
|
|
$ |
149,419 |
|
|
$ |
559,460 |
|
The following table sets forth details of the Company’s total purchased intangible assets and capitalized software development costs as of the following period (in thousands):
|
|
December 31, 2013 |
|
|
December 31, 2012 |
|
||||||||||||||||||
Purchased Intangible Assets |
|
Gross |
|
|
Accumulated |
|
|
Net Value |
|
|
Gross |
|
|
Accumulated |
|
|
Net Value |
|
||||||
Core and developed technology |
|
$ |
81,178 |
|
|
$ |
(76,952 |
) |
|
$ |
4,226 |
|
|
$ |
81,178 |
|
|
$ |
(67,514 |
) |
|
$ |
13,664 |
|
Customer and partner relationships |
|
|
79,525 |
|
|
|
(48,941 |
) |
|
|
30,584 |
|
|
|
79,025 |
|
|
|
(39,578 |
) |
|
|
39,447 |
|
Non-compete agreements |
|
|
1,800 |
|
|
|
(500 |
) |
|
|
1,300 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Trade name |
|
|
3,400 |
|
|
|
(3,089 |
) |
|
|
311 |
|
|
|
3,400 |
|
|
|
(2,746 |
) |
|
|
654 |
|
Other |
|
|
4,462 |
|
|
|
(4,343 |
) |
|
|
119 |
|
|
|
4,462 |
|
|
|
(4,162 |
) |
|
|
300 |
|
Finite-lived intangible assets |
|
|
170,365 |
|
|
|
(133,825 |
) |
|
|
36,540 |
|
|
|
168,065 |
|
|
|
(114,000 |
) |
|
|
54,065 |
|
Indefinite-lived trade name |
|
|
918 |
|
|
|
— |
|
|
|
918 |
|
|
|
918 |
|
|
|
— |
|
|
|
918 |
|
Total intangible assets |
|
$ |
171,283 |
|
|
$ |
(133,825 |
) |
|
$ |
37,458 |
|
|
$ |
168,983 |
|
|
$ |
(114,000 |
) |
|
$ |
54,983 |
|
Software development costs |
|
$ |
2,365 |
|
|
|
(196 |
) |
|
|
2,169 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
In 2013, 2012, and 2011, the Company recorded amortization expense related to purchased intangibles of $10.4 million, $9.8 million, and $5.5 million, respectively, which is included in “Amortization of purchased intangibles” in the Consolidated Statements of Operation, and recorded approximately $9.4 million, $7.6 million, and $5.7 million, respectively, of amortization of purchased intangibles to “Cost of Product Revenues” in the Consolidated Statements of Operations. Amortization of intangibles is not allocated to the Company’s segments.
The Company determined that a purchased trade name intangible of $0.9 million had an indefinite life as the Company expects to generate cash flows related to this asset indefinitely. Consequently, this trade name is not amortized but is reviewed for impairment annually or sooner when indicators of potential impairment exist. Development on products associated with in-process research and development (“IPR&D”) previously capitalized was completed in 2012 and the underlying products were made available for general release. The associated IPR&D of $1.4 million was reclassified to core and developed technology and is amortized over the estimated lives of the products commencing in 2012.
The Company evaluates its purchased intangibles for possible impairment on an ongoing basis. When impairment indicators exist, the Company performs an assessment to determine if the intangible asset has been impaired and to what extent. The assessment of purchased intangibles impairment is conducted by first estimating the undiscounted future cash flows to be generated from the use and eventual disposition of the purchased intangibles and comparing this amount with the carrying value of these assets. If the undiscounted cash flows are less than the carrying amounts, impairment exists and future cash flows are discounted at an appropriate rate and compared to the carrying amounts of the purchased intangibles to determine the amount of the impairment. There were no such impairments recorded during the years ended December 31, 2013, 2012, and 2011.
The estimated future amortization expense of purchased intangible assets as of December 31, 2013 is as follows (in thousands):
Year ending December 31, |
|
Amount |
|
|
2014 |
|
$ |
12,891 |
|
2015 |
|
|
10,495 |
|
2016 |
|
|
8,484 |
|
2017 |
|
|
4,670 |
|
2018 |
|
|
— |
|
Total |
|
$ |
36,540 |
|
In 2013, the Company capitalized approximately $2.4 million of software development costs for internally developed software products to be marketed and sold to customers after the point that technological feasibility has been reached and before the products are available for general release. The capitalized costs are included in other assets in the Company’s Consolidated Balance Sheets and are being amortized over the estimated product useful life, generally three years, beginning when the products are available for general release. Management expects that the capitalized software development costs are recoverable from future gross profits generated by these products and services. There were no such costs capitalized in 2012 and 2011, as the development costs qualifying for capitalization were insignificant.
|
6. Balance Sheet Details:
Inventories consist of the following (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
Raw materials |
|
$ |
2,740 |
|
|
$ |
1,871 |
|
Work in process |
|
|
840 |
|
|
|
799 |
|
Finished goods |
|
|
99,729 |
|
|
|
97,290 |
|
|
|
$ |
103,309 |
|
|
$ |
99,960 |
|
Prepaid expenses and other current assets consist of the following (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
Non-trade receivables |
|
$ |
9,251 |
|
|
$ |
10,463 |
|
Prepaid expenses |
|
|
31,164 |
|
|
|
35,489 |
|
Derivative assets |
|
|
6,748 |
|
|
|
4,158 |
|
Other current assets |
|
|
3,189 |
|
|
|
2,429 |
|
|
|
$ |
50,352 |
|
|
$ |
52,539 |
|
Property and equipment, net, consist of the following (in thousands):
|
|
|
|
|
December 31, |
|
||||||
|
|
Estimated useful Life |
|
|
2013 |
|
|
2012 |
|
|||
Computer equipment and software |
|
|
3 to 5 years |
|
|
$ |
265,222 |
|
|
$ |
241,642 |
|
Equipment, furniture and fixtures |
|
|
1 to 7 years |
|
|
|
113,214 |
|
|
|
101,784 |
|
Tooling equipment |
|
|
3 years |
|
|
|
20,811 |
|
|
|
18,544 |
|
Leasehold improvements |
|
|
3 to 13 years |
|
|
|
59,595 |
|
|
|
59,931 |
|
|
|
|
|
|
|
|
458,842 |
|
|
|
421,901 |
|
Less: Accumulated depreciation and amortization |
|
|
|
|
|
|
(343,685 |
) |
|
|
(288,582 |
) |
|
|
|
|
|
|
$ |
115,157 |
|
|
$ |
133,319 |
|
Deferred revenues consist of the following (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
Short-term: |
|
|
|
|
|
|
|
|
Service |
|
$ |
170,701 |
|
|
$ |
156,487 |
|
Product |
|
|
307 |
|
|
|
595 |
|
License |
|
|
1,400 |
|
|
|
1,400 |
|
|
|
$ |
172,408 |
|
|
$ |
158,482 |
|
Long-term: |
|
|
|
|
|
|
|
|
Service |
|
$ |
83,092 |
|
|
$ |
85,286 |
|
Product |
|
|
— |
|
|
|
— |
|
License |
|
|
4,375 |
|
|
|
5,775 |
|
|
|
$ |
87,467 |
|
|
$ |
91,061 |
|
Other accrued liabilities consist of the following (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
Accrued expenses |
|
$ |
22,515 |
|
|
$ |
19,165 |
|
Accrued co-op expenses |
|
|
4,629 |
|
|
|
4,571 |
|
Restructuring reserves |
|
|
11,238 |
|
|
|
5,347 |
|
Warranty obligations |
|
|
9,475 |
|
|
|
10,475 |
|
Derivative liability |
|
|
6,780 |
|
|
|
3,273 |
|
Employee stock purchase plan withholding |
|
|
10,883 |
|
|
|
10,186 |
|
Other accrued liabilities |
|
|
12,224 |
|
|
|
10,001 |
|
|
|
$ |
77,744 |
|
|
$ |
63,018 |
|
|
7. Restructuring Costs:
In 2013, 2012, and 2011, the Company recorded $48.5 million, $22.0 million, and $9.4 million, respectively, related to restructuring actions that included the elimination or relocation of various positions and the consolidation and elimination of certain facilities. These actions are generally intended to streamline and focus the Company’s efforts and more properly align the Company’s cost structure with its projected future revenue streams.
The following table summarizes the activity of the Company’s restructuring reserves (in thousands):
|
|
Severance/Other |
|
|
Facilities |
|
|
Projects |
|
|
Total |
|
||||
Balance at December 31, 2010 |
|
$ |
2,524 |
|
|
|
697 |
|
|
$ |
— |
|
|
|
3,221 |
|
Additions to the reserve |
|
|
8,698 |
|
|
|
698 |
|
|
|
— |
|
|
|
9,396 |
|
Cash payments and other usage |
|
|
(8,736 |
) |
|
|
(941 |
) |
|
|
— |
|
|
|
(9,677 |
) |
Balance at December 31, 2011 |
|
$ |
2,486 |
|
|
$ |
454 |
|
|
$ |
— |
|
|
$ |
2,940 |
|
Additions to the reserve |
|
|
13,090 |
|
|
|
11,730 |
|
|
|
— |
|
|
|
24,820 |
|
Non-cash write-off of leasehold improvements |
|
|
— |
|
|
|
(2,796 |
) |
|
|
— |
|
|
|
(2,796 |
) |
Cash payments and other usage |
|
|
(14,214 |
) |
|
|
(1,924 |
) |
|
|
— |
|
|
|
(16,138 |
) |
Balance at December 31, 2012 |
|
$ |
1,362 |
|
|
$ |
7,464 |
|
|
$ |
— |
|
|
$ |
8,826 |
|
Additions to the reserve |
|
|
10,185 |
|
|
|
38,231 |
|
|
|
2,880 |
|
|
|
51,296 |
|
Non-cash write-off of leasehold improvements |
|
|
— |
|
|
|
(3,547 |
) |
|
|
— |
|
|
|
(3,547 |
) |
Cash payments and other usage |
|
|
(10,404 |
) |
|
|
(8,362 |
) |
|
|
(2,880 |
) |
|
|
(21,646 |
) |
Balance at December 31, 2013 |
|
$ |
1,143 |
|
|
$ |
33,786 |
|
|
$ |
— |
|
|
$ |
34,929 |
|
During 2013, management completed the consolidation and elimination of certain facilities globally and the elimination of approximately four percent of the Company’s global workforce. These actions were generally intended to optimize the organization and manage expenses to gain or improve operating efficiencies and profitability. As a result, the Company recorded approximately $38.2 million in restructuring charges related to idle facilities upon vacating these facilities. Additions to the reserve include $2.8 million of deferred rent that was expensed in prior periods. Additionally, in 2013, we recorded approximately $10.2 million of restructuring charges related to severance and other employee benefits, and approximately $2.9 million of other restructuring charges associated with changes to the Company’s product roadmap as it focuses on products and solutions with greater revenue and margin potential.
During 2012, management completed the consolidation and elimination of certain facilities in order to gain efficiencies, including the combination of its headquarters in San Jose and Santa Clara, California into one new location in San Jose, California. As a result, the Company recorded approximately $11.7 million in restructuring charges related to idle facilities in 2012. Additions to the reserve include $2.8 million of deferred rent that was expensed in prior periods. Additionally, the Company recorded approximately $13.1 million of charges, primarily for severance and other employee benefits, related to restructuring actions approved by management in October 2011 and July 2012. The action plan approved in July 2012 resulted in the elimination of approximately four percent of our global workforce, enabling the Company to focus resources on its product development and product launch initiatives.
During 2011, management completed the consolidation of its Colorado facilities and began the transition of certain engineering and product management and related support functions in its Andover, Massachusetts facility to other locations in order to achieve efficiencies. Restructuring charges relating to these actions primarily included costs for idle facilities and, to a lesser extent, severance and relocation costs for impacted individuals. Additionally, in October 2011, management committed to a restructuring plan designed to better align and allocate resources to more strategic growth areas of the business. These actions were primarily related to the reorganization of its global go-to-market and other organizations. The restructuring plan resulted in the elimination of approximately seven percent of its global workforce with the majority of the reductions taking effect in the fourth quarter of 2011 and first quarter of 2012, enabling the creation of new positions that better aligned with its strategic initiatives. In 2011, the Company recorded approximately $8.7 million of restructuring expenses related to severance and other employee benefits and $0.7 million related to idle facilities.
As of December 31, 2013, the restructuring reserve is primarily comprised of facilities-related liabilities. The Company calculated the fair value of its facilities-related liabilities based on the discounted future lease payments less sublease assumptions. This fair value measurement is classified as a Level 3 measurement under ASC 820. The key assumptions used in the valuation model include discount rates, cash flow projections and estimated sublease income. Discount rates, cash flow projections and sublease assumptions involve significant judgment, and are based on management’s estimate of current and forecasted market conditions and are sensitive and susceptible to change.
On January 22, 2014, management announced that it will take certain actions designed to better align expenses to the Company’s revenue and gross margin profile and position the Company for improved operating performance. These actions will result in the elimination of approximately 6% of the Company’s global workforce, the significant majority of which will take effect in the first quarter of 2014. Management also approved plans to reduce or eliminate certain leased facilities. The charges expected to be incurred in connection with these actions will be recorded through the third quarter of 2014.
|
8. Debt:
In September 2013, the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, certain of its subsidiaries from time to time party thereto as guarantors, the lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent and Collateral Agent. The Credit Agreement provides for a $250.0 million term loan (the “Term Loan”) maturing on September 13, 2018 (the “Maturity Date”) and bears interest at the Company’s option at either a base rate plus a spread of 0.50% to 1.00%, or a reserve adjusted LIBOR rate plus a spread of 1.50% to 2.00% based on the Company’s consolidated leverage ratio for the preceding four fiscal quarters.
The Company entered into the Credit Agreement in conjunction with and for purposes of funding purchases of the Company’s common stock pursuant to a $250.0 million modified “Dutch Auction” self-tender offer announced in September 2013. See Note 13 for further details. Interest is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of an interest period (or at each three month interval in the case of loans with interest periods greater than three months) in the case of loans bearing interest at the reserve adjusted LIBOR rate. The Term Loan is payable in quarterly installments of principal equal to approximately $1.6 million which began on December 31, 2013, with the remaining outstanding principal amount of the Term Loan being due and payable on the Maturity Date. The Company may prepay the Term Loan, in whole or in part, at any time without premium or penalty. Amounts repaid or prepaid may not be reborrowed. The Term Loan is secured by substantially all the assets of certain domestic subsidiaries of the Company, subject to certain exceptions and limitations. The Company is also obligated to pay other customary closing fees, arrangement fees, and administration fees for a credit facility of this size and type. Total debt issuance costs incurred on the Term Loan were approximately $2.7 million and were recorded in prepaid expenses and other current assets, and other assets on the Consolidated Balance Sheets and are being amortized over the life of the Term Loan.
The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company’s and its subsidiaries’ ability to, among other things, grant liens, make investments, incur indebtedness, merge or consolidate, dispose of assets, make acquisitions, pay dividends or make distributions, repurchase stock, enter into transactions with affiliates and enter into restrictive agreements, in each case subject to customary exceptions for a credit facility of this size and type. The Company is also required to maintain compliance with a consolidated fixed charge coverage ratio and a consolidated secured leverage ratio. The Company was in compliance with these covenants as of December 31, 2013.
The Credit Agreement includes customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults and a change of control default. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Credit Agreement at a per annum rate equal to 2.00% above the applicable interest rate for any overdue principal and 2.00% above the rate applicable for base rate loans for any other overdue amounts.
At December 31, 2013, the weighted average interest rate on the Term Loan was 1.99%, the accrued interest on the Term Loan was $0.2 million, and the current and noncurrent portion of the outstanding Term Loan was $6.2 million and $242.2 million, respectively.
The following table sets forth total interest expense recognized related to the Term Loan (in thousands):
|
|
2013 |
|
|
Contractual interest expense |
|
$ |
1,605 |
|
Amortization of debt issuance costs |
|
|
178 |
|
|
|
$ |
1,783 |
|
|
9. Investments and Fair Value Measurements:
The Company had cash and cash equivalents of $392.6 million and $477.1 million at December 31, 2013 and 2012, respectively. Cash and cash equivalents consist of cash in banks, as well as highly liquid investments in money market funds, time deposits, savings accounts, commercial paper, U.S. government and agency securities, municipal securities and corporate debt securities. At December 31, 2013, the Company’s long-term investments had contractual maturities of one to two years.
In addition, the Company has short-term and long-term investments in debt and equity securities which are summarized as follows: (in thousands):
|
|
Cost Basis |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair Value |
|
||||
Balances at December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments—Short-term: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government securities |
|
$ |
19,792 |
|
|
$ |
9 |
|
|
$ |
— |
|
|
$ |
19,801 |
|
U.S. government agency securities |
|
|
38,388 |
|
|
|
16 |
|
|
|
(3 |
) |
|
|
38,401 |
|
Non-U.S. government securities |
|
|
13,734 |
|
|
|
10 |
|
|
|
— |
|
|
|
13,744 |
|
Corporate debt securities |
|
|
62,720 |
|
|
|
22 |
|
|
|
(4 |
) |
|
|
62,738 |
|
Total investments – short-term |
|
$ |
134,634 |
|
|
$ |
57 |
|
|
$ |
(7 |
) |
|
$ |
134,684 |
|
Investments—Long-term: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government securities |
|
$ |
12,252 |
|
|
$ |
8 |
|
|
$ |
— |
|
|
$ |
12,260 |
|
U.S. government agency securities |
|
|
30,627 |
|
|
|
12 |
|
|
|
(3 |
) |
|
|
30,636 |
|
Non-U.S. government securities |
|
|
2,305 |
|
|
|
4 |
|
|
|
— |
|
|
|
2,309 |
|
Corporate debt securities |
|
|
11,152 |
|
|
|
15 |
|
|
|
— |
|
|
|
11,167 |
|
Total investments – long-term |
|
$ |
56,336 |
|
|
$ |
39 |
|
|
$ |
(3 |
) |
|
$ |
56,372 |
|
Balances at December 31, 2012: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments—Short-term: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government securities |
|
$ |
24,205 |
|
|
$ |
3 |
|
|
$ |
— |
|
|
$ |
24,208 |
|
U.S. government agency securities |
|
|
101,036 |
|
|
|
39 |
|
|
|
(5 |
) |
|
|
101,070 |
|
Non-U.S. government securities |
|
|
1,527 |
|
|
|
— |
|
|
|
— |
|
|
|
1,527 |
|
Corporate debt securities |
|
|
70,386 |
|
|
|
20 |
|
|
|
(15 |
) |
|
|
70,391 |
|
Total investments – short-term |
|
$ |
197,154 |
|
|
$ |
62 |
|
|
$ |
(20 |
) |
|
$ |
197,196 |
|
Investments—Long-term: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government securities |
|
$ |
6,396 |
|
|
$ |
4 |
|
|
$ |
— |
|
|
$ |
6,400 |
|
U.S. government agency securities |
|
|
22,145 |
|
|
|
17 |
|
|
|
(2 |
) |
|
|
22,160 |
|
Non-U.S. government securities |
|
|
422 |
|
|
|
— |
|
|
|
— |
|
|
|
422 |
|
Corporate debt securities |
|
|
21,368 |
|
|
|
— |
|
|
|
(17 |
) |
|
|
21,351 |
|
Total investments – long-term |
|
$ |
50,331 |
|
|
$ |
21 |
|
|
$ |
(19 |
) |
|
$ |
50,333 |
|
As of December 31, 2013, the Company’s total cash and cash equivalents and investments held in the United States totaled $167.1 million with the remaining $416.6 million held by various foreign subsidiaries outside of the United States.
U.S. Government Securities
The Company’s U.S. government securities mostly comprised of direct U.S. Treasury obligations that are guaranteed by the U.S. government. To ensure that the investment portfolio is sufficiently diversified, the Company’s investment policy requires that a certain percentage of the Company’s portfolio be invested in these types of securities.
U.S. Government Agency Securities
The Company’s U.S. government agency securities are mostly comprised of U.S. government agency instruments, including mortgage-backed securities. To ensure that the investment portfolio is sufficiently diversified, the Company’s investment policy requires that a certain percentage of the Company’s portfolio be invested in these types of securities.
Non-U.S. Government Securities
The Company’s Non-U.S. government securities are mostly comprised of non-U.S. government instruments, including state, municipal and foreign government securities. To ensure that the investment portfolio is sufficiently diversified, the Company’s investment policy allows a certain percentage of the Company’s portfolio be invested in these types of securities.
Corporate Debt Securities
The Company’s corporate debt securities are comprised of publicly-traded domestic and foreign corporate debt securities. The Company does not purchase auction rate securities, and investments are in instruments that meet high quality credit rating standards, as specified in the Company’s investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issuer or type of instrument.
Unrealized Losses
The following table summarizes the fair value and gross unrealized losses of the Company’s investments, including those securities that are categorized as cash equivalents, with unrealized losses, aggregated by type of investment instrument and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2013 and 2012 (in thousands):
|
|
Less than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
|||||||||||||||
|
|
Fair Value |
|
|
Gross |
|
|
Fair Value |
|
|
Gross |
|
|
Fair Value |
|
|
Gross |
|
||||||
December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency securities |
|
|
5,533 |
|
|
|
(6 |
) |
|
|
— |
|
|
|
— |
|
|
|
5,533 |
|
|
|
(6 |
) |
Corporate debt securities |
|
|
9,837 |
|
|
|
(3 |
) |
|
|
1,504 |
|
|
|
(1 |
) |
|
|
11,341 |
|
|
|
(4 |
) |
Total investments |
|
$ |
15,370 |
|
|
$ |
(9 |
) |
|
$ |
1,504 |
|
|
$ |
(1 |
) |
|
$ |
16,874 |
|
|
$ |
(10 |
) |
December 31, 2012: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency securities |
|
|
21,768 |
|
|
|
(7 |
) |
|
|
— |
|
|
|
— |
|
|
|
21,768 |
|
|
|
(7 |
) |
Corporate debt securities |
|
|
43,743 |
|
|
|
(32 |
) |
|
|
1,999 |
|
|
|
— |
|
|
|
45,742 |
|
|
|
(32 |
) |
Total investments |
|
$ |
65,511 |
|
|
$ |
(39 |
) |
|
$ |
1,999 |
|
|
$ |
— |
|
|
$ |
67,510 |
|
|
$ |
(39 |
) |
The Company reviews the individual securities in its portfolio to determine whether a decline in a security’s fair value below the amortized cost basis is other-than-temporary. If the decline in fair value is considered to be other-than-temporary, the cost basis of the individual security is written down to its fair value as a new cost basis, and the amount of the write-down is accounted for as a realized loss and included in earnings. As of December 31, 2013 and 2012, the Company determined that there were no investments in its portfolio that were other-than temporarily impaired.
Private Company Investments
For strategic reasons the Company has made various investments in private companies. The cost method of accounting is used to account for these investments as we hold a non-material ownership percentage and are written down to their estimated net realizable value when indications exist that these investments have been impaired. These investments are recorded in other assets in the Company’s Consolidated Balance Sheets and totaled $2.0 million at both December 31, 2013 and 2012.
Fair Value Measurements
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As the basis for considering such assumptions, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures certain financial assets and liabilities at fair value, including its marketable securities and foreign currency contracts.
The Company’s cash and investment instruments are classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using inputs such as quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The types of instruments valued based on quoted market prices for identical assets in active markets include money market funds. Such instruments are generally classified within Level 1 of the fair value hierarchy.
The types of instruments valued based on other observable inputs include U.S. Treasury securities and other government agencies, corporate bonds and commercial paper. Such instruments are generally classified within Level 2 of the fair value hierarchy.
As of December 31, 2013, the Company’s fixed income available-for-sale securities include U.S. Treasury securities and other government agencies (48%), corporate bonds (23%), commercial paper (13%), non-U.S. government securities (8%), and money market funds (8%). Included in available-for-sale securities is approximately $20.1 million of cash equivalents, which consist of investments with original maturities of three months or less and include money market funds.
The principal market where the Company executes its foreign currency contracts is the retail market in an over-the-counter environment with a relatively high level of price transparency. The market participants and the Company’s counterparties are large money center banks and regional banks. The Company’s foreign currency contracts valuation inputs are based on quoted prices and quoted pricing intervals from public data sources (specifically, spot exchange rates, LIBOR rates and credit default rates) and do not involve management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy.
The Company’s Term Loan under its Credit Agreement is classified within Level 2 instruments as the borrowings are not actively traded and have a variable interest rate structure based upon market rates currently available to the Company for debt with similar terms and maturities. See Note 8. The Company has elected not to record its Term Loan at fair value, but has measured it at fair value for disclosure purpose. At December 31, 2013, the carrying amount of the Term Loan approximated its estimated fair value based on observable market inputs.
During 2013, there were no transfers between the different levels of fair value measurements. At December 31, 2013, the fair value of the Company’s marketable securities and foreign currency contracts was determined using the following inputs (in thousands):
|
|
|
|
|
Fair Value Measurements at Reporting Date Using |
|
||||||
Description |
|
Total |
|
|
Quoted Prices in Active |
|
|
Significant Other |
|
|||
|
|
|
|
|
(Level 1) |
|
|
(Level 2) |
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed income available-for-sale securities(a) |
|
$ |
211,151 |
|
|
$ |
17,596 |
|
|
$ |
193,555 |
|
Foreign currency forward contracts(b) |
|
$ |
6,748 |
|
|
$ |
— |
|
|
$ |
6,748 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts(c) |
|
$ |
6,780 |
|
|
$ |
— |
|
|
$ |
6,780 |
|
(a) | Included in cash and cash equivalents and short- and long-term investments on the Company’s Consolidated Balance Sheets. |
(b) | Included in short-term derivative asset as prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets. |
(c) | Included in short-term derivative liability as other accrued liabilities on the Company’s Consolidated Balance Sheets. |
|
10. Business Risks and Credit Concentration:
The Company sells products and services which serve the communications equipment market globally. Substantially all of the Company’s revenues are derived from sales of its products and their related services. A substantial majority of the Company’s revenue is from value-added resellers, distributors and service providers. In 2013, 2012 and 2011, one channel partner, ScanSource Communications, accounted for 16 %, 14%, and 14%, respectively, of the Company’s total net revenues. Any factors adversely affecting demand or supply for these products or services could materially adversely affect the Company’s business and financial performance. In particular, economic conditions worldwide have contributed from time to time to slowdowns in the communications and networking industries and have caused a negative impact on the specific segments and markets in which the Company operates. The Company has become increasingly exposed to these adverse changes in general economic conditions, which can result in reductions in capital expenditures by end-user customers for its products, longer sales cycles, the deferral or delay of purchase commitments for its products, and increased competition. These factors have adversely impacted the Company’s operating results in recent periods. Global economic concerns such as the varying pace of global economic recovery and the slowdown of government spending and softer demand in certain regions continue to create uncertainty and unpredictability which cause the Company to continue to be cautious about its future outlook. A global economic downturn would negatively impact technology spending for the Company’s products and services and could materially adversely affect its business, operating results and financial condition.
The Company subcontracts the manufacture of most of its products to Celestica, Askey, Foxconn and VTech, which are all third-party contract manufacturers. The Company uses Celestica’s facilities in Thailand and China, and Askey’s, Foxconn’s and VTech’s facilities in China and should there be any disruption in services due to natural disaster, terrorist acts, quarantines or other disruptions associated with infectious diseases, or economic or political difficulties in any of these countries or in Asia or for any other reason, such disruption would harm its business and results of operations. While the Company had begun to develop secondary manufacturing sources for certain products, Celestica’s facilities are currently the manufacturer for substantially all of these products, which means the Company is essentially sole-sourced for the manufacturing of such products, and if Celestica experiences an interruption in operations, suffers from capacity constraints, which may include constraints based on production demands from the Company as it grows its business, or is otherwise unable to meet the Company’s current or future production requirements the Company would experience a delay or inability to ship its products, which would have an immediate negative impact on its revenues. Moreover, any incapacitation of any of the Company’s or its subcontractors’ manufacturing sites, due to destruction, natural disaster or similar events could result in a loss of product inventory. As a result of any of the foregoing, the Company may not be able to meet demand for its products, which could negatively affect revenues in the quarter of the disruption or longer depending upon the magnitude of the event, and could harm its reputation. In addition, operating in the international environment exposes the Company to certain inherent risks, including unexpected changes in regulatory requirements and tariffs, difficulties in staffing and managing foreign operations and potentially adverse tax consequences, all of which could harm the Company’s business and results of operations.
The Company’s cash, cash equivalents and investments are maintained with a limited number of investment management companies and commercial banks and their international affiliates, and are invested in the form of demand deposit accounts, time deposits, savings accounts, money market accounts, corporate debt securities, government securities and municipal securities. Deposits in any one financial institution may exceed the amount of insurance provided on such deposits and not all deposits and investments are covered by insurance.
The Company markets its products to distributors and end-users throughout the world. Management performs ongoing credit evaluations of the Company’s customers and maintains an allowance for potential credit losses. The Company’s credit risk may increase with the expansion of Polycom’s product offerings as customers place larger orders for initial stocking orders and its growth in emerging markets. There can be no assurance that the Company’s credit loss experience will remain at or near historical levels. At December 31, 2013, one customer from the Americas segment, ScanSource Communications, accounted for 11% of total gross accounts receivable. At December 31, 2012, no single customer accounted for more than 10% of gross accounts receivable.
The Company has purchased licenses for technology incorporated in its products. The value of these long-term assets is monitored for any impairment and if it is determined that a write-down is necessary, this charge could have a material adverse effect on the Company’s consolidated results of operations, financial position or cash flows. There were no such charges in 2013, 2012 and 2011.
|
11. Commitments and Contingencies:
Litigation and SEC Investigation:
From time to time, the Company is involved in claims and legal proceedings that arise in the ordinary course of business. The Company expects that the number and significance of these matters will increase over time. In particular, the Company expects to face an increasing number of patent and other intellectual property claims as the number of products and competitors in Polycom’s industry grows and the functionality of video, voice, data and web conferencing products overlap. Any claims or proceedings against the Company, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into royalty or licensing agreements which, if required, may not be available on terms favorable to us or at all. If management believes that a loss arising from these matters is probable and can be reasonably estimated, the Company will record a reserve for the loss. As additional information becomes available, any potential liability related to these matters is assessed and the estimates revised. Based on currently available information, management does not believe that the ultimate outcomes of these unresolved matters, individually and in the aggregate, are likely to have a material adverse effect on the Company’s financial position, liquidity or results of operations. However, litigation is subject to inherent uncertainties, and our view of these matters may change in the future. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on our financial position and results of operations or liquidity for the period in which the unfavorable outcome occurs or becomes probable, and potentially in future periods.
Following the July 23, 2013 announcement regarding the departure of the Company’s former CEO, the SEC initiated an investigation, a class action lawsuit was filed, and two derivative lawsuits were filed, all as described below.
SEC Investigation
In July 2013, the Company was informed that the SEC was investigating the Audit Committee’s review of Mr. Miller’s expenses and his resignation. The investigation is ongoing, and the SEC has requested information from the Company. The Company is cooperating with the investigation.
Class Action Lawsuit
On July 26, 2013, a purported shareholder class action suit was filed in the United States District Court for the Northern District of California against Polycom and certain of its current and former officers and directors. The lawsuit alleges that, between July 24, 2012 and July 23, 2013, Polycom issued materially false and misleading statements or failed to disclose information regarding Polycom’s business, operational and compliance policies, including with respect to its former Chief Executive Officer’s expense submissions and the Company’s internal controls, alleges that the Company’s financial statements were materially false and misleading, and alleges violations of the federal securities laws and seeks unspecified compensatory damages and other relief. On December 13, 2013, the Court appointed a lead plaintiff and approved lead and liaison counsel. Pursuant to the schedule entered by the Court, the lead plaintiff will file an amended consolidated complaint by February 24, 2014. At this time, the Company is unable to estimate any range of reasonably possible loss relating to the action.
Derivative Lawsuits
On August 21, 2013 and October 16, 2013, two purported shareholder derivative suits were filed in the United States District Court for the Northern District of California against certain of Polycom’s current and former officers and directors. On October 31, 2013, these two federal derivative actions were consolidated into one case. Plaintiffs have designated an operative complaint. On February 7, 2014, the Company filed motions to dismiss the complaint.
On November 22, 2013 and December 13, 2013, two purported shareholder derivative suits were filed in the Superior Court of California, County of Santa Clara, against certain of the Company’s current and former officers and directors. On January 31, 2014, these two California state derivative actions were consolidated into one case. Pursuant to the schedule entered by the Court, plaintiffs will file or designate an operative complaint by March 17, 2014.
The Federal and California state consolidated derivative lawsuits purport to assert claims on behalf of the Company, which is named as a nominal defendant in the actions. The complaints allege claims for breach of fiduciary duty, unjust enrichment, and corporate waste, and allege certain defendants failed to maintain adequate internal controls and issued, or authorized the issuance of, materially false and misleading statements, including with respect to Polycom’s former Chief Executive Officer’s expense submissions and the Company’s internal controls. The complaints further allege that certain defendants approved an unjustified separation agreement and caused Polycom to repurchase its own stock at artificially inflated prices. The complaints seek unspecified compensatory damages, corporate governance reforms, and other relief. At this time, the Company is unable to estimate any range of reasonably possible loss relating to the actions.
Standby Letters of Credit:
The Company has standby letters of credit totaling approximately $7.3 million and $7.6 million at December 31, 2013 and 2012, respectively.
License Agreements:
The Company enters into various license agreements in the normal course of business and the cost of these agreements are amortized over the expected life of the respective agreements. The cost of these agreements and the amounts amortized in the years presented, both combined and individually, are not significant.
Leases:
The Company leases certain office facilities and equipment under noncancelable operating leases expiring between 2014 and 2023. As of December 31, 2013, the following future minimum lease payments are due under the current lease obligations (in thousands). There were no sublease income assumptions included in the future minimum lease payments, as the amounts are not material. In addition to these minimum lease payments, the Company is contractually obligated under the majority of its operating leases to pay certain operating expenses during the term of the lease such as maintenance, taxes and insurance.
|
|
Minimum |
|
|
Year Ending December 31, |
|
|
|
|
2014 |
|
$ |
32,637 |
|
2015 |
|
|
27,294 |
|
2016 |
|
|
20,125 |
|
2017 |
|
|
17,701 |
|
2018 |
|
|
15,592 |
|
Thereafter |
|
|
48,839 |
|
Total |
|
$ |
162,188 |
|
Rent expense, including the effect of any future rent escalations or rent holiday periods, is recognized on a straight-line basis over the term of the lease, which is deemed to commence upon the Company gaining access and control of the facility. Rent expense for the years ended December 31, 2013, 2012, and 2011 was $32.2 million, $32.8 million, and $28.5 million, respectively. The difference between the monthly contractual rental payment and the straight-line monthly lease obligation for a multi-year lease agreement is accounted for as a deferred lease obligation. The short-term deferred lease obligation included in other accrued liabilities was $1.0 million and less than $0.1 million as of December 31, 2013 and 2012, respectively. The long-term deferred lease obligation included in other long-term liabilities was $16.0 million and $11.3 million as of December 31, 2013 and 2012, respectively. In the event the Company does not exercise its option to extend the term of any of its leases, or when any of these leases expire, the Company may incur certain costs to restore the properties to conditions in place at the time of commencement of the lease. The Company is unable to estimate the fair value of these restoration costs as these costs cannot be determined until the end of the lease term and at times can be based on the landlord’s discretion and subsequent negotiations between the landlord and the Company. However, the Company does not believe that these costs would be significant.
|
12. Foreign Currency Derivatives:
The Company maintains a foreign currency risk management program that is designed to reduce the volatility of the Company’s economic value from the effects of unanticipated currency fluctuations. International operations generate both revenues and costs denominated in foreign currencies. The Company’s policy is to hedge significant foreign currency revenues and costs to improve margin visibility and reduce earnings volatility associated with unexpected changes in currency.
Non-Designated Hedges
The Company hedges its net foreign currency monetary assets and liabilities monthly, primarily resulting from foreign currency denominated receivables and payables with foreign exchange forward contracts to reduce the risk that the Company’s earnings and cash flows will be adversely affected by changes in foreign currency exchange rates. These derivative instruments are carried at fair value with changes in the fair value recorded as interest and other income (expense), net. These derivative instruments do not subject the Company to material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are intended to offset remeasurement gains and losses on the hedged assets and liabilities. The Company executes non-designated foreign exchange forward contracts primarily denominated in Euros, British Pounds, Israeli Shekels, Brazilian Reais, Japanese Yen, and Mexican Pesos.
The following table summarizes the Company’s notional position by currency, and approximate U.S. dollar equivalent, at December 31, 2013 of the outstanding non-designated hedges (foreign currency and dollar amounts in thousands):
|
|
Original Maturities |
|
|
Original Maturities |
|
||||||||||||||||||
|
|
Foreign |
|
|
USD |
|
|
Positions |
|
|
Foreign |
|
|
USD |
|
|
Positions |
|
||||||
Brazilian Real |
|
|
3,022 |
|
|
$ |
1,290 |
|
|
|
Buy |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Brazilian Real |
|
|
8,460 |
|
|
$ |
3,557 |
|
|
|
Sell |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
British Pound |
|
|
3,978 |
|
|
$ |
6,540 |
|
|
|
Buy |
|
|
|
10,595 |
|
|
$ |
16,750 |
|
|
|
Buy |
|
British Pound |
|
|
2,338 |
|
|
$ |
3,863 |
|
|
|
Sell |
|
|
|
13,176 |
|
|
$ |
20,422 |
|
|
|
Sell |
|
Euro |
|
|
2,983 |
|
|
$ |
4,110 |
|
|
|
Buy |
|
|
|
11,608 |
|
|
$ |
15,640 |
|
|
|
Buy |
|
Euro |
|
|
6,463 |
|
|
$ |
8,892 |
|
|
|
Sell |
|
|
|
48,654 |
|
|
$ |
65,842 |
|
|
|
Sell |
|
Israeli Shekel |
|
|
22,156 |
|
|
$ |
6,394 |
|
|
|
Buy |
|
|
|
49,055 |
|
|
$ |
13,103 |
|
|
|
Buy |
|
Israeli Shekel |
|
|
58,148 |
|
|
$ |
16,670 |
|
|
|
Sell |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Japanese Yen |
|
|
333,876 |
|
|
$ |
3,180 |
|
|
|
Buy |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Japanese Yen |
|
|
741,012 |
|
|
$ |
7,137 |
|
|
|
Sell |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Mexican Peso |
|
|
9,289 |
|
|
$ |
710 |
|
|
|
Buy |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Mexican Peso |
|
|
20,547 |
|
|
$ |
1,564 |
|
|
|
Sell |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
The following table shows the effect of the Company’s non-designated hedges in the consolidated statement of operations for the twelve months ended December 31, 2013 (in thousands):
Derivatives Not Designated as Hedging |
|
Location of Gain or (Loss) |
|
Amount of Gain or (Loss) |
Foreign exchange contracts |
|
Interest and other income (expense), net |
|
$(411) |
Cash Flow Hedges
The Company’s foreign exchange risk management program objective is to reduce volatility in the Company’s economic value from unanticipated foreign currency fluctuations. The Company designates forward contracts as cash flow hedges of foreign currency revenues and expenses, primarily the Chinese Yuan, Euro, British Pound and Israeli Shekel. All foreign exchange contracts are carried at fair value on the consolidated balance sheets and the maximum duration of foreign exchange forward contracts do not exceed thirteen months. Speculation is prohibited by policy.
To receive hedge accounting treatment, all cash flow hedging relationships are formally designated at hedge inception, and tested both prospectively and retrospectively to ensure the forward contracts are highly effective in offsetting changes to future cash flows on the hedged transactions. The Company records effective spot to spot changes in these cash flow hedges in accumulated other comprehensive income until they are reclassified to revenue, cost of revenues, or operating expenses together with the hedged transaction. The time value on forward contracts is excluded from effectiveness testing and recorded in interest and other income (expense), net over the life of the contract together with any ineffective portion of the hedge.
The following tables show the effect of the Company’s derivative instruments designated as cash flow hedges in the Consolidated Statements of Operations (in thousands):
|
|
Year Ended December 31, 2013 |
|
|||||||||||||||
|
|
Gain or (Loss) |
|
|
Location of Gain or (Loss) |
|
Gain or (Loss) |
|
|
Location of Gain or (Loss) |
|
|
Gain or (Loss) |
|
||||
Foreign exchange contracts |
|
$ |
1,374 |
|
|
Product revenues |
|
$ |
207 |
|
|
|
Interest and other income (expense), net |
|
|
$ |
368 |
|
|
|
|
|
|
|
Cost of revenues |
|
|
279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and |
|
|
1,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
164 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,374 |
|
|
|
|
$ |
2,308 |
|
|
|
|
|
|
$ |
368 |
|
|
|
Year Ended December 31, 2012 |
|
|||||||||||||||
|
|
Gain or (Loss) |
|
|
Location of Gain or (Loss) |
|
Gain or (Loss) |
|
|
Location of Gain or (Loss) |
|
|
Gain or (Loss) |
|
||||
Foreign exchange contracts |
|
$ |
1,018 |
|
|
Product revenues |
|
$ |
7,133 |
|
|
|
Interest and other income (expense), net |
|
|
$ |
42 |
|
|
|
|
|
|
|
Cost of revenues |
|
|
(607 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
(974 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and |
|
|
(774 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and |
|
|
(1,044 |
) |
|
|
|
|
|
|
|
|
Total |
|
$ |
1,018 |
|
|
|
|
$ |
3,734 |
|
|
|
|
|
|
$ |
42 |
|
(a) | For the year ended December 31, 2013, there were no gains or losses for the ineffective portion. For the year ended December 31, 2012, the loss recorded for the ineffective portion was immaterial. |
As of December 31, 2013, the Company estimated all values reported in accumulated other comprehensive income will be reclassified to income within the next twelve months.
In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the related hedge gains and losses on the cash flow hedge would be immediately reclassified to interest and other income (expense), net on the consolidated statements of operations. For the years ended December 31, 2013 and 2012, there were no such gains or losses.
The following table summarizes the Company’s notional position by currency, and approximate U.S. dollar equivalent, at December 31, 2013 of the outstanding cash flow hedges, all of which are carried at fair value on the consolidated balance sheet (foreign currency and dollar amounts in thousands):
|
|
Original Maturities |
|
|
Original Maturities |
|
||||||||||||||||||
|
|
Foreign |
|
|
USD |
|
|
Positions |
|
|
Foreign |
|
|
USD |
|
|
Positions |
|
||||||
Chinese Yuan |
|
|
91,600 |
|
|
$ |
14,973 |
|
|
|
Buy |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Euro |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
25,192 |
|
|
$ |
33,301 |
|
|
|
Buy |
|
Euro |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
54,146 |
|
|
$ |
71,802 |
|
|
|
Sell |
|
British Pound |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
20,705 |
|
|
$ |
32,115 |
|
|
|
Buy |
|
British Pound |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
18,824 |
|
|
$ |
29,421 |
|
|
|
Sell |
|
Israeli Shekel |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
87,345 |
|
|
$ |
24,085 |
|
|
|
Buy |
|
The estimates of fair value are based on applicable and commonly quoted prices and prevailing financial market information as of December 31, 2013. See Note 9 of Notes to Consolidated Financial Statements for additional information on the fair value measurements for all financial assets and liabilities, including derivative assets and derivative liabilities that are measured at fair value in the Consolidated Financial Statements on a recurring basis. The following table sets forth the Company’s derivative instruments measured at gross fair value as reflected in the consolidated balance sheets as of December 31, 2013 and 2012 (in thousands):
|
|
December 31, 2013 |
|
|
December 31, 2012 |
|
||||||||||
|
|
Fair Value of |
|
|
Fair Value of Derivatives |
|
|
Fair Value of |
|
|
Fair Value of Derivatives |
|
||||
Derivative assets(a): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
$ |
4,457 |
|
|
$ |
2,291 |
|
|
$ |
2,992 |
|
|
$ |
1,166 |
|
Derivative liabilities(b): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
$ |
4,235 |
|
|
$ |
2,545 |
|
|
$ |
1,760 |
|
|
$ |
1,513 |
|
(a) | All derivative assets are recorded as prepaid expenses and other current assets in the Consolidated Balance Sheets. |
(b) | All derivative liabilities are recorded as other accrued liabilities in the Consolidated Balance Sheets. |
Offsetting Derivative Assets and Liabilities
The Company has entered into master netting arrangements with each of its derivative counterparties. These arrangements afford the right to net derivative assets against liabilities with the same counterparty. Under certain default provisions, the Company has the right to setoff any other amounts payable to the payee whether or not arising under this agreement. As a result of the netting provisions, the Company’s maximum amount of loss under derivative transactions due to credit risk is limited to the net amounts due from the counterparties under the derivative contracts. Although netting is permitted, it is currently the Company’s policy and practice to record all derivative assets and liabilities on a gross basis in the consolidated balance sheets.
The following table sets forth the offsetting of derivative assets as of December 31, 2013 and 2012 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Gross |
|
|
Net Amounts |
|
|
Gross Amounts Not Offset in the |
|
||||||||||||
|
|
Gross |
|
|
Amounts |
|
|
Of Assets |
|
|
Consolidated Balance Sheets |
|
||||||||||||
|
|
Amounts of |
|
|
Offset in the |
|
|
Presented In the |
|
|
|
|
|
Cash |
|
|
|
|
||||||
|
|
Recognized |
|
|
Consolidated |
|
|
Consolidated |
|
|
Financial |
|
|
Collateral |
|
|
Net |
|
||||||
|
|
Assets |
|
|
Balance Sheets |
|
|
Balance Sheets |
|
|
Instruments |
|
|
Pledged |
|
|
Amount |
|
||||||
As of December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
$ |
6,748 |
|
|
$ |
— |
|
|
$ |
6,748 |
|
|
$ |
(5,643 |
) |
|
$ |
— |
|
|
$ |
1,105 |
|
As of December 31, 2012: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
$ |
4,158 |
|
|
$ |
— |
|
|
$ |
4,158 |
|
|
$ |
(3,227 |
) |
|
$ |
— |
|
|
$ |
931 |
|
The following table sets forth the offsetting of derivative liabilities as of December 31, 2013 and 2012 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Gross |
|
|
Net Amounts |
|
|
Gross Amounts Not Offset in the |
|
||||||||||||
|
|
Gross |
|
|
Amounts |
|
|
Of Assets |
|
|
Consolidated Balance Sheets |
|
||||||||||||
|
|
Amounts of |
|
|
Offset in the |
|
|
Presented In the |
|
|
|
|
|
Cash |
|
|
|
|
||||||
|
|
Recognized |
|
|
Consolidated |
|
|
Consolidated |
|
|
Financial |
|
|
Collateral |
|
|
Net |
|
||||||
|
|
Liabilities |
|
|
Balance Sheets |
|
|
Balance Sheets |
|
|
Instruments |
|
|
Pledged |
|
|
Amount |
|
||||||
As of December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
$ |
6,780 |
|
|
$ |
— |
|
|
$ |
6,780 |
|
|
$ |
(5,643 |
) |
|
$ |
— |
|
|
$ |
1,137 |
|
As of December 31, 2012: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
$ |
3,273 |
|
|
$ |
— |
|
|
$ |
3,273 |
|
|
$ |
(3,227 |
) |
|
$ |
— |
|
|
$ |
46 |
|
|
13. Stockholders’ Equity and Stock-based Employee Benefit Plans:
Share Repurchase Programs:
From time to time, the Company’s Board of Directors has approved plans under which the Company may at its discretion purchase shares of its common stock in the open market or through privately negotiated transactions. During the years ended December 31, 2013 and 2012, the Company purchased 45.2 million shares and 5.1 million shares, respectively, of common stock for cash of $502.3 million and $55.0 million, respectively. The purchase price for the shares of the Company’s stock repurchased is recorded as a reduction to stockholders’ equity. The excess of the cost of treasury stock that is retired over the fair value based on the calculated average price in equity is recorded as a charge to retained earnings.
In September 2013, the Company announced that its Board of Directors had authorized the repurchase of $400.0 million, or approximately 20 percent, of the Company’s outstanding common stock (“Return of Capital Program”), through a $250.0 million modified “Dutch Auction” self-tender offer (the “Tender Offer”) and subsequent open market purchases or privately negotiated transactions. The Company funded the program with $150.0 million in cash and its $250.0 million Term Loan (see Note 8).
Modified “Dutch Auction” Self-Tender Offer
The Tender Offer expired on October 30, 2013. The Company accepted for payment an aggregate of 27.4 million shares of its common stock at a purchase price of $10.40 per share, for an aggregate cost of approximately $285.4 million, excluding fees and expenses relating to the Tender Offer. The excess of the purchase price over the fair value on the date the shares were tendered was not material and no charge was recorded in the Company’s Consolidated Statements of Operations. The costs associated with the Tender Offer were accounted for as an adjustment to the stockholder’s equity.
Accelerated Share Repurchase Agreements
On December 4, 2013, the Company entered into separate accelerated share repurchase (“ASR”) agreements with two financial institutions to repurchase an aggregate of $114.6 million of common stock as part of the concluding phase of the Company’s $400.0 million Return of Capital Program. Under the terms of the ASR agreements, the Company paid an aggregate $114.6 million of cash and received an initial delivery of approximately 8.0 million shares on December 5, 2013 that were valued at approximately $86.7 million, based on the closing price of the Company’s stock on the date of delivery. Those initially repurchased shares were retired and accounted for as a reduction to stockholder’s equity. The final number of shares to be repurchased will be based on the Company’s volume-weighted average stock price (“VWAP”) less an agreed upon discount during the term of the transactions. The purchase price for the shares to be settled pursuant to the holdback provision of the ASR agreements was approximately $27.9 million, based on the closing price of the Company’s stock on December 5, 2013, and was accounted for as a forward contract indexed to the Company’s own common stock, which was classified as an equity instrument and was recorded as a decrease in additional paid-in capital on the Consolidated Statements of Stockholders’ Equity. The costs associated with the ASR transactions were recorded as an adjustment to the stockholder’s equity. Additionally, the Company accounted for the ASR transactions as repurchases of common stock for the purpose of calculating its earnings per share. The transactions are expected to be completed by June 30, 2014 or earlier at the option of the counterparties, or later under certain circumstances. The terms of the ASR agreements are subject to changes if the Company were to enter into or announce certain types of transactions. If the Company is obligated to make an adjustment payment, based on the VWAP, to the counterparties upon settlement, the Company may elect to satisfy such obligation in cash or in shares of Polycom’s common stock.
Accumulated Other Comprehensive Income:
The following table summarizes the changes in accumulated other comprehensive income, net of tax, by component for the year ended December 31, 2013 (in thousands). The tax effects were not shown separately, as the impacts were not material.
|
|
Unrealized Gains and Losses on Cash |
|
|
Unrealized Gains and Losses on |
|
|
Foreign |
|
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2012 |
|
$ |
1,014 |
|
|
$ |
2 |
|
|
$ |
3,180 |
|
|
$ |
4,196 |
|
Other comprehensive income before reclassifications |
|
|
1,374 |
|
|
|
18 |
|
|
|
1,039 |
|
|
|
2,431 |
|
Amounts reclassified from accumulated other comprehensive income (a) |
|
|
(2,308 |
) |
|
|
53 |
|
|
|
— |
|
|
|
(2,255 |
) |
Net current-period other comprehensive income |
|
|
(934 |
) |
|
|
71 |
|
|
|
1,039 |
|
|
|
176 |
|
Balance as of December 31, 2013 |
|
$ |
80 |
|
|
$ |
73 |
|
|
$ |
4,219 |
|
|
$ |
4,372 |
|
(a) | See Note 12 for details of gains and losses, net of taxes, reclassified out of accumulated other comprehensive income into net income related to cash flow hedges and each line item of net income affected by the reclassification. Gains and losses related to available-for-sale securities were reclassified into interest and other income (expense), net in the Consolidated Statements of Operations, net of taxes. |
Stock Option Plans:
On May 26, 2011, stockholders approved the 2011 Equity Incentive Plan (“2011 Plan”) and reserved for issuance under the 2011 Plan 19,800,000 shares, terminating any remaining shares available for grant under the 2004 Equity Incentive Plan (“2004 Plan”) as of such date. To the extent any shares, not to exceed 13,636,548 shares, would be returned to the 2004 Plan or the 1996 Stock Incentive Plan (“1996 Plan”) as a result of expiration, cancellation or forfeiture, those shares instead are added to the reserve of shares available under the 2011 Plan.
Under the terms of the 2004 Plan and the 2011 Plan, options may not be granted at prices lower than fair market value at the date of grant. Options granted expire seven years from the date of grant and are only exercisable upon vesting. The Company settles employee stock option exercises with newly issued common shares. There were no options granted in 2013 and 2011. In 2012, the Company granted 479,571 non-qualified stock option shares to certain employees. Per the terms of the option grant, 50% of the options vest on the one year anniversary of the grant date and the remaining 50% will vest on the second anniversary of the grant date. The weighted-average estimated fair value of non-qualified stock options granted in 2012 was $4.45 per share.
Performance Shares and Restricted Stock Units:
The Compensation Committee of the Board of Directors may also grant performance shares and restricted stock units (“RSUs”) under the 2011 Plan to officers, non-employee directors, and certain other employees as a component of the Company’s broad-based equity compensation program. Performance shares represent a commitment by the Company to deliver shares of Polycom common stock at a future point in time, subject to the fulfillment by the Company of pre-defined performance criteria. Such awards will be earned only if performance targets over the performance periods established by or under the direction of the Compensation Committee are met. The number of performance shares subject to vesting is determined at the end of a given performance period. Generally, if the performance criteria are deemed achieved, performance shares will vest from one to three years from the anniversary of the grant date. RSUs are time-based awards that generally vest over a period of one to three years from the date of grant.
During 2013, 2012, and 2011, the Company granted performance shares to certain employees and executives which contain a market condition based on Total Shareholder Return (TSR) and which measure the Company’s relative performance against the NASDAQ Composite Index. Such performance shares will be delivered in common stock at the end of the vesting period based on the Company’s actual performance compared to the target performance criteria and may equal from zero percent (0%) to one hundred fifty percent (150%) of the target award. The fair value of a performance share with a market condition is estimated on the date of award, using a Monte Carlo simulation model to estimate the total return ranking of the Company’s stock among the NASDAQ Composite Index companies over each performance period.
The Company also granted RSUs during 2013, 2012 and 2011. The fair value of RSUs is based on the closing market price of the Company’s common stock on the date of award. The awards generally vest over one to three years in equal annual installments on each anniversary of the date of grant and will be delivered in common stock at the end of each vesting period. Stock-based compensation expense for the RSUs is recognized using the graded vesting method.
During 2013, 2012, and 2011, the Company granted non-employee directors annual awards of RSUs. The awards vest quarterly over approximately one year from the date of grant. The fair value of these awards is the closing market price of the Company’s common stock on the date of grant. Stock-based compensation expense for these awards is amortized over six months from the date of grant due to voluntary termination provisions contained in the underlying agreements.
Activity under the above plans for the year ended December 31, 2013 was as follows:
|
|
|
|
Outstanding Options |
|
|
|
|
|
Aggregate |
|
|||||||||
|
|
Shares |
|
|
Number of |
|
|
Weighted Avg |
|
|
Weighted Avg |
|
|
|
||||||
Balances, December 31, 2012 |
|
|
9,230,011 |
|
|
|
1,440,133 |
|
|
$ |
12.68 |
|
|
|
|
|
|
|
|
|
Additional shares available for grant (2) |
|
|
10,500,000 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Performance shares granted |
|
|
(3,202,038 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Performance shares forfeited |
|
|
3,808,784 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Restricted stock units granted |
|
|
(9,802,302 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Restricted stock units forfeited |
|
|
3,277,890 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Options granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
— |
|
|
|
(282,396 |
) |
|
$ |
10.10 |
|
|
|
|
|
|
|
|
|
Options forfeited |
|
|
460,519 |
|
|
|
(460,519 |
) |
|
$ |
12.80 |
|
|
|
|
|
|
|
|
|
Options expired |
|
|
(70 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Balances, December 31, 2013 |
|
|
14,272,794 |
|
|
|
697,218 |
|
|
$ |
13.64 |
|
|
|
|
|
|
|
|
|
Options vested and expected to vest as of December 31, 2013 (3) |
|
|
— |
|
|
|
689,924 |
|
|
$ |
13.66 |
|
|
|
2.73 |
|
|
$ |
36 |
|
(1) | For purposes of this table, shares are counted on a fungible basis for full value award activity. |
(2) | Approved by stockholders on June 5, 2013. |
(3) | Options expected to vest are the result of applying the pre-vesting forfeiture rate assumption to total outstanding options. |
The total pre-tax intrinsic value of options exercised during the years ended December 31, 2013, 2012 and 2011 was $0.3 million, $3.1 million and $19.3 million, respectively.
As of December 31, 2013, 2012, and 2011, 525,180, 963,873, and 1,644,733 outstanding options were exercisable at a weighted average exercise price of $14.31, $13.22, and $11.37, respectively.
The options outstanding and currently exercisable by exercise price at December 31, 2013, are as follows:
|
|
Stock Options Outstanding |
|
|
Stock Options Exercisable |
|
||||||||||||||||||
Range of Exercise Price |
|
Number |
|
|
Weighted |
|
|
Weighted |
|
|
Number |
|
|
Weighted |
|
|
Weighted |
|
||||||
$0.75-$0.75 |
|
|
3,477 |
|
|
|
2.44 |
|
|
$ |
0.75 |
|
|
|
3,100 |
|
|
|
|
|
|
$ |
0.75 |
|
$11.61-$11.61 |
|
|
351,818 |
|
|
|
5.02 |
|
|
$ |
11.61 |
|
|
|
180,157 |
|
|
|
|
|
|
$ |
11.61 |
|
$11.67-$16.65 |
|
|
198,133 |
|
|
|
0.66 |
|
|
$ |
14.72 |
|
|
|
198,133 |
|
|
|
|
|
|
$ |
14.72 |
|
$17.42-$17.42 |
|
|
143,790 |
|
|
|
0.10 |
|
|
$ |
17.42 |
|
|
|
143,790 |
|
|
|
|
|
|
$ |
17.42 |
|
|
|
|
697,218 |
|
|
|
2.76 |
|
|
$ |
13.64 |
|
|
|
525,180 |
|
|
|
1.97 |
|
|
$ |
14.31 |
|
The aggregate intrinsic value of stock options outstanding and stock options exercisable at December 31, 2013 was approximately $36,000 and $32,000, respectively.
As of December 31, 2013, total compensation cost related to nonvested stock options not yet recognized was $0.3 million, which is expected to be recognized over the next 5 months on a weighted-average basis.
The following table summarizes the changes in unvested performance shares and RSUs and non-employee director RSUs for 2013:
|
|
Number of |
|
|
Weighted Avg |
|
||
Unvested shares at December 31, 2012 |
|
|
8,305,508 |
|
|
$ |
17.03 |
|
Performance shares granted |
|
|
1,836,284 |
|
|
$ |
9.30 |
|
Restricted stock units granted (2) |
|
|
5,870,349 |
|
|
$ |
10.24 |
|
Performance shares vested and issued |
|
|
(156,128 |
) |
|
$ |
9.74 |
|
Restricted stock units vested and issued |
|
|
(2,672,336 |
) |
|
$ |
15.98 |
|
Performance shares forfeited |
|
|
(2,096,944 |
) |
|
$ |
15.95 |
|
Restricted stock units forfeited |
|
|
(1,881,271 |
) |
|
$ |
13.29 |
|
Unvested shares at December 31, 2013 |
|
|
9,205,462 |
|
|
$ |
12.59 |
|
(1) | For purposes of this table, shares are counted on a one-for-one basis, not on a fungible share counting basis. |
(2) | Includes 126,666 restricted stock units granted to non-employee directors. |
As of December 31, 2013, there was approximately $65.1 million of total unrecognized compensation cost related to unvested awards, which is expected to be recognized over a weighted-average period of 13 months. The total fair value of shares vested in 2013, 2012, and 2011 was $44.2 million, $43.4 million, and $36.6 million, respectively.
Employee Stock Purchase Plan:
During the third quarter of 2011, the Company revised the administration of its Employee Stock Purchase Plan (“ESPP”) from a six-month offering and purchase period to a two-year offering period with four six-month purchase periods. Under the current ESPP, the Company can grant stock purchase rights to all eligible employees during a two-year offering period with purchase dates at the end of each six-month purchase period (each January and July). Participants lock in a purchase price per share at the beginning of the offering period upon plan enrollment. If the stock price on any subsequent offering period enrollment date is less than the lock-in price, the ESPP has a reset feature that automatically withdraws and re-enrolls participants into a new two-year offering period. Further, the ESPP permits participants to increase or decrease contribution elections at the end of a purchase period for future purchase periods within the same offering period. Shares are purchased through employees’ payroll deductions, currently up to a maximum of 15% of employees’ compensation, at purchase prices equal to 85% of the lesser of the fair market value of the Company’s common stock at either the date of the employee’s entrance to the offering period or the purchase date. No participant may purchase more than $25,000 worth of common stock in any one calendar year period, or 10,000 shares of common stock on any one purchase date. As of December 31, 2013, there were 5,259,136 shares available to be issued under the ESPP. During 2013, 2012, and 2011, 2,904,287 shares, 1,867,683 shares, and 1,143,614 shares, respectively, were purchased at an average per share price of $7.41, $11.24, and $15.19, respectively.
The Company modified the terms of certain existing awards under its ESPP. The modifications that occurred in 2013 were due to increases in contribution elections for future purchase periods by certain participants, as well as a result of the stock price as of the new offering period date being lower than it was on the initial enrollment date, which triggered the reset and rollover feature of the ESPP and resulted in a cumulative $1.4 million of incremental expenses to be recognized over the vesting period. Approximately $7.9 million of incremental expenses (including those from modifications that occurred in 2012) was recognized in 2013. The modifications that occurred in 2012 were due to the stock price as of the new offering period date being lower than it was on the initial enrollment date, which triggered the reset and rollover feature of the ESPP and resulted in a cumulative $20.6 million of incremental expenses, $10.2 million of which was recognized in 2012. There were no such modifications in 2011.
Valuation and Information
Stock-based Compensation Expense
The following table summarizes stock-based compensation expense recorded and its allocation within the Consolidated Statements of Operations (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Cost of sales—product |
|
$ |
2,892 |
|
|
$ |
3,593 |
|
|
$ |
2,501 |
|
Cost of sales—service |
|
|
5,852 |
|
|
|
6,611 |
|
|
|
3,766 |
|
Stock-based compensation expense included in cost of sales |
|
|
8,744 |
|
|
|
10,204 |
|
|
|
6,267 |
|
Sales and marketing |
|
|
26,570 |
|
|
|
36,791 |
|
|
|
27,022 |
|
Research and development |
|
|
15,634 |
|
|
|
20,195 |
|
|
|
14,850 |
|
General and administrative |
|
|
13,517 |
|
|
|
21,571 |
|
|
|
15,714 |
|
Stock-based compensation expense included in operating expenses |
|
|
55,721 |
|
|
|
78,557 |
|
|
|
57,586 |
|
Stock-based compensation expense |
|
|
64,465 |
|
|
|
88,761 |
|
|
|
63,853 |
|
Less: tax benefit |
|
|
11,174 |
|
|
|
21,880 |
|
|
|
5,134 |
|
Stock-based compensation costs related to employee equity awards and employee stock purchases, net of tax |
|
$ |
53,291 |
|
|
$ |
66,881 |
|
|
$ |
58,719 |
|
Stock-based compensation expense is not allocated to segments because it is separately maintained at the corporate level. In 2013, the Company capitalized approximately $0.2 million of stock-based compensation costs in accordance with the Company’s accounting policy for software development costs. There were no such costs capitalized in 2012 and 2011.
Valuation Assumptions:
The weighted-average estimated fair value of stock options granted in 2012 was $4.45 per share. The Company did not grant any stock options in 2013 and 2011.
The fair value of each employee stock option grant was estimated on the date of grant using the Black-Scholes option valuation model based on the following assumptions:
|
|
2012 |
|
|
Expected volatility |
|
|
51.24 |
% |
Risk-free interest rate |
|
|
0.5 |
% |
Expected dividends |
|
|
— |
% |
Expected life (yrs) |
|
|
3.70 |
|
The estimated fair value per share of employee stock purchase rights granted pursuant to ESPP in 2013, 2012, and 2011 ranged from $2.60 to $4.57, from $2.69 to $8.40, and from $5.51 to $9.98, respectively, and was estimated on the date of grant using the Black-Scholes option valuation model based on the following assumptions:
|
|
2013 |
|
2012 |
|
2011 |
|||
Expected volatility |
|
42.40-48.89 |
% |
|
48.27-61.78 |
% |
|
39.57 |
% |
Risk-free interest rate |
|
0.08-0.35 |
% |
|
0.09-0.24 |
% |
|
0.24 |
% |
Expected dividends |
|
— |
% |
|
— |
% |
|
— |
% |
Expected life (yrs) |
|
0.5-2.0 |
|
|
0.5-2.0 |
|
|
1.03 |
|
The fair value of stock options and employee stock purchase rights is recognized as expense using the graded vesting method.
The Company computed its expected volatility assumption based on blended volatility (50% historical volatility and 50% implied volatility). The selection of the blended volatility assumption was based upon the Company’s assessment that blended volatility is more representative of the Company’s future stock price trends as it weighs in the longer term historical volatility with the near term future implied volatility.
The risk-free interest rate assumption is based upon published interest rates appropriate for the expected life of the Company’s employee stock options and stock purchase rights.
The dividend yield assumption is based on the Company’s history of not paying dividends and no future expectations of dividend payouts.
The expected life of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding and 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 as influenced by changes to the terms of its stock-based awards. The expected life of employee stock purchase rights represents the contractual terms of the underlying program.
As the stock-based compensation expense recognized in the Consolidated Statements of Operations is based on awards ultimately expected to vest, such amounts have been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant based on the Company’s historical experience and revised in subsequent periods if actual forfeitures differ from those estimates.
|
14. Employee Benefits Plans:
401(k) Plan:
The Company has a 401(k) Plan (the Polycom 401(k) Plan), which covers the majority of employees in the United States. Each eligible employee may elect to contribute to the Polycom 401(k) Plan, through payroll deductions, the lesser of 60% of their eligible compensation or $17,500 in 2013, subject to current statutory limitations. The Company does not offer its own stock as an investment option in the Polycom 401(k) Plan. The Company, at the discretion of the Board of Directors, may make matching contributions to the Polycom 401(k) Plan. The Company matches in cash 50% of the first 6% of compensation employees contribute to the Polycom 401(k) Plan, up to a certain maximum per participating employee per year. For the 2013, 2012, and 2011 fiscal years, the maximum Company cash match was $2,000 per participating employee per year. The Polycom 401(k) Plan provides that employees who are projected to be age 50 or older by the end of each year and have elected to contribute to the Polycom 401(k) Plan may also make a catch-up contribution of up to $5,500.
The Company’s contributions to the Polycom 401(k) Plan totaled approximately $3.0 million in each year of 2013, 2012, and 2011.
|
15. Income Taxes:
Income tax expense (benefit) consists of the following (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
2013 |
|
|
2012 |
|
|
2011 |
|
||||
Income tax expense from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
(953 |
) |
|
$ |
44,569 |
|
|
$ |
3,825 |
|
State |
|
|
(72 |
) |
|
|
3,283 |
|
|
|
2,240 |
|
Foreign |
|
|
8,604 |
|
|
|
9,488 |
|
|
|
6,445 |
|
|
|
|
7,579 |
|
|
|
57,340 |
|
|
|
12,510 |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(10,715 |
) |
|
|
(13,372 |
) |
|
|
(3,528 |
) |
State |
|
|
(818 |
) |
|
|
(1,308 |
) |
|
|
433 |
|
Foreign |
|
|
285 |
|
|
|
(3,193 |
) |
|
|
(3,191 |
) |
|
|
|
(11,248 |
) |
|
|
(17,873 |
) |
|
|
(6,286 |
) |
Total income tax expense (benefit) from continuing operations |
|
$ |
(3,669 |
) |
|
$ |
39,467 |
|
|
$ |
6,224 |
|
Income tax expense (benefit) from discontinued operations |
|
$ |
96 |
|
|
$ |
(29,311 |
) |
|
$ |
6,160 |
|
Included in income tax (benefit) expense from discontinued operations in 2012 is a tax benefit of $35.4 million recorded on the sale of the Company’s EWS business, as discussed in Note 3.
Income from continuing operations before income taxes is categorized geographically as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
2013 |
|
|
2012 |
|
|
2011 |
|
||||
United States |
|
$ |
(17,823 |
) |
|
$ |
(37,025 |
) |
|
$ |
25,394 |
|
Foreign |
|
|
(4,381 |
) |
|
|
39,523 |
|
|
|
105,760 |
|
Total income (loss) from continuing operations before income taxes |
|
$ |
(22,204 |
) |
|
$ |
2,498 |
|
|
$ |
131,154 |
|
The Company’s tax provision from continuing operations differs from the provision computed using statutory tax rates as follows (in thousands):
|
|
Year ended December 31, |
|
|||||||||
|
2013 |
|
|
2012 |
|
|
2011 |
|
||||
Federal tax at statutory rate |
|
$ |
(7,771 |
) |
|
$ |
2,194 |
|
|
$ |
46,827 |
|
State taxes, net of federal benefit |
|
|
(1,571 |
) |
|
|
2,354 |
|
|
|
2,673 |
|
Non-deductible share based compensation |
|
|
2,900 |
|
|
|
6,143 |
|
|
|
3,467 |
|
Foreign income at tax rates different than U.S. rates |
|
|
7,104 |
|
|
|
(10,176 |
) |
|
|
(37,980 |
) |
Changes in reserves for uncertain tax positions |
|
|
(2,497 |
) |
|
|
(3,926 |
) |
|
|
(8,852 |
) |
Research and development tax credit |
|
|
(4,243 |
) |
|
|
(268 |
) |
|
|
(3,008 |
) |
Domestic production activities deduction |
|
|
(757 |
) |
|
|
(1,136 |
) |
|
|
(574 |
) |
Gain on intercompany debt |
|
|
— |
|
|
|
36,163 |
|
|
|
— |
|
Non-deductible executive compensation |
|
|
460 |
|
|
|
358 |
|
|
|
438 |
|
Subpart F income |
|
|
716 |
|
|
|
657 |
|
|
|
657 |
|
Non-deductible acquisition and divestiture costs |
|
|
(355 |
) |
|
|
4,782 |
|
|
|
1,025 |
|
Sale of intellectual property |
|
|
2,947 |
|
|
|
2,356 |
|
|
|
1,424 |
|
Foreign tax credit |
|
|
(359 |
) |
|
|
(264 |
) |
|
|
(211 |
) |
Other |
|
|
(243 |
) |
|
|
230 |
|
|
|
338 |
|
Tax provision (benefit) |
|
$ |
(3,669 |
) |
|
$ |
39,467 |
|
|
$ |
6,224 |
|
During 2012, the Company implemented a global restructuring program that was designed to accommodate the trend toward more software and virtual based solutions versus a traditional hardware distribution model. As part of the restructuring, $38.8 million in federal and state taxes were recorded in 2012 on the financing of the global restructuring.
The tax effects of temporary differences that give rise to the deferred tax assets (liabilities) are presented below (in thousands):
|
|
December 31, |
|
|||||
|
2013 |
|
|
2012 |
|
|||
Property and equipment, net, principally due to differences in depreciation |
|
$ |
6,508 |
|
|
$ |
8,208 |
|
Capitalized research and development costs |
|
|
425 |
|
|
|
504 |
|
Acquired intangibles |
|
|
3,742 |
|
|
|
2,274 |
|
Inventory |
|
|
6,910 |
|
|
|
5,887 |
|
Restructuring reserves |
|
|
10,214 |
|
|
|
2,851 |
|
Deferred revenue |
|
|
13,699 |
|
|
|
13,964 |
|
Other reserves |
|
|
17,570 |
|
|
|
16,442 |
|
Share-based compensation |
|
|
15,906 |
|
|
|
20,065 |
|
Net operating loss and capital loss carryforwards |
|
|
2,511 |
|
|
|
3,302 |
|
Tax credit carryforwards |
|
|
16,457 |
|
|
|
12,977 |
|
Deferred tax asset |
|
|
93,942 |
|
|
|
86,474 |
|
Acquired intangibles |
|
|
(2,249 |
) |
|
|
(6,226 |
) |
Net deferred tax asset before valuation allowance |
|
$ |
91,693 |
|
|
$ |
80,248 |
|
Valuation allowance |
|
|
(3,359 |
) |
|
|
(3,161 |
) |
Net deferred tax asset, net of valuation allowance |
|
$ |
88,334 |
|
|
$ |
77,087 |
|
As of December 31, 2013, the Company had approximately $1.3 million in tax effected net operating loss carryforwards, $1.2 million in tax effected capital loss carryforwards, and $16.5 million in tax effected credit carryforwards. All of the net operating loss carryforwards and $0.1 million in credits relate to acquisitions and, as a result, are limited in the amount that can be recognized in any one year. The capital loss and net operating loss carryforward assets and tax credit carryforwards begin to expire in 2015. Included in the net deferred tax asset balance is a $3.4 million valuation allowance, $2.9 million of which relates to research credits in a jurisdiction with a history of credits in excess of taxable profits, and $0.5 million of which relates to foreign tax credit carryforwards.
The Company provides for U.S. income taxes on the earnings of foreign subsidiaries unless they are considered permanently invested outside of the U.S. At December 31, 2013, the cumulative amount of earnings upon which U.S. income tax has not been provided is approximately $304.4 million. It is not practicable to determine the income tax liability that might be incurred if these earnings were to be repatriated to the U.S.
Excess tax benefits associated with stock option exercises are credited to stockholders’ equity. The reductions of income taxes payable resulting from the exercise of employee stock options and other employee stock programs that were credited to stockholders’ equity were approximately $5.1 million and $13.7 million for the years ended December 31, 2012, and 2011, respectively.
The Company has been granted a beneficial tax status by the Israeli tax authorities for income earned in Israel. Under the terms, the Company is eligible for significant tax rate reductions following the first year in which the Company has Israeli taxable income after consideration of tax losses carried forward. The tax rates for 2013, 2012 and 2011 were 9.1%, 5.0% and 3.8%, respectively. The Company successfully applied for an extension of the beneficial tax status in 2012 and has been granted tax rate reductions effective through 2021. The Company realized tax savings of $0.1 million in 2013, $4.8 million in 2012 ($0.03 per diluted share) and $5.2 million in 2011 ($0.03 per diluted share). There was no material impact on earnings per share for the Israel tax savings in 2013. The reduced tax rates, as well as other tax benefits, are conditional upon the Company fulfilling the terms stipulated under the Israeli law for the Encouragement of Capital Investments of 1959.
Effective 2008, the Company has been granted a beneficial tax status by the Singapore Economic Development Board for income earned in Singapore. Under the terms, the Company is eligible for a tax rate reduction from 17% to 10% on qualified income. The reduced tax rate is conditional upon fulfillment of the terms stipulated by the Singapore Economic Development Board and is currently effective through 2013. In 2013, the Company was granted an extension of the beneficial tax status for subsequent periods through 2015. The Company expects to reapply for subsequent periods after expiration. The tax savings realized were $0.3 million in 2013, $0.6 million in 2012, and $0.5 million in 2011. The tax holiday in Singapore did not have a material impact on earnings per share.
In addition, beginning in 2008, the Company’s subsidiary in China was granted High-New Technology Enterprise (“HNTE”) Recognition under which the Company’s tax rate is reduced from 25% to 15%. The tax savings realized were $1.1 million in 2013 ($0.01 per diluted share) and $0.7 million in 2011. There were no tax savings in 2012. From 2014 the Company may not qualify for the HNTE status and will apply for recognition as a Total Advisory Services Corporation (“TASC”). The rate reduction would be from 25% to 15%. The tax holiday in China did not have a material impact on earnings per share unless noted.
Also in 2008, the Company’s subsidiary in Thailand was granted Regional Headquarters Status (“RHS”). Under the RHS status, the statutory tax rate of 20% was reduced to 10% in 2013, from 23% to 10% in 2012, and from 30% to 10% in 2011. The associated tax savings were $0.2 million in 2013, $0.3 million in 2012, and $0.5 million in 2011. The beneficial tax status for Thailand will remain in effect as long as the Company meets the statutory requirements for qualification. The tax holiday in Thailand did not have a material impact on earnings per share for any year.
In 2013, the Company recorded reserve reductions of $2.4 million, all of which were due to the expiration of statutes of limitation in both the U.S and foreign jurisdictions.
In 2012, the Company recorded reserve reductions of $10.0 million, $0.8 million of which was paid in settlement of a multi-year state tax audit, and $5.7 million of which was due to a reduction in unrecognized tax benefits for research credits from acquired companies. The expiration of statutes of limitation in both the U.S. and foreign jurisdictions also resulted in reserve releases of $3.5 million.
In 2011, the Company recorded reserve releases of $8.1 million, $6.9 million of which was due to the resolution of multi-year tax audits. The expiration of statutes of limitation in both the U.S. and foreign jurisdictions resulted in reserve releases of $0.8 million, and $0.4 million in reserve releases was due to changes in foreign exchange rates.
The aggregate changes in the balance of the Company’s gross unrecognized tax benefits were as follows for the periods indicated (in thousands):
|
|
December 31, |
|
|||||||||
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Beginning balance |
|
$ |
23,049 |
|
|
$ |
32,408 |
|
|
$ |
36,923 |
|
Additions based on tax positions taken during a prior period |
|
|
— |
|
|
|
304 |
|
|
|
1,130 |
|
Reductions based on tax positions taken during a prior period |
|
|
— |
|
|
|
(5,690 |
) |
|
|
(415 |
) |
Additions based on tax positions taken during the current period |
|
|
1,414 |
|
|
|
310 |
|
|
|
2,411 |
|
Reductions related to settlement of tax matters |
|
|
— |
|
|
|
(807 |
) |
|
|
(6,873 |
) |
Reductions related to a lapse of applicable statute of limitations |
|
|
(2,451 |
) |
|
|
(3,476 |
) |
|
|
(768 |
) |
Ending balance |
|
$ |
22,012 |
|
|
$ |
23,049 |
|
|
$ |
32,408 |
|
Included in the balance as of December 31, 2013 is $22.0 million of unrecognized tax benefits which would affect income tax expense if recognized.
The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of both December 31, 2013 and 2012, the Company had approximately $1.5 million of accrued interest and penalties related to uncertain tax positions.
By the end of 2014, uncertain tax positions may be reduced as a result of a lapse of the applicable statutes of limitations or the resolutions of ongoing audits in various jurisdictions. The Company anticipates that the reduction in 2014 will approximate $0.9 million and the reserve releases would be recorded as adjustments to tax expense in the period released.
The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal and state income tax examinations by tax authorities for years prior to 2010. Foreign income tax matters for most foreign jurisdictions have been concluded for years through 2007 except Hong Kong and Singapore, which have been concluded for years through 2006 and India, which is closed for years up through March 1, 2004; Brazil, China, and Israel, which have been concluded for years through 2008 and France and the United Kingdom which have been concluded for years through 2009.
|
17. Business Segment Information:
The Company conducts its business globally and is managed geographically in three segments: (1) Americas, which consist of North America and CALA reporting units, (2) EMEA and (3) APAC. The segments are determined in accordance with how management views and evaluates the Company’s business and allocates its resources, and based on the criteria as outlined in the authoritative guidance. Effective January 1, 2013, the Company began to allocate certain service costs previously reported within the Americas segment into both the EMEA and APAC segments in order to more appropriately align costs among the segments with the associated revenues. As such, all prior periods reported were also reclassified to conform to the current year presentation.
Segment Revenue and Profit
Segment revenues are attributed to a theater based on the ordering location of the customer. A significant portion of each segment’s expenses arise from shared services and infrastructure that Polycom has historically allocated to the segments in order to realize economies of scale and to use resources efficiently. These expenses include information technology services, facilities and other infrastructure costs.
Segment Data
The results of the reportable segments are derived directly from Polycom’s management reporting system. The results are based on Polycom’s method of internal reporting and are not reported in conformity with accounting principles generally accepted in the United States. Management measures the performance of each segment based on several metrics, including contribution margin as defined below. For internal reporting purposes and determination of segment contribution margins, geographic segment revenues may differ slightly from actual geographic revenues due to internal revenue allocations between the Company’s segments. Asset data, with the exception of gross accounts receivable, is not reviewed by management at the segment level.
Financial information for each reportable geographical segment as of and for the fiscal years ended December 31, 2013, 2012, and 2011, based on the Company’s internal management system and as utilized by the Company’s Chief Operating Decision Maker (CODM), its Chief Executive Officer, is as follows (in thousands) :
|
|
Americas |
|
|
EMEA |
|
|
APAC |
|
|
Total |
|
||||
2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue* |
|
$ |
694,522 |
|
|
$ |
338,035 |
|
|
$ |
335,832 |
|
|
$ |
1,368,389 |
|
% of total revenue |
|
|
50 |
% |
|
|
25 |
% |
|
|
25 |
% |
|
|
100 |
% |
Contribution margin |
|
|
270,786 |
|
|
|
142,686 |
|
|
|
136,462 |
|
|
|
549,934 |
|
% of segment revenue |
|
|
39 |
% |
|
|
42 |
% |
|
|
41 |
% |
|
|
40 |
% |
2012: |
|
|
|
|
|
|
|
|
||||||||
Revenue* |
|
$ |
689,099 |
|
|
$ |
345,723 |
|
|
$ |
357,806 |
|
|
$ |
1,392,628 |
|
% of total revenue |
|
|
49 |
% |
|
|
25 |
% |
|
|
26 |
% |
|
|
100 |
% |
Contribution margin |
|
|
281,229 |
|
|
|
138,886 |
|
|
|
147,699 |
|
|
|
567,814 |
|
% of segment revenue |
|
|
41 |
% |
|
|
40 |
% |
|
|
41 |
% |
|
|
41 |
% |
2011: |
|
|
|
|
|
|
|
|
||||||||
Revenue* |
|
$ |
693,288 |
|
|
$ |
347,703 |
|
|
$ |
361,198 |
|
|
$ |
1,402,189 |
|
% of total revenue |
|
|
49 |
% |
|
|
25 |
% |
|
|
26 |
% |
|
|
100 |
% |
Contribution margin |
|
|
280,259 |
|
|
|
141,421 |
|
|
|
175,242 |
|
|
|
596,922 |
|
% of segment revenue |
|
|
40 |
% |
|
|
41 |
% |
|
|
49 |
% |
|
|
43 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross accounts receivable |
|
|
86,243 |
|
|
|
71,970 |
|
|
|
66,921 |
|
|
|
225,134 |
|
% of total gross accounts receivable |
|
|
38 |
% |
|
|
32 |
% |
|
|
30 |
% |
|
|
100 |
% |
At December 31, 2012: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross accounts receivable |
|
|
100,494 |
|
|
|
67,529 |
|
|
|
71,128 |
|
|
|
239,151 |
|
% of total gross accounts receivable |
|
|
42 |
% |
|
|
28 |
% |
|
|
30 |
% |
|
|
100 |
% |
At December 31, 2011: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross accounts receivable |
|
|
96,318 |
|
|
|
77,975 |
|
|
|
71,659 |
|
|
|
245,952 |
|
% of total gross accounts receivable |
|
|
39 |
% |
|
|
32 |
% |
|
|
29 |
% |
|
|
100 |
% |
*The United States and China, individually, accounted for more than 10% of the Company’s revenues in 2013, 2012 and 2011. Net revenues in the United States were $589.6 million, $583.0 million, and $593.6 million for the years ended December 31, 2013, 2012, and 2011, respectively. Net revenues in China were $147.3 million, $159.3 million, and $161.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. During 2013, 2012, and 2011, one customer from the Americas segment, ScanSource Communications, accounted for 16%, 14%, and 14%, respectively, of the Company’s revenues. At December 31, 2013, ScanSource accounted for 11% of total gross accounts receivable and no single customer accounted for more than 10% of gross accounts receivable at December 31, 2012 and 2011.
Segment contribution margin includes all geographic segment revenues less the related cost of sales, direct sales and marketing expenses. Management allocates some infrastructure costs such as facilities and IT costs in determining segment contribution margin. Contribution margin is used, in part, to evaluate the performance of, and allocate resources to, each of the segments. Certain operating expenses are not allocated to segments because they are separately managed at the corporate level. These unallocated costs include corporate manufacturing costs, sales and marketing costs other than direct sales and marketing expenses, research and development expense, general and administrative costs, such as legal and accounting, stock-based compensation costs, transaction-related costs, amortization of purchased intangible assets, purchased in-process research and development costs, litigation reserves and payments, restructuring costs and interest and other income (expense), net.
The following tables set forth the reconciliation of segment information to Polycom consolidated totals (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Segment contribution margin |
|
$ |
549,934 |
|
|
$ |
567,814 |
|
|
$ |
596,922 |
|
Corporate and unallocated costs |
|
|
(430,471 |
) |
|
|
(418,465 |
) |
|
|
(369,412 |
) |
Stock-based compensation |
|
|
(64,465 |
) |
|
|
(88,761 |
) |
|
|
(63,853 |
) |
Effect of stock-based compensation cost on warranty expense |
|
|
(547 |
) |
|
|
(669 |
) |
|
|
(546 |
) |
Transaction-related costs |
|
|
(3,424 |
) |
|
|
(14,064 |
) |
|
|
(9,688 |
) |
Amortization of purchased intangibles |
|
|
(19,750 |
) |
|
|
(17,465 |
) |
|
|
(11,201 |
) |
Restructuring costs |
|
|
(48,470 |
) |
|
|
(22,024 |
) |
|
|
(9,396 |
) |
Interest and other income (expense), net |
|
|
(5,011 |
) |
|
|
(3,868 |
) |
|
|
(1,672 |
) |
Income (loss) from continuing operations before provision for income taxes |
|
$ |
(22,204 |
) |
|
$ |
2,498 |
|
|
$ |
131,154 |
|
|
|
December 31, |
|
|||||||||
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Gross accounts receivables |
|
$ |
225,134 |
|
|
$ |
239,151 |
|
|
$ |
245,952 |
|
Returns and related reserves |
|
|
(38,938 |
) |
|
|
(41,576 |
) |
|
|
(33,416 |
) |
Allowance for doubtful accounts |
|
|
(2,827 |
) |
|
|
(2,921 |
) |
|
|
(1,732 |
) |
Total trade receivables, net |
|
$ |
183,369 |
|
|
$ |
194,654 |
|
|
$ |
210,804 |
|
The following table sets forth the Company’s revenues by groups of similar products and services as follows (in thousands):
|
|
Year ended December 31, |
|
|||||||||
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Net Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
UC group systems |
|
$ |
904,923 |
|
|
$ |
956,153 |
|
|
$ |
971,753 |
|
UC personal devices |
|
|
219,103 |
|
|
|
180,939 |
|
|
|
175,673 |
|
UC platform |
|
|
244,363 |
|
|
|
255,536 |
|
|
|
254,763 |
|
Total |
|
$ |
1,368,389 |
|
|
$ |
1,392,628 |
|
|
$ |
1,402,189 |
|
The Company’s fixed assets, net of accumulated depreciation, are located in the following geographical areas (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
United States |
|
$ |
79,345 |
|
|
$ |
89,830 |
|
EMEA |
|
|
13,036 |
|
|
|
15,148 |
|
APAC |
|
|
21,403 |
|
|
|
26,408 |
|
Other |
|
|
1,373 |
|
|
|
1,933 |
|
Total |
|
$ |
115,157 |
|
|
$ |
133,319 |
|
No single country outside of the United States has more than 10% of total net fixed assets as of December 31, 2013 and 2012.
|
SUPPLEMENTARY FINANCIAL DATA
(Unaudited)
(in thousands, except per share amounts)
|
|
2013 |
|
|
2012 |
|
||||||||||||||||||||||||||
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
347,942 |
|
|
$ |
336,461 |
|
|
$ |
345,234 |
|
|
$ |
338,752 |
|
|
$ |
353,026 |
|
|
$ |
335,392 |
|
|
$ |
358,500 |
|
|
$ |
345,710 |
|
Gross profit |
|
$ |
197,032 |
|
|
$ |
195,044 |
|
|
$ |
201,598 |
|
|
$ |
199,097 |
|
|
$ |
206,816 |
|
|
$ |
196,358 |
|
|
$ |
213,922 |
|
|
$ |
206,336 |
|
Net income (loss) from continuing operations |
|
$ |
(1,969 |
) |
|
$ |
(23,978 |
) |
|
$ |
5,295 |
|
|
$ |
2,117 |
|
|
$ |
(35,689 |
) |
|
$ |
(15,406 |
) |
|
$ |
1,962 |
|
|
$ |
12,164 |
|
Net income from operations of discontinued operations |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,178 |
|
|
$ |
645 |
|
|
$ |
4,313 |
|
|
$ |
2,752 |
|
Net gain from sale of discontinued operations |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
459 |
|
|
$ |
35,425 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Net income (loss) |
|
$ |
(1,969 |
) |
|
$ |
(23,978 |
) |
|
$ |
5,295 |
|
|
$ |
2,576 |
|
|
$ |
1,914 |
|
|
$ |
(14,761 |
) |
|
$ |
6,275 |
|
|
$ |
14,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share from continuing operations |
|
$ |
(0.01 |
) |
|
$ |
(0.14 |
) |
|
$ |
0.03 |
|
|
$ |
0.01 |
|
|
$ |
(0.20 |
) |
|
$ |
(0.09 |
) |
|
$ |
0.01 |
|
|
$ |
0.07 |
|
Net income per share from operations of discontinued operations |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.01 |
|
|
$ |
0.00 |
|
|
$ |
0.02 |
|
|
$ |
0.02 |
|
Net gain per share from operations of discontinued operations |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.20 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Basic net income (loss) per share |
|
$ |
(0.01 |
) |
|
$ |
(0.14 |
) |
|
$ |
0.03 |
|
|
$ |
0.01 |
|
|
$ |
0.01 |
|
|
$ |
(0.08 |
) |
|
$ |
0.04 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share from continuing operations |
|
$ |
(0.01 |
) |
|
$ |
(0.14 |
) |
|
$ |
0.03 |
|
|
$ |
0.01 |
|
|
$ |
(0.20 |
) |
|
$ |
(0.09 |
) |
|
$ |
0.01 |
|
|
$ |
0.07 |
|
Net income per share from operations of discontinued operations |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.01 |
|
|
$ |
0.00 |
|
|
$ |
0.02 |
|
|
$ |
0.02 |
|
Net gain per share from operations of discontinued operations |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.20 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Diluted net income (loss) per share |
|
$ |
(0.01 |
) |
|
$ |
(0.14 |
) |
|
$ |
0.03 |
|
|
$ |
0.01 |
|
|
$ |
0.01 |
|
|
$ |
(0.08 |
) |
|
$ |
0.04 |
|
|
$ |
0.08 |
|
|
FINANCIAL STATEMENT SCHEDULE—SCHEDULE II
POLYCOM, INC.
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
|
|
Balance at |
|
|
Additions |
|
|
Deductions |
|
|
Balance at |
|
||||
Year ended December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
2,921 |
|
|
$ |
— |
|
|
$ |
(94 |
) |
|
$ |
2,827 |
|
Sales returns and allowances |
|
$ |
37,422 |
|
|
$ |
93,101 |
|
|
$ |
(95,869 |
) |
|
$ |
34,654 |
|
Income tax valuation allowance |
|
$ |
3,161 |
|
|
$ |
460 |
|
|
$ |
(262 |
) |
|
$ |
3,359 |
|
Year ended December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
1,732 |
|
|
$ |
1,189 |
|
|
$ |
— |
|
|
$ |
2,921 |
|
Sales returns and allowances |
|
$ |
30,602 |
|
|
$ |
91,356 |
|
|
$ |
(84,536 |
) |
|
$ |
37,422 |
|
Income tax valuation allowance |
|
$ |
3,301 |
|
|
$ |
— |
|
|
$ |
(140 |
) |
|
$ |
3,161 |
|
Year ended December 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
1,844 |
|
|
$ |
— |
|
|
$ |
(112 |
) |
|
$ |
1,732 |
|
Sales returns and allowances |
|
$ |
24,855 |
|
|
$ |
71,534 |
|
|
$ |
(65,787 |
) |
|
$ |
30,602 |
|
Income tax valuation allowance |
|
$ |
— |
|
|
$ |
3,301 |
|
|
$ |
— |
|
|
$ |
3,301 |
|
|
Description of Business:
Polycom is a leading global provider of high-quality, easy-to-use communications solutions that enable enterprise, government, education and healthcare customers to more effectively collaborate over distance, time zones and organizational boundaries. Our solutions are built on architectures that enable unified video, voice and content communications.
Principles of Accounting and Consolidation:
These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.
Certain prior year service costs have been reclassified among our segments to conform to the current year presentation in order to more appropriately align those costs with the associated revenues. See Note 17.
Revisions of Prior Period Financial Statements
During the quarter ended December 31, 2013, the Company discovered an error that impacted the Company’s previously issued interim and annual consolidated statements of cash flows. The error was related to the net amortization of discounts and premiums on investments not being properly reported, which resulted in understatements of cash flows provided by operating activities and cash used in investing activities in the first three quarters of 2013 and full fiscal years 2012 and 2011.
Additionally, during the quarter ended June 30, 2013, the Company discovered an error that impacted the Company’s previously issued interim and annual consolidated financial statements for the fiscal years ended December 31, 2010 through 2012 and the quarter ended March 31, 2013. The error was related to certain royalty related expenses not being properly allocated between the Company’s U.S. entity and its international subsidiary, which led to an understated income tax provision in fiscal years 2010 through 2012.
In evaluating whether the Company’s previously issued consolidated financial statements were materially misstated, the Company considered the guidance in ASC Topic 250, Accounting Changes and Error Corrections, ASC Topic 250-10-S99-1, Assessing Materiality, and ASC Topic 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. The Company concluded that these errors were not material to any of the prior reporting periods, and therefore, amendments of previously filed reports are not required. However, if the entire correction was recorded in 2013, the cumulative amount of the income tax provision error would be material in 2013 and, for both the income tax provision error and consolidated statements of cash flows correction, would impact comparisons to prior periods. As such, the revisions for these corrections are reflected in the financial information of the applicable prior periods and will be reflected in future filings containing such financial information.
The following tables set forth a summary of the revisions to the Consolidated Financial Statements for the periods indicated:
|
December 31, 2012 |
|
|
December 31, 2011 |
|
||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
Consolidated Balance Sheets and Statements of Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets |
$ |
55,454 |
|
|
$ |
(2,915 |
) |
|
$ |
52,539 |
|
|
$ |
51,241 |
|
|
$ |
(1,504 |
) |
|
$ |
49,737 |
|
Total current assets |
$ |
1,073,253 |
|
|
$ |
(2,915 |
) |
|
$ |
1,070,338 |
|
|
$ |
994,408 |
|
|
$ |
(1,504 |
) |
|
$ |
992,904 |
|
Total assets |
$ |
1,915,351 |
|
|
$ |
(2,915 |
) |
|
$ |
1,912,436 |
|
|
$ |
1,844,805 |
|
|
$ |
(1,504 |
) |
|
$ |
1,843,301 |
|
Retained earnings |
$ |
100,019 |
|
|
$ |
(2,915 |
) |
|
$ |
97,104 |
|
|
$ |
118,265 |
|
|
$ |
(1,504 |
) |
|
$ |
116,761 |
|
Total stockholders’ equity |
$ |
1,430,689 |
|
|
$ |
(2,915 |
) |
|
$ |
1,427,774 |
|
|
$ |
1,370,116 |
|
|
$ |
(1,504 |
) |
|
$ |
1,368,612 |
|
Total liabilities and stockholders’ equity |
$ |
1,915,351 |
|
|
$ |
(2,915 |
) |
|
$ |
1,912,436 |
|
|
$ |
1,844,805 |
|
|
$ |
(1,504 |
) |
|
$ |
1,843,301 |
|
|
Year Ended December 31, 2012 |
|
|
Year Ended December 31, 2011 |
|
||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
Consolidated Statements of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes for continuing operations |
$ |
38,056 |
|
|
$ |
1,411 |
|
|
$ |
39,467 |
|
|
$ |
5,246 |
|
|
$ |
978 |
|
|
$ |
6,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations |
$ |
(35,558 |
) |
|
$ |
(1,411 |
) |
|
$ |
(36,969 |
) |
|
$ |
125,908 |
|
|
$ |
(978 |
) |
|
$ |
124,930 |
|
Net income |
$ |
9,755 |
|
|
$ |
(1,411 |
) |
|
$ |
8,344 |
|
|
$ |
135,814 |
|
|
$ |
(978 |
) |
|
$ |
134,836 |
|
Basic Net Income (loss) Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share from continuing operations |
$ |
(0.20 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.21 |
) |
|
$ |
0.71 |
|
|
$ |
(0.00 |
) |
|
$ |
0.71 |
|
Basic net income per share |
$ |
0.06 |
|
|
$ |
(0.01 |
) |
|
$ |
0.05 |
|
|
$ |
0.77 |
|
|
$ |
(0.01 |
) |
|
$ |
0.76 |
|
Diluted net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share from continuing operations |
$ |
(0.20 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.21 |
) |
|
$ |
0.69 |
|
|
$ |
(0.00 |
) |
|
$ |
0.69 |
|
Diluted net income per share |
$ |
0.06 |
|
|
$ |
(0.01 |
) |
|
$ |
0.05 |
|
|
$ |
0.75 |
|
|
$ |
(0.01 |
) |
|
$ |
0.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
9,755 |
|
|
$ |
(1,411 |
) |
|
$ |
8,344 |
|
|
$ |
135,814 |
|
|
$ |
(978 |
) |
|
$ |
134,836 |
|
Comprehensive income |
$ |
8,341 |
|
|
$ |
(1,411 |
) |
|
$ |
6,930 |
|
|
$ |
140,312 |
|
|
$ |
(978 |
) |
|
$ |
139,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
9,755 |
|
|
$ |
(1,411 |
) |
|
$ |
8,344 |
|
|
$ |
135,814 |
|
|
$ |
(978 |
) |
|
$ |
134,836 |
|
Changes in prepaid expenses and other current assets |
$ |
(8,835 |
) |
|
$ |
1,411 |
|
|
$ |
(7,424 |
) |
|
$ |
(3,190 |
) |
|
$ |
978 |
|
|
$ |
(2,212 |
) |
Amortization of discounts and premiums on investments, net |
$ |
— |
|
|
$ |
2,381 |
|
|
$ |
2,381 |
|
|
$ |
— |
|
|
$ |
2,695 |
|
|
$ |
2,695 |
|
Net cash provided by operating activities |
$ |
186,980 |
|
|
$ |
2,381 |
|
|
$ |
189,361 |
|
|
$ |
299,645 |
|
|
$ |
2,695 |
|
|
$ |
302,340 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments |
$ |
(312,631 |
) |
|
$ |
(2,381 |
) |
|
$ |
(315,012 |
) |
|
$ |
(372,567 |
) |
|
$ |
(2,695 |
) |
|
$ |
(375,262 |
) |
Net cash used in investing activities |
$ |
(52,576 |
) |
|
$ |
(2,381 |
) |
|
$ |
(54,957 |
) |
|
$ |
(237,683 |
) |
|
$ |
(2,695 |
) |
|
$ |
(240,378 |
) |
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents:
The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
Allowance for Doubtful Accounts:
The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company reviews its allowance for doubtful accounts quarterly by assessing individual accounts receivable over a specific aging and amount, and all other balances on a pooled basis based on historical collection experience. If the financial conditions of the Company’s customers were to deteriorate, adversely affecting their abilities to make payments, additional allowances would be required. Delinquent account balances are written off after management has determined that the likelihood of collection is remote.
Investments:
The Company’s short-term and long-term investments as of December 31, 2013 are comprised of U.S. and non-U.S. government securities, U.S. agency securities and corporate debt securities. Investments are classified as short-term or long-term based on their remaining maturities. All investments are held in the Company’s name at a limited number of major financial institutions. At December 31, 2013 and 2012, all of the Company’s investments were classified as available-for-sale and were carried at fair value based on quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency at the end of the reporting period. Unrealized gains and losses are recorded as a separate component of accumulated other comprehensive income in the Consolidated Statements of Stockholders’ Equity. If these investments are sold at a loss or are considered to have other than temporarily declined in value, a charge against earnings is recorded. The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses reflected in interest and other income (expense), net.
For strategic reasons, the Company has made various investments in private companies. The private company investments are carried at cost and written down to estimated market value when indications exist that these investments have other than temporarily declined in value. The Company reviews these investments for impairment when events or changes in circumstances indicate that impairment may exist and makes appropriate reductions in carrying value, if necessary. The Company evaluates a number of factors, including price per share of any recent financing, expected timing of additional financing, liquidation preferences, historical and forecasted earnings and cash flows, cash burn rate, and technological feasibility of the investee company’s products to assess whether or not the investment is potentially impaired.
Inventories:
Inventories are valued at the lower of cost or market with cost computed on a first-in, first-out (FIFO) basis. Consideration is given to obsolescence, excessive levels, deterioration and other factors in evaluating net realizable value. The Company records write-downs for excess and obsolete inventory equal to the difference between the carrying value of inventory and the estimated future selling price based upon assumptions about future product life-cycles, product demand and market conditions. At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Property and Equipment:
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are one to thirteen years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the related assets, typically three to thirteen years. Disposals of capital equipment are recorded by removing the costs and accumulated depreciation from the accounts and gains or losses on disposals are included in the results of operations.
Goodwill:
Goodwill is not amortized but is regularly reviewed for potential impairment. In September 2011, the FASB issued authoritative guidance on goodwill impairment testing which provides entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The Company elected to early adopt this guidance in 2011, and such adoption did not have an impact to the Company’s Consolidated Financial Statements. The identification and measurement of goodwill impairment involves the estimation of the fair value of the Company’s reporting units. The estimated fair value of reporting units is based on the best information available as of the date of the assessment, which primarily incorporates management assumptions about expected future cash flows. Future cash flows can be affected by changes in industry or market conditions or the rate and extent to which anticipated synergies or cost savings are realized with newly acquired entities.
Impairment of Long-Lived Assets:
Purchased intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets, which range from several months to six years. Purchased intangible assets determined to have indefinite useful lives are not amortized. Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset or group of assets and their eventual disposition. The Company periodically assesses the remaining useful lives of long-lived assets. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the estimated fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or estimated fair value less costs to sell.
Guarantees:
Warranty
The Company provides for the estimated costs of product warranties at the time revenue is recognized. The specific terms and conditions of those warranties vary depending upon the product sold. In the case of hardware manufactured by the Company, warranties generally start from the delivery date and continue for one year. Software products generally carry a 90-day warranty from the date of purchase. The Company’s liability under warranties on software products is to provide a corrected copy of any portion of the software found not to be in substantial compliance with the agreed upon specifications. Factors that affect the Company’s warranty obligation include product failure rates, material usage and service delivery costs incurred in correcting product failures. The Company assesses the adequacy of the recorded warranty liabilities every quarter and makes adjustments to the liability if necessary.
Changes in the warranty obligation during the period, which is included as a component of “Other accrued liabilities” on the Consolidated Balance Sheets, are as follows (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
Balance at beginning of year |
|
$ |
10,475 |
|
|
$ |
10,577 |
|
Accruals for warranties issued during the year |
|
|
16,307 |
|
|
|
18,432 |
|
Actual charges against warranty reserve during the year |
|
|
(17,307 |
) |
|
|
(18,534 |
) |
Balance at end of year |
|
$ |
9,475 |
|
|
$ |
10,475 |
|
Deferred Services Revenue
The Company offers maintenance contracts for sale on most of its products which allow for customers to receive service and support in addition to, or subsequent to, the expiration of the contractual product warranty. The Company also provides managed services to its customers under contractual arrangements. The Company recognizes the maintenance and managed services revenue from these contracts over the life of the service contract.
Deferred services revenue, of which $170.7 million and $156.5 million is short-term and is included as a component of deferred revenue as of December 31, 2013 and 2012, respectively; and $83.1 million and $85.3 million is long-term and is included as a component of long-term deferred revenue as of December 31, 2013 and 2012, respectively, on the Consolidated Balance Sheets. Changes during the period are as follows (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
Balance at beginning of year |
|
$ |
241,773 |
|
|
$ |
212,178 |
|
Addition to deferred services revenue |
|
|
354,893 |
|
|
|
349,022 |
|
Amortization of deferred services revenue |
|
|
(342,873 |
) |
|
|
(319,427 |
) |
Balance at end of year |
|
$ |
253,793 |
|
|
$ |
241,773 |
|
The cost of providing these services for the years ended December 31, 2013, 2012, and 2011 was $148.1 million, $137.8 million, and $98.4 million, respectively.
Officer and Director Indemnifications
As permitted or required under Delaware law and to the maximum extent allowable under that law, the Company has certain obligations to indemnify its current and former officers and directors for certain events or occurrences while the officer or director is, or was serving, at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification obligations is unlimited; however, the Company has a director and officer insurance policy that mitigates the Company’s exposure and enables the Company to recover a portion of any future amounts paid. As a result of the Company’s insurance policy coverage, the Company believes the estimated fair value of these indemnification obligations is not material.
Other Indemnifications
As is customary in the Company’s industry, as provided for in local law in the U.S. and other jurisdictions, the Company’s standard contracts provide remedies to its customers, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of its products. From time to time, the Company indemnifies customers against combinations of loss, expense, or liability arising from various trigger events related to the sale and the use of its products and services. In addition, from time to time the Company also provides protection to customers against claims related to undiscovered liabilities, additional product liabilities or environmental obligations.
Revenue Recognition:
The Company recognizes revenue when persuasive evidence of an arrangement exists, title and risk of loss have transferred, product payment is not contingent upon performance of installation or service obligations, the price is fixed or determinable, and collectability is reasonably assured. In instances where final acceptance of the product or service is specified by the customer, revenue is deferred until all acceptance criteria have been met. Additionally, the Company recognizes maintenance service revenues on its hardware and software products ratably over the service periods of one to five years, and other services upon the completion of installation or professional services provided.
Most of the Company’s products are integrated with software that is essential to the functionality of the equipment. Additionally, the Company provides unspecified software upgrades and enhancements related to most of these products through maintenance contracts.
A multiple-element arrangement includes the sale of one or more tangible product offerings with one or more associated services offerings, each of which are individually considered separate units of accounting. The Company allocates revenue to each element in a multiple-element arrangement based upon the relative selling price of each deliverable. When applying the relative selling price method, the Company determines the selling price for each deliverable using vendor specific objective evidence (“VSOE”) of selling price, if it exists, or third party evidence (“TPE”) of selling price. If neither VSOE nor TPE of selling price exist for a deliverable, the Company uses its best estimate of selling price (“ESP”) for that deliverable. Revenue allocated to each element is then recognized when the other revenue recognition criteria are met for each element.
VSOE is established based on the Company’s standard pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for a product or service fall within a reasonably narrow pricing range.
When VSOE cannot be established, the Company attempts to establish the selling price of each element based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately.
When the Company is unable to establish the selling price using VSOE or TPE, the Company uses ESP in its allocation of arrangement consideration. ESP represents the price at which the Company would transact a sale if the element were sold on a stand-alone basis. The Company determines ESP for a product by considering multiple factors including, but not limited to, geographies, market conditions, competitive landscape, and pricing practices. The determination of ESP is made based on review of historical sales price, taking into consideration the Company’s go-to-market strategy. Generally, the Company uses historical net selling prices to establish ESP. The Company regularly reviews its basis for establishing VSOE, TPE and ESP.
Sales Returns, Channel Partner Programs and Incentives
The Company records estimated reductions to revenues for channel partner programs and incentive offerings including special pricing agreements, promotions and other volume-based incentives. The Company also accrues for co-op marketing funds as a marketing expense if the Company receives an identifiable benefit in exchange and can reasonably estimate the fair value of the identifiable benefit received; otherwise, it is recorded as a reduction to revenues. The Company’s contracts generally do not provide for a right of return on any of our products. However, a limited number of contracts contain stock rotation rights. The Company records an estimate of future returns based upon these contractual rights and its historical returns experience.
Research and Development Expenditures and Software Development Costs
Research and development expenditures are charged to operations as incurred and consist primarily of compensation costs, including stock-based compensation, outside services, expensed materials, depreciation and an allocation of overhead expenses, including facilities and IT costs.
Software development costs incurred prior to the establishment of technological feasibility are included in research and development expenses as incurred. Eligible and material software development costs are capitalized upon the establishment of technological feasibility and before the general availability of such software products, including direct labor and related overhead costs, as well as stock-based compensation. The Company has defined technological feasibility as the establishment of a working model, which typically occurs when beta testing commences. In 2013, the Company capitalized approximately $2.4 million of development costs for software products to be marketed or sold to customers. There were no such costs capitalized in 2012 and 2011 as the software development costs qualifying for capitalization were insignificant. The capitalized costs are being amortized on a product-by-product basis using the straight-line method over the estimated product life, generally three years, or on the ratio of current revenues to total projected product revenues, whichever is greater. Management believes that the capitalized software costs will be recoverable from future gross profits generated by these products.
Advertising:
The Company expenses the production costs of advertising as expenses are incurred. The production costs of advertising consist primarily of trade shows, online media, magazine and radio advertisements, agency fees and other direct production costs. Advertising expense for the years ended December 31, 2013, 2012, and 2011 was $14.9 million, $22.3 million, and $21.3 million, respectively.
Income Taxes:
The Company accounts for income taxes under the liability method, which recognizes deferred tax assets and liabilities based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized.
The Company recognizes and measures benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained upon audit, including resolution of any related appeals or litigation processes. For tax positions that are more likely than not to be sustained upon audit, the second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a quarterly basis. Evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in income tax expense in the period in which the change is made, which could have a material impact on the Company’s effective tax rate and operating results. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.
Foreign Currency Translation:
Assets and liabilities of non-U.S subsidiaries, where that local currency is the functional currency, are translated to U.S. dollars at exchange rates in effect at the balance sheet date and income and expense accounts are translated at average exchange rates in effect during the period. The resulting translation adjustments are directly recorded to a separate component of accumulated other comprehensive income. Foreign exchange transaction gains and losses from the remeasurement of non-functional currency denominated assets and liabilities have not been significant to date and are included in the Company’s Consolidated Statements of Operations as part of interest and other income (expense), net.
As a result of the sale of the Company’s former enterprise wireless voice solutions (the “EWS”) business in December 2012 (see Note 3), which included a wholly owned Danish subsidiary with a Danish Krone functional currency, the Company recognized its associated currency translation adjustment balance of $1.1 million which effectively reduced the gain from sale of the discontinued operations.
The following table sets forth the change of foreign currency translation adjustments during each reporting period and the balances as of December 31 (in thousands):
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Beginning balance |
|
$ |
3,180 |
|
|
$ |
1,841 |
|
|
$ |
1,602 |
|
Foreign currency translation adjustments |
|
|
1,039 |
|
|
|
1,339 |
|
|
|
239 |
|
Ending balance |
|
$ |
4,219 |
|
|
$ |
3,180 |
|
|
$ |
1,841 |
|
Derivative Instruments:
The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For a derivative instrument designated and qualifying as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a separate component of accumulated other comprehensive income and is subsequently reclassified into earnings when the hedged exposure affects earnings. The excluded and ineffective portions of the gain or loss are reported in earnings immediately. For derivative instruments that are not designated as cash flow hedges, changes in fair value are recognized in earnings in the period of change. The Company does not hold or issue derivative financial instruments for speculative trading purposes. The Company enters into derivatives only with counterparties that are among the largest U.S. banks, ranked by assets, in order to minimize its credit risk.
Net Income Per Share:
Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the additional dilution from potential issuance of common stock, such as stock issuable pursuant to the exercise of stock options, unvested restricted stock units, and performance shares. Potentially dilutive shares are excluded from the computation of diluted net income per share when their effect is antidilutive.
On June 1, 2011, the Company announced that its Board of Directors approved a two-for-one stock split of the Company’s outstanding shares of common stock effected in the form of a 100% stock dividend (“the stock split”). The stock split entitled each stockholder of record at the close of business on June 15, 2011 to receive one additional share of common stock for every one share of common stock owned as of that date, payable by the Company’s transfer agent on July 1, 2011. The par value of the Company’s common stock was maintained at the pre-split amount of $0.0005 per share. The Consolidated Financial Statements and notes thereto, including all share and per share data, have been restated as if the stock split had occurred as of the earliest period presented.
Fair Value Measurements:
The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices for similar assets in active markets, or identical or similar assets in inactive markets, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points for the asset or liability.
The carrying amounts reflected in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable, and other accrued liabilities approximate fair value due to their short-term maturities.
Stock-Based Compensation:
The Company’s stock-based compensation programs consist of grants of stock-based awards to employees and non-employee directors, including stock options, restricted stock units and performance shares, as well as purchase rights pursuant to the Company’s Employee Stock Purchase Plan (“ESPP”). The estimated fair value of these awards is charged against income over the requisite service period, which is generally the vesting period.
The fair value of stock option and ESPP awards is estimated at the grant date using the Black-Scholes option valuation model. The fair value of restricted stock units is based on the market value of the Company’s common stock on the date of grant. Compensation expense for restricted stock units, including the effect of forfeitures, is recognized over the applicable service period. The fair value of performance shares is based on the market price of the Company’s stock on the date of grant and assumes that the performance criteria will be met and the target payout level will be achieved. Compensation cost is adjusted for subsequent changes in the outcome of performance-related conditions until the award vests. The fair value of a performance share with a market condition is estimated on the date of award, using a Monte Carlo simulation model to estimate the total return ranking of the Company’s stock in relation to the target index of companies over each performance period. Compensation cost on performance shares with a market condition is not adjusted for subsequent changes regardless of the level of ultimate vesting.
Business Combinations:
The Company recognizes separately from goodwill the fair value of assets acquired and the liabilities assumed. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments retrospectively to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.
In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period and the Company continues to collect information in order to determine their estimated fair values as of the date of acquisition. Subsequent to the measurement period or the Company’s final determination of the tax allowance’s estimated value, changes to these uncertain tax positions and tax related valuation allowances will affect the Company’s provision for income taxes in the Company’s consolidated statements of operations.
Recent Pronouncements:
In July 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update which clarifies that an unrecognized tax benefit should be presented in the financial statements as a reduction to 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. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The guidance will be effective prospectively for reporting periods beginning after December 15, 2013. The Company is currently assessing the potential impact on the adoption of this guidance on its consolidated financial statements.
In March 2013, the FASB issued an accounting standard update which requires the release of cumulative translation adjustments into net income when an entity ceases to have a controlling financial interest resulting in the complete or substantially complete liquidation of a subsidiary or group of assets within a foreign entity. The guidance will be effective prospectively for reporting periods beginning after December 15, 2013. The Company does not expect any material impact on the adoption of this guidance on its consolidated financial statements.
In February 2013, the FASB issued an accounting standard update that requires an entity to expand the disclosure of reclassifications out of accumulated other comprehensive income (“AOCI”). The update requires companies to present reclassifications by component when reporting changes in AOCI balances and to report the effect of significant reclassifications on the respective line items in net income. The guidance is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted the guidance in the quarter ended March 31, 2013, and such adoption did not have a material impact on its consolidated financial statements.
In December 2011, the FASB issued an accounting standard update that requires disclosure of the effect or potential effect of offsetting arrangements on a company’s financial position, as well as enhanced disclosure of the rights of setoff associated with a company’s recognized assets and liabilities. In January 2013, the FASB issued another accounting standard update to clarify the scope of the standard issued in December 2011. The Company adopted the guidance in the quarter ended March 31, 2013, and such adoption did not have a material impact on its consolidated financial statements.
|
The following tables set forth a summary of the revisions to the Consolidated Financial Statements for the periods indicated:
|
December 31, 2012 |
|
|
December 31, 2011 |
|
||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
Consolidated Balance Sheets and Statements of Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets |
$ |
55,454 |
|
|
$ |
(2,915 |
) |
|
$ |
52,539 |
|
|
$ |
51,241 |
|
|
$ |
(1,504 |
) |
|
$ |
49,737 |
|
Total current assets |
$ |
1,073,253 |
|
|
$ |
(2,915 |
) |
|
$ |
1,070,338 |
|
|
$ |
994,408 |
|
|
$ |
(1,504 |
) |
|
$ |
992,904 |
|
Total assets |
$ |
1,915,351 |
|
|
$ |
(2,915 |
) |
|
$ |
1,912,436 |
|
|
$ |
1,844,805 |
|
|
$ |
(1,504 |
) |
|
$ |
1,843,301 |
|
Retained earnings |
$ |
100,019 |
|
|
$ |
(2,915 |
) |
|
$ |
97,104 |
|
|
$ |
118,265 |
|
|
$ |
(1,504 |
) |
|
$ |
116,761 |
|
Total stockholders’ equity |
$ |
1,430,689 |
|
|
$ |
(2,915 |
) |
|
$ |
1,427,774 |
|
|
$ |
1,370,116 |
|
|
$ |
(1,504 |
) |
|
$ |
1,368,612 |
|
Total liabilities and stockholders’ equity |
$ |
1,915,351 |
|
|
$ |
(2,915 |
) |
|
$ |
1,912,436 |
|
|
$ |
1,844,805 |
|
|
$ |
(1,504 |
) |
|
$ |
1,843,301 |
|
|
Year Ended December 31, 2012 |
|
|
Year Ended December 31, 2011 |
|
||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
Consolidated Statements of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes for continuing operations |
$ |
38,056 |
|
|
$ |
1,411 |
|
|
$ |
39,467 |
|
|
$ |
5,246 |
|
|
$ |
978 |
|
|
$ |
6,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations |
$ |
(35,558 |
) |
|
$ |
(1,411 |
) |
|
$ |
(36,969 |
) |
|
$ |
125,908 |
|
|
$ |
(978 |
) |
|
$ |
124,930 |
|
Net income |
$ |
9,755 |
|
|
$ |
(1,411 |
) |
|
$ |
8,344 |
|
|
$ |
135,814 |
|
|
$ |
(978 |
) |
|
$ |
134,836 |
|
Basic Net Income (loss) Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share from continuing operations |
$ |
(0.20 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.21 |
) |
|
$ |
0.71 |
|
|
$ |
(0.00 |
) |
|
$ |
0.71 |
|
Basic net income per share |
$ |
0.06 |
|
|
$ |
(0.01 |
) |
|
$ |
0.05 |
|
|
$ |
0.77 |
|
|
$ |
(0.01 |
) |
|
$ |
0.76 |
|
Diluted net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share from continuing operations |
$ |
(0.20 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.21 |
) |
|
$ |
0.69 |
|
|
$ |
(0.00 |
) |
|
$ |
0.69 |
|
Diluted net income per share |
$ |
0.06 |
|
|
$ |
(0.01 |
) |
|
$ |
0.05 |
|
|
$ |
0.75 |
|
|
$ |
(0.01 |
) |
|
$ |
0.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
9,755 |
|
|
$ |
(1,411 |
) |
|
$ |
8,344 |
|
|
$ |
135,814 |
|
|
$ |
(978 |
) |
|
$ |
134,836 |
|
Comprehensive income |
$ |
8,341 |
|
|
$ |
(1,411 |
) |
|
$ |
6,930 |
|
|
$ |
140,312 |
|
|
$ |
(978 |
) |
|
$ |
139,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
9,755 |
|
|
$ |
(1,411 |
) |
|
$ |
8,344 |
|
|
$ |
135,814 |
|
|
$ |
(978 |
) |
|
$ |
134,836 |
|
Changes in prepaid expenses and other current assets |
$ |
(8,835 |
) |
|
$ |
1,411 |
|
|
$ |
(7,424 |
) |
|
$ |
(3,190 |
) |
|
$ |
978 |
|
|
$ |
(2,212 |
) |
Amortization of discounts and premiums on investments, net |
$ |
— |
|
|
$ |
2,381 |
|
|
$ |
2,381 |
|
|
$ |
— |
|
|
$ |
2,695 |
|
|
$ |
2,695 |
|
Net cash provided by operating activities |
$ |
186,980 |
|
|
$ |
2,381 |
|
|
$ |
189,361 |
|
|
$ |
299,645 |
|
|
$ |
2,695 |
|
|
$ |
302,340 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments |
$ |
(312,631 |
) |
|
$ |
(2,381 |
) |
|
$ |
(315,012 |
) |
|
$ |
(372,567 |
) |
|
$ |
(2,695 |
) |
|
$ |
(375,262 |
) |
Net cash used in investing activities |
$ |
(52,576 |
) |
|
$ |
(2,381 |
) |
|
$ |
(54,957 |
) |
|
$ |
(237,683 |
) |
|
$ |
(2,695 |
) |
|
$ |
(240,378 |
) |
Changes in the warranty obligation during the period, which is included as a component of “Other accrued liabilities” on the Consolidated Balance Sheets, are as follows (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
Balance at beginning of year |
|
$ |
10,475 |
|
|
$ |
10,577 |
|
Accruals for warranties issued during the year |
|
|
16,307 |
|
|
|
18,432 |
|
Actual charges against warranty reserve during the year |
|
|
(17,307 |
) |
|
|
(18,534 |
) |
Balance at end of year |
|
$ |
9,475 |
|
|
$ |
10,475 |
|
Deferred services revenue, of which $170.7 million and $156.5 million is short-term and is included as a component of deferred revenue as of December 31, 2013 and 2012, respectively; and $83.1 million and $85.3 million is long-term and is included as a component of long-term deferred revenue as of December 31, 2013 and 2012, respectively, on the Consolidated Balance Sheets. Changes during the period are as follows (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
Balance at beginning of year |
|
$ |
241,773 |
|
|
$ |
212,178 |
|
Addition to deferred services revenue |
|
|
354,893 |
|
|
|
349,022 |
|
Amortization of deferred services revenue |
|
|
(342,873 |
) |
|
|
(319,427 |
) |
Balance at end of year |
|
$ |
253,793 |
|
|
$ |
241,773 |
|
The following table sets forth the change of foreign currency translation adjustments during each reporting period and the balances as of December 31 (in thousands):
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Beginning balance |
|
$ |
3,180 |
|
|
$ |
1,841 |
|
|
$ |
1,602 |
|
Foreign currency translation adjustments |
|
|
1,039 |
|
|
|
1,339 |
|
|
|
239 |
|
Ending balance |
|
$ |
4,219 |
|
|
$ |
3,180 |
|
|
$ |
1,841 |
|
|
The following table summarizes the allocation of the total purchase consideration to the assets and liabilities assumed in 2011 as of the acquisition dates (in thousands):
Tangible assets: |
|
|
|
|
Current assets |
|
$ |
8,204 |
|
Property and equipment |
|
|
2,990 |
|
Long-term assets |
|
|
1,257 |
|
Total tangible assets acquired |
|
|
12,451 |
|
Liabilities: |
|
|
|
|
Current liabilities |
|
|
(7,786 |
) |
Long-term liabilities |
|
|
(4,362 |
) |
Total liabilities assumed |
|
|
(12,148 |
) |
Fair value of net assets acquired |
|
|
303 |
|
Intangible assets consisting of: |
|
|
|
|
Core and developed technology |
|
|
20,600 |
|
Customer and partner relationships |
|
|
50,100 |
|
Trade name |
|
|
1,400 |
|
In-Process Research and Development (“IPR&D”) |
|
|
1,400 |
|
Other |
|
|
500 |
|
Deferred tax liability |
|
|
(1,625 |
) |
Goodwill |
|
|
91,159 |
|
Total consideration |
|
$ |
163,837 |
|
|
Summarized results from discontinued operations were as follows (in thousands):
|
|
Year ended December 31, |
|
|||||||||
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Revenues |
|
$ |
— |
|
|
$ |
71,133 |
|
|
$ |
93,609 |
|
Income from discontinued operations |
|
|
— |
|
|
|
15,973 |
|
|
|
16,066 |
|
Income tax provision |
|
|
— |
|
|
|
6,085 |
|
|
|
6,160 |
|
Net income from discontinued operations |
|
$ |
— |
|
|
$ |
9,888 |
|
|
$ |
9,906 |
|
The carrying amounts of the net assets sold at December 4, 2012 were as follows (in thousands):
Assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
248 |
|
Trade receivables, net |
|
|
7,221 |
|
Inventories |
|
|
12,659 |
|
Deferred taxes |
|
|
(306 |
) |
Prepaid expenses and other assets |
|
|
295 |
|
Property and equipment, net |
|
|
4,301 |
|
Goodwill |
|
|
30,872 |
|
Purchased intangibles, net |
|
|
5,724 |
|
Assets sold |
|
$ |
61,014 |
|
Liabilities: |
|
|
|
|
Accounts payable |
|
$ |
2,318 |
|
Accrued payroll and related liabilities |
|
|
1,877 |
|
Deferred revenue |
|
|
5,044 |
|
Other accrued liabilities |
|
|
1,605 |
|
Deferred taxes |
|
|
1,610 |
|
Liabilities transferred |
|
$ |
12,454 |
|
Net assets sold |
|
$ |
48,560 |
|
The Company recorded a gain of $35.4 million in 2012 on the sale of discontinued operations (net of taxes) which was calculated as follows (in thousands):
Cash proceeds received |
|
$ |
50,659 |
|
Less: costs incurred directly attributable to the transaction |
|
|
929 |
|
Net proceeds from sale of discontinued operations |
|
|
49,730 |
|
Less: book value of net assets sold |
|
|
48,560 |
|
Less: realization of foreign currency translation adjustment upon sale of foreign EWS subsidiary |
|
|
1,141 |
|
Gain from sale of discontinued operations |
|
|
29 |
|
Income tax benefit |
|
|
(35,396 |
) |
Net gain from sale of discontinued operations |
|
$ |
35,425 |
|
|
The following table sets forth the changes in carrying amount of goodwill in each of the Company’s segments in 2013 (in thousands):
|
|
Segments |
|
|||||||||||||
|
|
Americas |
|
|
EMEA |
|
|
APAC |
|
|
Total |
|
||||
Balance at December 31, 2012 |
|
$ |
302,768 |
|
|
$ |
101,882 |
|
|
$ |
149,169 |
|
|
$ |
553,819 |
|
Add: goodwill resulting from an acquisition |
|
|
5,391 |
|
|
|
— |
|
|
|
— |
|
|
|
5,391 |
|
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
250 |
|
|
|
250 |
|
Balance at December 31, 2013 |
|
$ |
308,159 |
|
|
$ |
101,882 |
|
|
$ |
149,419 |
|
|
$ |
559,460 |
|
The following table sets forth details of the Company’s total purchased intangible assets and capitalized software development costs as of the following period (in thousands):
|
|
December 31, 2013 |
|
|
December 31, 2012 |
|
||||||||||||||||||
Purchased Intangible Assets |
|
Gross |
|
|
Accumulated |
|
|
Net Value |
|
|
Gross |
|
|
Accumulated |
|
|
Net Value |
|
||||||
Core and developed technology |
|
$ |
81,178 |
|
|
$ |
(76,952 |
) |
|
$ |
4,226 |
|
|
$ |
81,178 |
|
|
$ |
(67,514 |
) |
|
$ |
13,664 |
|
Customer and partner relationships |
|
|
79,525 |
|
|
|
(48,941 |
) |
|
|
30,584 |
|
|
|
79,025 |
|
|
|
(39,578 |
) |
|
|
39,447 |
|
Non-compete agreements |
|
|
1,800 |
|
|
|
(500 |
) |
|
|
1,300 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Trade name |
|
|
3,400 |
|
|
|
(3,089 |
) |
|
|
311 |
|
|
|
3,400 |
|
|
|
(2,746 |
) |
|
|
654 |
|
Other |
|
|
4,462 |
|
|
|
(4,343 |
) |
|
|
119 |
|
|
|
4,462 |
|
|
|
(4,162 |
) |
|
|
300 |
|
Finite-lived intangible assets |
|
|
170,365 |
|
|
|
(133,825 |
) |
|
|
36,540 |
|
|
|
168,065 |
|
|
|
(114,000 |
) |
|
|
54,065 |
|
Indefinite-lived trade name |
|
|
918 |
|
|
|
— |
|
|
|
918 |
|
|
|
918 |
|
|
|
— |
|
|
|
918 |
|
Total intangible assets |
|
$ |
171,283 |
|
|
$ |
(133,825 |
) |
|
$ |
37,458 |
|
|
$ |
168,983 |
|
|
$ |
(114,000 |
) |
|
$ |
54,983 |
|
Software development costs |
|
$ |
2,365 |
|
|
|
(196 |
) |
|
|
2,169 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
Inventories consist of the following (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
Raw materials |
|
$ |
2,740 |
|
|
$ |
1,871 |
|
Work in process |
|
|
840 |
|
|
|
799 |
|
Finished goods |
|
|
99,729 |
|
|
|
97,290 |
|
|
|
$ |
103,309 |
|
|
$ |
99,960 |
|
Prepaid expenses and other current assets consist of the following (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
Non-trade receivables |
|
$ |
9,251 |
|
|
$ |
10,463 |
|
Prepaid expenses |
|
|
31,164 |
|
|
|
35,489 |
|
Derivative assets |
|
|
6,748 |
|
|
|
4,158 |
|
Other current assets |
|
|
3,189 |
|
|
|
2,429 |
|
|
|
$ |
50,352 |
|
|
$ |
52,539 |
|
Property and equipment, net, consist of the following (in thousands):
|
|
|
|
|
December 31, |
|
||||||
|
|
Estimated useful Life |
|
|
2013 |
|
|
2012 |
|
|||
Computer equipment and software |
|
|
3 to 5 years |
|
|
$ |
265,222 |
|
|
$ |
241,642 |
|
Equipment, furniture and fixtures |
|
|
1 to 7 years |
|
|
|
113,214 |
|
|
|
101,784 |
|
Tooling equipment |
|
|
3 years |
|
|
|
20,811 |
|
|
|
18,544 |
|
Leasehold improvements |
|
|
3 to 13 years |
|
|
|
59,595 |
|
|
|
59,931 |
|
|
|
|
|
|
|
|
458,842 |
|
|
|
421,901 |
|
Less: Accumulated depreciation and amortization |
|
|
|
|
|
|
(343,685 |
) |
|
|
(288,582 |
) |
|
|
|
|
|
|
$ |
115,157 |
|
|
$ |
133,319 |
|
Deferred revenues consist of the following (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
Short-term: |
|
|
|
|
|
|
|
|
Service |
|
$ |
170,701 |
|
|
$ |
156,487 |
|
Product |
|
|
307 |
|
|
|
595 |
|
License |
|
|
1,400 |
|
|
|
1,400 |
|
|
|
$ |
172,408 |
|
|
$ |
158,482 |
|
Long-term: |
|
|
|
|
|
|
|
|
Service |
|
$ |
83,092 |
|
|
$ |
85,286 |
|
Product |
|
|
— |
|
|
|
— |
|
License |
|
|
4,375 |
|
|
|
5,775 |
|
|
|
$ |
87,467 |
|
|
$ |
91,061 |
|
Other accrued liabilities consist of the following (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
Accrued expenses |
|
$ |
22,515 |
|
|
$ |
19,165 |
|
Accrued co-op expenses |
|
|
4,629 |
|
|
|
4,571 |
|
Restructuring reserves |
|
|
11,238 |
|
|
|
5,347 |
|
Warranty obligations |
|
|
9,475 |
|
|
|
10,475 |
|
Derivative liability |
|
|
6,780 |
|
|
|
3,273 |
|
Employee stock purchase plan withholding |
|
|
10,883 |
|
|
|
10,186 |
|
Other accrued liabilities |
|
|
12,224 |
|
|
|
10,001 |
|
|
|
$ |
77,744 |
|
|
$ |
63,018 |
|
|
The following table summarizes the activity of the Company’s restructuring reserves (in thousands):
|
|
Severance/Other |
|
|
Facilities |
|
|
Projects |
|
|
Total |
|
||||
Balance at December 31, 2010 |
|
$ |
2,524 |
|
|
|
697 |
|
|
$ |
— |
|
|
|
3,221 |
|
Additions to the reserve |
|
|
8,698 |
|
|
|
698 |
|
|
|
— |
|
|
|
9,396 |
|
Cash payments and other usage |
|
|
(8,736 |
) |
|
|
(941 |
) |
|
|
— |
|
|
|
(9,677 |
) |
Balance at December 31, 2011 |
|
$ |
2,486 |
|
|
$ |
454 |
|
|
$ |
— |
|
|
$ |
2,940 |
|
Additions to the reserve |
|
|
13,090 |
|
|
|
11,730 |
|
|
|
— |
|
|
|
24,820 |
|
Non-cash write-off of leasehold improvements |
|
|
— |
|
|
|
(2,796 |
) |
|
|
— |
|
|
|
(2,796 |
) |
Cash payments and other usage |
|
|
(14,214 |
) |
|
|
(1,924 |
) |
|
|
— |
|
|
|
(16,138 |
) |
Balance at December 31, 2012 |
|
$ |
1,362 |
|
|
$ |
7,464 |
|
|
$ |
— |
|
|
$ |
8,826 |
|
Additions to the reserve |
|
|
10,185 |
|
|
|
38,231 |
|
|
|
2,880 |
|
|
|
51,296 |
|
Non-cash write-off of leasehold improvements |
|
|
— |
|
|
|
(3,547 |
) |
|
|
— |
|
|
|
(3,547 |
) |
Cash payments and other usage |
|
|
(10,404 |
) |
|
|
(8,362 |
) |
|
|
(2,880 |
) |
|
|
(21,646 |
) |
Balance at December 31, 2013 |
|
$ |
1,143 |
|
|
$ |
33,786 |
|
|
$ |
— |
|
|
$ |
34,929 |
|
|
The following table sets forth total interest expense recognized related to the Term Loan (in thousands):
|
|
2013 |
|
|
Contractual interest expense |
|
$ |
1,605 |
|
Amortization of debt issuance costs |
|
|
178 |
|
|
|
$ |
1,783 |
|
|
In addition, the Company has short-term and long-term investments in debt and equity securities which are summarized as follows: (in thousands):
|
|
Cost Basis |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair Value |
|
||||
Balances at December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments—Short-term: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government securities |
|
$ |
19,792 |
|
|
$ |
9 |
|
|
$ |
— |
|
|
$ |
19,801 |
|
U.S. government agency securities |
|
|
38,388 |
|
|
|
16 |
|
|
|
(3 |
) |
|
|
38,401 |
|
Non-U.S. government securities |
|
|
13,734 |
|
|
|
10 |
|
|
|
— |
|
|
|
13,744 |
|
Corporate debt securities |
|
|
62,720 |
|
|
|
22 |
|
|
|
(4 |
) |
|
|
62,738 |
|
Total investments – short-term |
|
$ |
134,634 |
|
|
$ |
57 |
|
|
$ |
(7 |
) |
|
$ |
134,684 |
|
Investments—Long-term: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government securities |
|
$ |
12,252 |
|
|
$ |
8 |
|
|
$ |
— |
|
|
$ |
12,260 |
|
U.S. government agency securities |
|
|
30,627 |
|
|
|
12 |
|
|
|
(3 |
) |
|
|
30,636 |
|
Non-U.S. government securities |
|
|
2,305 |
|
|
|
4 |
|
|
|
— |
|
|
|
2,309 |
|
Corporate debt securities |
|
|
11,152 |
|
|
|
15 |
|
|
|
— |
|
|
|
11,167 |
|
Total investments – long-term |
|
$ |
56,336 |
|
|
$ |
39 |
|
|
$ |
(3 |
) |
|
$ |
56,372 |
|
Balances at December 31, 2012: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments—Short-term: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government securities |
|
$ |
24,205 |
|
|
$ |
3 |
|
|
$ |
— |
|
|
$ |
24,208 |
|
U.S. government agency securities |
|
|
101,036 |
|
|
|
39 |
|
|
|
(5 |
) |
|
|
101,070 |
|
Non-U.S. government securities |
|
|
1,527 |
|
|
|
— |
|
|
|
— |
|
|
|
1,527 |
|
Corporate debt securities |
|
|
70,386 |
|
|
|
20 |
|
|
|
(15 |
) |
|
|
70,391 |
|
Total investments – short-term |
|
$ |
197,154 |
|
|
$ |
62 |
|
|
$ |
(20 |
) |
|
$ |
197,196 |
|
Investments—Long-term: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government securities |
|
$ |
6,396 |
|
|
$ |
4 |
|
|
$ |
— |
|
|
$ |
6,400 |
|
U.S. government agency securities |
|
|
22,145 |
|
|
|
17 |
|
|
|
(2 |
) |
|
|
22,160 |
|
Non-U.S. government securities |
|
|
422 |
|
|
|
— |
|
|
|
— |
|
|
|
422 |
|
Corporate debt securities |
|
|
21,368 |
|
|
|
— |
|
|
|
(17 |
) |
|
|
21,351 |
|
Total investments – long-term |
|
$ |
50,331 |
|
|
$ |
21 |
|
|
$ |
(19 |
) |
|
$ |
50,333 |
|
The following table summarizes the fair value and gross unrealized losses of the Company’s investments, including those securities that are categorized as cash equivalents, with unrealized losses, aggregated by type of investment instrument and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2013 and 2012 (in thousands):
|
|
Less than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
|||||||||||||||
|
|
Fair Value |
|
|
Gross |
|
|
Fair Value |
|
|
Gross |
|
|
Fair Value |
|
|
Gross |
|
||||||
December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency securities |
|
|
5,533 |
|
|
|
(6 |
) |
|
|
— |
|
|
|
— |
|
|
|
5,533 |
|
|
|
(6 |
) |
Corporate debt securities |
|
|
9,837 |
|
|
|
(3 |
) |
|
|
1,504 |
|
|
|
(1 |
) |
|
|
11,341 |
|
|
|
(4 |
) |
Total investments |
|
$ |
15,370 |
|
|
$ |
(9 |
) |
|
$ |
1,504 |
|
|
$ |
(1 |
) |
|
$ |
16,874 |
|
|
$ |
(10 |
) |
December 31, 2012: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency securities |
|
|
21,768 |
|
|
|
(7 |
) |
|
|
— |
|
|
|
— |
|
|
|
21,768 |
|
|
|
(7 |
) |
Corporate debt securities |
|
|
43,743 |
|
|
|
(32 |
) |
|
|
1,999 |
|
|
|
— |
|
|
|
45,742 |
|
|
|
(32 |
) |
Total investments |
|
$ |
65,511 |
|
|
$ |
(39 |
) |
|
$ |
1,999 |
|
|
$ |
— |
|
|
$ |
67,510 |
|
|
$ |
(39 |
) |
During 2013, there were no transfers between the different levels of fair value measurements. At December 31, 2013, the fair value of the Company’s marketable securities and foreign currency contracts was determined using the following inputs (in thousands):
|
|
|
|
|
Fair Value Measurements at Reporting Date Using |
|
||||||
Description |
|
Total |
|
|
Quoted Prices in Active |
|
|
Significant Other |
|
|||
|
|
|
|
|
(Level 1) |
|
|
(Level 2) |
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed income available-for-sale securities(a) |
|
$ |
211,151 |
|
|
$ |
17,596 |
|
|
$ |
193,555 |
|
Foreign currency forward contracts(b) |
|
$ |
6,748 |
|
|
$ |
— |
|
|
$ |
6,748 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts(c) |
|
$ |
6,780 |
|
|
$ |
— |
|
|
$ |
6,780 |
|
(a) | Included in cash and cash equivalents and short- and long-term investments on the Company’s Consolidated Balance Sheets. |
(b) | Included in short-term derivative asset as prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets. |
(c) | Included in short-term derivative liability as other accrued liabilities on the Company’s Consolidated Balance Sheets. |
|
The Company leases certain office facilities and equipment under noncancelable operating leases expiring between 2014 and 2023. As of December 31, 2013, the following future minimum lease payments are due under the current lease obligations (in thousands). There were no sublease income assumptions included in the future minimum lease payments, as the amounts are not material. In addition to these minimum lease payments, the Company is contractually obligated under the majority of its operating leases to pay certain operating expenses during the term of the lease such as maintenance, taxes and insurance.
|
|
Minimum |
|
|
Year Ending December 31, |
|
|
|
|
2014 |
|
$ |
32,637 |
|
2015 |
|
|
27,294 |
|
2016 |
|
|
20,125 |
|
2017 |
|
|
17,701 |
|
2018 |
|
|
15,592 |
|
Thereafter |
|
|
48,839 |
|
Total |
|
$ |
162,188 |
|
|
The estimates of fair value are based on applicable and commonly quoted prices and prevailing financial market information as of December 31, 2013. See Note 9 of Notes to Consolidated Financial Statements for additional information on the fair value measurements for all financial assets and liabilities, including derivative assets and derivative liabilities that are measured at fair value in the Consolidated Financial Statements on a recurring basis. The following table sets forth the Company’s derivative instruments measured at gross fair value as reflected in the consolidated balance sheets as of December 31, 2013 and 2012 (in thousands):
|
|
December 31, 2013 |
|
|
December 31, 2012 |
|
||||||||||
|
|
Fair Value of |
|
|
Fair Value of Derivatives |
|
|
Fair Value of |
|
|
Fair Value of Derivatives |
|
||||
Derivative assets(a): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
$ |
4,457 |
|
|
$ |
2,291 |
|
|
$ |
2,992 |
|
|
$ |
1,166 |
|
Derivative liabilities(b): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
$ |
4,235 |
|
|
$ |
2,545 |
|
|
$ |
1,760 |
|
|
$ |
1,513 |
|
(a) | All derivative assets are recorded as prepaid expenses and other current assets in the Consolidated Balance Sheets. |
(b) | All derivative liabilities are recorded as other accrued liabilities in the Consolidated Balance Sheets. |
The following table sets forth the offsetting of derivative assets as of December 31, 2013 and 2012 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Gross |
|
|
Net Amounts |
|
|
Gross Amounts Not Offset in the |
|
||||||||||||
|
|
Gross |
|
|
Amounts |
|
|
Of Assets |
|
|
Consolidated Balance Sheets |
|
||||||||||||
|
|
Amounts of |
|
|
Offset in the |
|
|
Presented In the |
|
|
|
|
|
Cash |
|
|
|
|
||||||
|
|
Recognized |
|
|
Consolidated |
|
|
Consolidated |
|
|
Financial |
|
|
Collateral |
|
|
Net |
|
||||||
|
|
Assets |
|
|
Balance Sheets |
|
|
Balance Sheets |
|
|
Instruments |
|
|
Pledged |
|
|
Amount |
|
||||||
As of December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
$ |
6,748 |
|
|
$ |
— |
|
|
$ |
6,748 |
|
|
$ |
(5,643 |
) |
|
$ |
— |
|
|
$ |
1,105 |
|
As of December 31, 2012: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
$ |
4,158 |
|
|
$ |
— |
|
|
$ |
4,158 |
|
|
$ |
(3,227 |
) |
|
$ |
— |
|
|
$ |
931 |
|
The following table sets forth the offsetting of derivative liabilities as of December 31, 2013 and 2012 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Gross |
|
|
Net Amounts |
|
|
Gross Amounts Not Offset in the |
|
||||||||||||
|
|
Gross |
|
|
Amounts |
|
|
Of Assets |
|
|
Consolidated Balance Sheets |
|
||||||||||||
|
|
Amounts of |
|
|
Offset in the |
|
|
Presented In the |
|
|
|
|
|
Cash |
|
|
|
|
||||||
|
|
Recognized |
|
|
Consolidated |
|
|
Consolidated |
|
|
Financial |
|
|
Collateral |
|
|
Net |
|
||||||
|
|
Liabilities |
|
|
Balance Sheets |
|
|
Balance Sheets |
|
|
Instruments |
|
|
Pledged |
|
|
Amount |
|
||||||
As of December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
$ |
6,780 |
|
|
$ |
— |
|
|
$ |
6,780 |
|
|
$ |
(5,643 |
) |
|
$ |
— |
|
|
$ |
1,137 |
|
As of December 31, 2012: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
$ |
3,273 |
|
|
$ |
— |
|
|
$ |
3,273 |
|
|
$ |
(3,227 |
) |
|
$ |
— |
|
|
$ |
46 |
|
The following table summarizes the Company’s notional position by currency, and approximate U.S. dollar equivalent, at December 31, 2013 of the outstanding non-designated hedges (foreign currency and dollar amounts in thousands):
|
|
Original Maturities |
|
|
Original Maturities |
|
||||||||||||||||||
|
|
Foreign |
|
|
USD |
|
|
Positions |
|
|
Foreign |
|
|
USD |
|
|
Positions |
|
||||||
Brazilian Real |
|
|
3,022 |
|
|
$ |
1,290 |
|
|
|
Buy |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Brazilian Real |
|
|
8,460 |
|
|
$ |
3,557 |
|
|
|
Sell |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
British Pound |
|
|
3,978 |
|
|
$ |
6,540 |
|
|
|
Buy |
|
|
|
10,595 |
|
|
$ |
16,750 |
|
|
|
Buy |
|
British Pound |
|
|
2,338 |
|
|
$ |
3,863 |
|
|
|
Sell |
|
|
|
13,176 |
|
|
$ |
20,422 |
|
|
|
Sell |
|
Euro |
|
|
2,983 |
|
|
$ |
4,110 |
|
|
|
Buy |
|
|
|
11,608 |
|
|
$ |
15,640 |
|
|
|
Buy |
|
Euro |
|
|
6,463 |
|
|
$ |
8,892 |
|
|
|
Sell |
|
|
|
48,654 |
|
|
$ |
65,842 |
|
|
|
Sell |
|
Israeli Shekel |
|
|
22,156 |
|
|
$ |
6,394 |
|
|
|
Buy |
|
|
|
49,055 |
|
|
$ |
13,103 |
|
|
|
Buy |
|
Israeli Shekel |
|
|
58,148 |
|
|
$ |
16,670 |
|
|
|
Sell |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Japanese Yen |
|
|
333,876 |
|
|
$ |
3,180 |
|
|
|
Buy |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Japanese Yen |
|
|
741,012 |
|
|
$ |
7,137 |
|
|
|
Sell |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Mexican Peso |
|
|
9,289 |
|
|
$ |
710 |
|
|
|
Buy |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Mexican Peso |
|
|
20,547 |
|
|
$ |
1,564 |
|
|
|
Sell |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
The following table shows the effect of the Company’s non-designated hedges in the consolidated statement of operations for the twelve months ended December 31, 2013 (in thousands):
Derivatives Not Designated as Hedging |
|
Location of Gain or (Loss) |
|
Amount of Gain or (Loss) |
Foreign exchange contracts |
|
Interest and other income (expense), net |
|
$(411) |
The following table summarizes the Company’s notional position by currency, and approximate U.S. dollar equivalent, at December 31, 2013 of the outstanding cash flow hedges, all of which are carried at fair value on the consolidated balance sheet (foreign currency and dollar amounts in thousands):
|
|
Original Maturities |
|
|
Original Maturities |
|
||||||||||||||||||
|
|
Foreign |
|
|
USD |
|
|
Positions |
|
|
Foreign |
|
|
USD |
|
|
Positions |
|
||||||
Chinese Yuan |
|
|
91,600 |
|
|
$ |
14,973 |
|
|
|
Buy |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Euro |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
25,192 |
|
|
$ |
33,301 |
|
|
|
Buy |
|
Euro |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
54,146 |
|
|
$ |
71,802 |
|
|
|
Sell |
|
British Pound |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
20,705 |
|
|
$ |
32,115 |
|
|
|
Buy |
|
British Pound |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
18,824 |
|
|
$ |
29,421 |
|
|
|
Sell |
|
Israeli Shekel |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
87,345 |
|
|
$ |
24,085 |
|
|
|
Buy |
|
The following tables show the effect of the Company’s derivative instruments designated as cash flow hedges in the Consolidated Statements of Operations (in thousands):
|
|
Year Ended December 31, 2013 |
|
|||||||||||||||
|
|
Gain or (Loss) |
|
|
Location of Gain or (Loss) |
|
Gain or (Loss) |
|
|
Location of Gain or (Loss) |
|
|
Gain or (Loss) |
|
||||
Foreign exchange contracts |
|
$ |
1,374 |
|
|
Product revenues |
|
$ |
207 |
|
|
|
Interest and other income (expense), net |
|
|
$ |
368 |
|
|
|
|
|
|
|
Cost of revenues |
|
|
279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and |
|
|
1,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
164 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,374 |
|
|
|
|
$ |
2,308 |
|
|
|
|
|
|
$ |
368 |
|
|
|
Year Ended December 31, 2012 |
|
|||||||||||||||
|
|
Gain or (Loss) |
|
|
Location of Gain or (Loss) |
|
Gain or (Loss) |
|
|
Location of Gain or (Loss) |
|
|
Gain or (Loss) |
|
||||
Foreign exchange contracts |
|
$ |
1,018 |
|
|
Product revenues |
|
$ |
7,133 |
|
|
|
Interest and other income (expense), net |
|
|
$ |
42 |
|
|
|
|
|
|
|
Cost of revenues |
|
|
(607 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
(974 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and |
|
|
(774 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and |
|
|
(1,044 |
) |
|
|
|
|
|
|
|
|
Total |
|
$ |
1,018 |
|
|
|
|
$ |
3,734 |
|
|
|
|
|
|
$ |
42 |
|
(a) | For the year ended December 31, 2013, there were no gains or losses for the ineffective portion. For the year ended December 31, 2012, the loss recorded for the ineffective portion was immaterial. |
|
The following table summarizes the changes in accumulated other comprehensive income, net of tax, by component for the year ended December 31, 2013 (in thousands). The tax effects were not shown separately, as the impacts were not material.
|
|
Unrealized Gains and Losses on Cash |
|
|
Unrealized Gains and Losses on |
|
|
Foreign |
|
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2012 |
|
$ |
1,014 |
|
|
$ |
2 |
|
|
$ |
3,180 |
|
|
$ |
4,196 |
|
Other comprehensive income before reclassifications |
|
|
1,374 |
|
|
|
18 |
|
|
|
1,039 |
|
|
|
2,431 |
|
Amounts reclassified from accumulated other comprehensive income (a) |
|
|
(2,308 |
) |
|
|
53 |
|
|
|
— |
|
|
|
(2,255 |
) |
Net current-period other comprehensive income |
|
|
(934 |
) |
|
|
71 |
|
|
|
1,039 |
|
|
|
176 |
|
Balance as of December 31, 2013 |
|
$ |
80 |
|
|
$ |
73 |
|
|
$ |
4,219 |
|
|
$ |
4,372 |
|
(a) | See Note 12 for details of gains and losses, net of taxes, reclassified out of accumulated other comprehensive income into net income related to cash flow hedges and each line item of net income affected by the reclassification. Gains and losses related to available-for-sale securities were reclassified into interest and other income (expense), net in the Consolidated Statements of Operations, net of taxes. |
Activity under the above plans for the year ended December 31, 2013 was as follows:
|
|
|
|
Outstanding Options |
|
|
|
|
|
Aggregate |
|
|||||||||
|
|
Shares |
|
|
Number of |
|
|
Weighted Avg |
|
|
Weighted Avg |
|
|
|
||||||
Balances, December 31, 2012 |
|
|
9,230,011 |
|
|
|
1,440,133 |
|
|
$ |
12.68 |
|
|
|
|
|
|
|
|
|
Additional shares available for grant (2) |
|
|
10,500,000 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Performance shares granted |
|
|
(3,202,038 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Performance shares forfeited |
|
|
3,808,784 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Restricted stock units granted |
|
|
(9,802,302 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Restricted stock units forfeited |
|
|
3,277,890 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Options granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
— |
|
|
|
(282,396 |
) |
|
$ |
10.10 |
|
|
|
|
|
|
|
|
|
Options forfeited |
|
|
460,519 |
|
|
|
(460,519 |
) |
|
$ |
12.80 |
|
|
|
|
|
|
|
|
|
Options expired |
|
|
(70 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Balances, December 31, 2013 |
|
|
14,272,794 |
|
|
|
697,218 |
|
|
$ |
13.64 |
|
|
|
|
|
|
|
|
|
Options vested and expected to vest as of December 31, 2013 (3) |
|
|
— |
|
|
|
689,924 |
|
|
$ |
13.66 |
|
|
|
2.73 |
|
|
$ |
36 |
|
· | For purposes of this table, shares are counted on a fungible basis for full value award activity. |
· | Approved by stockholders on June 5, 2013. |
(3) | Options expected to vest are the result of applying the pre-vesting forfeiture rate assumption to total outstanding options. |
The options outstanding and currently exercisable by exercise price at December 31, 2013, are as follows:
|
|
Stock Options Outstanding |
|
|
Stock Options Exercisable |
|
||||||||||||||||||
Range of Exercise Price |
|
Number |
|
|
Weighted |
|
|
Weighted |
|
|
Number |
|
|
Weighted |
|
|
Weighted |
|
||||||
$0.75-$0.75 |
|
|
3,477 |
|
|
|
2.44 |
|
|
$ |
0.75 |
|
|
|
3,100 |
|
|
|
|
|
|
$ |
0.75 |
|
$11.61-$11.61 |
|
|
351,818 |
|
|
|
5.02 |
|
|
$ |
11.61 |
|
|
|
180,157 |
|
|
|
|
|
|
$ |
11.61 |
|
$11.67-$16.65 |
|
|
198,133 |
|
|
|
0.66 |
|
|
$ |
14.72 |
|
|
|
198,133 |
|
|
|
|
|
|
$ |
14.72 |
|
$17.42-$17.42 |
|
|
143,790 |
|
|
|
0.10 |
|
|
$ |
17.42 |
|
|
|
143,790 |
|
|
|
|
|
|
$ |
17.42 |
|
|
|
|
697,218 |
|
|
|
2.76 |
|
|
$ |
13.64 |
|
|
|
525,180 |
|
|
|
1.97 |
|
|
$ |
14.31 |
|
The following table summarizes the changes in unvested performance shares and RSUs and non-employee director RSUs for 2013:
|
|
Number of |
|
|
Weighted Avg |
|
||
Unvested shares at December 31, 2012 |
|
|
8,305,508 |
|
|
$ |
17.03 |
|
Performance shares granted |
|
|
1,836,284 |
|
|
$ |
9.30 |
|
Restricted stock units granted (2) |
|
|
5,870,349 |
|
|
$ |
10.24 |
|
Performance shares vested and issued |
|
|
(156,128 |
) |
|
$ |
9.74 |
|
Restricted stock units vested and issued |
|
|
(2,672,336 |
) |
|
$ |
15.98 |
|
Performance shares forfeited |
|
|
(2,096,944 |
) |
|
$ |
15.95 |
|
Restricted stock units forfeited |
|
|
(1,881,271 |
) |
|
$ |
13.29 |
|
Unvested shares at December 31, 2013 |
|
|
9,205,462 |
|
|
$ |
12.59 |
|
(1) | For purposes of this table, shares are counted on a one-for-one basis, not on a fungible share counting basis. |
(2) | Includes 126,666 restricted stock units granted to non-employee directors. |
The following table summarizes stock-based compensation expense recorded and its allocation within the Consolidated Statements of Operations (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Cost of sales—product |
|
$ |
2,892 |
|
|
$ |
3,593 |
|
|
$ |
2,501 |
|
Cost of sales—service |
|
|
5,852 |
|
|
|
6,611 |
|
|
|
3,766 |
|
Stock-based compensation expense included in cost of sales |
|
|
8,744 |
|
|
|
10,204 |
|
|
|
6,267 |
|
Sales and marketing |
|
|
26,570 |
|
|
|
36,791 |
|
|
|
27,022 |
|
Research and development |
|
|
15,634 |
|
|
|
20,195 |
|
|
|
14,850 |
|
General and administrative |
|
|
13,517 |
|
|
|
21,571 |
|
|
|
15,714 |
|
Stock-based compensation expense included in operating expenses |
|
|
55,721 |
|
|
|
78,557 |
|
|
|
57,586 |
|
Stock-based compensation expense |
|
|
64,465 |
|
|
|
88,761 |
|
|
|
63,853 |
|
Less: tax benefit |
|
|
11,174 |
|
|
|
21,880 |
|
|
|
5,134 |
|
Stock-based compensation costs related to employee equity awards and employee stock purchases, net of tax |
|
$ |
53,291 |
|
|
$ |
66,881 |
|
|
$ |
58,719 |
|
The fair value of each employee stock option grant was estimated on the date of grant using the Black-Scholes option valuation model based on the following assumptions:
|
|
2012 |
|
|
Expected volatility |
|
|
51.24 |
% |
Risk-free interest rate |
|
|
0.5 |
% |
Expected dividends |
|
|
— |
% |
Expected life (yrs) |
|
|
3.70 |
|
The estimated fair value per share of employee stock purchase rights granted pursuant to ESPP in 2013, 2012, and 2011 ranged from $2.60 to $4.57, from $2.69 to $8.40, and from $5.51 to $9.98, respectively, and was estimated on the date of grant using the Black-Scholes option valuation model based on the following assumptions:
|
|
2013 |
|
2012 |
|
2011 |
|||
Expected volatility |
|
42.40-48.89 |
% |
|
48.27-61.78 |
% |
|
39.57 |
% |
Risk-free interest rate |
|
0.08-0.35 |
% |
|
0.09-0.24 |
% |
|
0.24 |
% |
Expected dividends |
|
— |
% |
|
— |
% |
|
— |
% |
Expected life (yrs) |
|
0.5-2.0 |
|
|
0.5-2.0 |
|
|
1.03 |
|
|
Income tax expense (benefit) consists of the following (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
2013 |
|
|
2012 |
|
|
2011 |
|
||||
Income tax expense from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
(953 |
) |
|
$ |
44,569 |
|
|
$ |
3,825 |
|
State |
|
|
(72 |
) |
|
|
3,283 |
|
|
|
2,240 |
|
Foreign |
|
|
8,604 |
|
|
|
9,488 |
|
|
|
6,445 |
|
|
|
|
7,579 |
|
|
|
57,340 |
|
|
|
12,510 |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(10,715 |
) |
|
|
(13,372 |
) |
|
|
(3,528 |
) |
State |
|
|
(818 |
) |
|
|
(1,308 |
) |
|
|
433 |
|
Foreign |
|
|
285 |
|
|
|
(3,193 |
) |
|
|
(3,191 |
) |
|
|
|
(11,248 |
) |
|
|
(17,873 |
) |
|
|
(6,286 |
) |
Total income tax expense (benefit) from continuing operations |
|
$ |
(3,669 |
) |
|
$ |
39,467 |
|
|
$ |
6,224 |
|
Income tax expense (benefit) from discontinued operations |
|
$ |
96 |
|
|
$ |
(29,311 |
) |
|
$ |
6,160 |
|
Income from continuing operations before income taxes is categorized geographically as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
2013 |
|
|
2012 |
|
|
2011 |
|
||||
United States |
|
$ |
(17,823 |
) |
|
$ |
(37,025 |
) |
|
$ |
25,394 |
|
Foreign |
|
|
(4,381 |
) |
|
|
39,523 |
|
|
|
105,760 |
|
Total income (loss) from continuing operations before income taxes |
|
$ |
(22,204 |
) |
|
$ |
2,498 |
|
|
$ |
131,154 |
|
The Company’s tax provision from continuing operations differs from the provision computed using statutory tax rates as follows (in thousands):
|
|
Year ended December 31, |
|
|||||||||
|
2013 |
|
|
2012 |
|
|
2011 |
|
||||
Federal tax at statutory rate |
|
$ |
(7,771 |
) |
|
$ |
2,194 |
|
|
$ |
46,827 |
|
State taxes, net of federal benefit |
|
|
(1,571 |
) |
|
|
2,354 |
|
|
|
2,673 |
|
Non-deductible share based compensation |
|
|
2,900 |
|
|
|
6,143 |
|
|
|
3,467 |
|
Foreign income at tax rates different than U.S. rates |
|
|
7,104 |
|
|
|
(10,176 |
) |
|
|
(37,980 |
) |
Changes in reserves for uncertain tax positions |
|
|
(2,497 |
) |
|
|
(3,926 |
) |
|
|
(8,852 |
) |
Research and development tax credit |
|
|
(4,243 |
) |
|
|
(268 |
) |
|
|
(3,008 |
) |
Domestic production activities deduction |
|
|
(757 |
) |
|
|
(1,136 |
) |
|
|
(574 |
) |
Gain on intercompany debt |
|
|
— |
|
|
|
36,163 |
|
|
|
— |
|
Non-deductible executive compensation |
|
|
460 |
|
|
|
358 |
|
|
|
438 |
|
Subpart F income |
|
|
716 |
|
|
|
657 |
|
|
|
657 |
|
Non-deductible acquisition and divestiture costs |
|
|
(355 |
) |
|
|
4,782 |
|
|
|
1,025 |
|
Sale of intellectual property |
|
|
2,947 |
|
|
|
2,356 |
|
|
|
1,424 |
|
Foreign tax credit |
|
|
(359 |
) |
|
|
(264 |
) |
|
|
(211 |
) |
Other |
|
|
(243 |
) |
|
|
230 |
|
|
|
338 |
|
Tax provision (benefit) |
|
$ |
(3,669 |
) |
|
$ |
39,467 |
|
|
$ |
6,224 |
|
The tax effects of temporary differences that give rise to the deferred tax assets (liabilities) are presented below (in thousands):
|
|
December 31, |
|
|||||
|
2013 |
|
|
2012 |
|
|||
Property and equipment, net, principally due to differences in depreciation |
|
$ |
6,508 |
|
|
$ |
8,208 |
|
Capitalized research and development costs |
|
|
425 |
|
|
|
504 |
|
Acquired intangibles |
|
|
3,742 |
|
|
|
2,274 |
|
Inventory |
|
|
6,910 |
|
|
|
5,887 |
|
Restructuring reserves |
|
|
10,214 |
|
|
|
2,851 |
|
Deferred revenue |
|
|
13,699 |
|
|
|
13,964 |
|
Other reserves |
|
|
17,570 |
|
|
|
16,442 |
|
Share-based compensation |
|
|
15,906 |
|
|
|
20,065 |
|
Net operating loss and capital loss carryforwards |
|
|
2,511 |
|
|
|
3,302 |
|
Tax credit carryforwards |
|
|
16,457 |
|
|
|
12,977 |
|
Deferred tax asset |
|
|
93,942 |
|
|
|
86,474 |
|
Acquired intangibles |
|
|
(2,249 |
) |
|
|
(6,226 |
) |
Net deferred tax asset before valuation allowance |
|
$ |
91,693 |
|
|
$ |
80,248 |
|
Valuation allowance |
|
|
(3,359 |
) |
|
|
(3,161 |
) |
Net deferred tax asset, net of valuation allowance |
|
$ |
88,334 |
|
|
$ |
77,087 |
|
The aggregate changes in the balance of the Company’s gross unrecognized tax benefits were as follows for the periods indicated (in thousands):
|
|
December 31, |
|
|||||||||
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Beginning balance |
|
$ |
23,049 |
|
|
$ |
32,408 |
|
|
$ |
36,923 |
|
Additions based on tax positions taken during a prior period |
|
|
— |
|
|
|
304 |
|
|
|
1,130 |
|
Reductions based on tax positions taken during a prior period |
|
|
— |
|
|
|
(5,690 |
) |
|
|
(415 |
) |
Additions based on tax positions taken during the current period |
|
|
1,414 |
|
|
|
310 |
|
|
|
2,411 |
|
Reductions related to settlement of tax matters |
|
|
— |
|
|
|
(807 |
) |
|
|
(6,873 |
) |
Reductions related to a lapse of applicable statute of limitations |
|
|
(2,451 |
) |
|
|
(3,476 |
) |
|
|
(768 |
) |
Ending balance |
|
$ |
22,012 |
|
|
$ |
23,049 |
|
|
$ |
32,408 |
|
|
Financial information for each reportable geographical segment as of and for the fiscal years ended December 31, 2013, 2012, and 2011, based on the Company’s internal management system and as utilized by the Company’s Chief Operating Decision Maker (CODM), its Chief Executive Officer, is as follows (in thousands) :
|
|
Americas |
|
|
EMEA |
|
|
APAC |
|
|
Total |
|
||||
2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue* |
|
$ |
694,522 |
|
|
$ |
338,035 |
|
|
$ |
335,832 |
|
|
$ |
1,368,389 |
|
% of total revenue |
|
|
50 |
% |
|
|
25 |
% |
|
|
25 |
% |
|
|
100 |
% |
Contribution margin |
|
|
270,786 |
|
|
|
142,686 |
|
|
|
136,462 |
|
|
|
549,934 |
|
% of segment revenue |
|
|
39 |
% |
|
|
42 |
% |
|
|
41 |
% |
|
|
40 |
% |
2012: |
|
|
|
|
|
|
|
|
||||||||
Revenue* |
|
$ |
689,099 |
|
|
$ |
345,723 |
|
|
$ |
357,806 |
|
|
$ |
1,392,628 |
|
% of total revenue |
|
|
49 |
% |
|
|
25 |
% |
|
|
26 |
% |
|
|
100 |
% |
Contribution margin |
|
|
281,229 |
|
|
|
138,886 |
|
|
|
147,699 |
|
|
|
567,814 |
|
% of segment revenue |
|
|
41 |
% |
|
|
40 |
% |
|
|
41 |
% |
|
|
41 |
% |
2011: |
|
|
|
|
|
|
|
|
||||||||
Revenue* |
|
$ |
693,288 |
|
|
$ |
347,703 |
|
|
$ |
361,198 |
|
|
$ |
1,402,189 |
|
% of total revenue |
|
|
49 |
% |
|
|
25 |
% |
|
|
26 |
% |
|
|
100 |
% |
Contribution margin |
|
|
280,259 |
|
|
|
141,421 |
|
|
|
175,242 |
|
|
|
596,922 |
|
% of segment revenue |
|
|
40 |
% |
|
|
41 |
% |
|
|
49 |
% |
|
|
43 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross accounts receivable |
|
|
86,243 |
|
|
|
71,970 |
|
|
|
66,921 |
|
|
|
225,134 |
|
% of total gross accounts receivable |
|
|
38 |
% |
|
|
32 |
% |
|
|
30 |
% |
|
|
100 |
% |
At December 31, 2012: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross accounts receivable |
|
|
100,494 |
|
|
|
67,529 |
|
|
|
71,128 |
|
|
|
239,151 |
|
% of total gross accounts receivable |
|
|
42 |
% |
|
|
28 |
% |
|
|
30 |
% |
|
|
100 |
% |
At December 31, 2011: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross accounts receivable |
|
|
96,318 |
|
|
|
77,975 |
|
|
|
71,659 |
|
|
|
245,952 |
|
% of total gross accounts receivable |
|
|
39 |
% |
|
|
32 |
% |
|
|
29 |
% |
|
|
100 |
% |
*The United States and China, individually, accounted for more than 10% of the Company’s revenues in 2013, 2012 and 2011. Net revenues in the United States were $589.6 million, $583.0 million, and $593.6 million for the years ended December 31, 2013, 2012, and 2011, respectively. Net revenues in China were $147.3 million, $159.3 million, and $161.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. During 2013, 2012, and 2011, one customer from the Americas segment, ScanSource Communications, accounted for 16%, 14%, and 14%, respectively, of the Company’s revenues. At December 31, 2013, ScanSource accounted for 11% of total gross accounts receivable and no single customer accounted for more than 10% of gross accounts receivable at December 31, 2012 and 2011.
The following tables set forth the reconciliation of segment information to Polycom consolidated totals (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Segment contribution margin |
|
$ |
549,934 |
|
|
$ |
567,814 |
|
|
$ |
596,922 |
|
Corporate and unallocated costs |
|
|
(430,471 |
) |
|
|
(418,465 |
) |
|
|
(369,412 |
) |
Stock-based compensation |
|
|
(64,465 |
) |
|
|
(88,761 |
) |
|
|
(63,853 |
) |
Effect of stock-based compensation cost on warranty expense |
|
|
(547 |
) |
|
|
(669 |
) |
|
|
(546 |
) |
Transaction-related costs |
|
|
(3,424 |
) |
|
|
(14,064 |
) |
|
|
(9,688 |
) |
Amortization of purchased intangibles |
|
|
(19,750 |
) |
|
|
(17,465 |
) |
|
|
(11,201 |
) |
Restructuring costs |
|
|
(48,470 |
) |
|
|
(22,024 |
) |
|
|
(9,396 |
) |
Interest and other income (expense), net |
|
|
(5,011 |
) |
|
|
(3,868 |
) |
|
|
(1,672 |
) |
Income (loss) from continuing operations before provision for income taxes |
|
$ |
(22,204 |
) |
|
$ |
2,498 |
|
|
$ |
131,154 |
|
|
|
December 31, |
|
|||||||||
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Gross accounts receivables |
|
$ |
225,134 |
|
|
$ |
239,151 |
|
|
$ |
245,952 |
|
Returns and related reserves |
|
|
(38,938 |
) |
|
|
(41,576 |
) |
|
|
(33,416 |
) |
Allowance for doubtful accounts |
|
|
(2,827 |
) |
|
|
(2,921 |
) |
|
|
(1,732 |
) |
Total trade receivables, net |
|
$ |
183,369 |
|
|
$ |
194,654 |
|
|
$ |
210,804 |
|
The following table sets forth the Company’s revenues by groups of similar products and services as follows (in thousands):
|
|
Year ended December 31, |
|
|||||||||
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|||
Net Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
UC group systems |
|
$ |
904,923 |
|
|
$ |
956,153 |
|
|
$ |
971,753 |
|
UC personal devices |
|
|
219,103 |
|
|
|
180,939 |
|
|
|
175,673 |
|
UC platform |
|
|
244,363 |
|
|
|
255,536 |
|
|
|
254,763 |
|
Total |
|
$ |
1,368,389 |
|
|
$ |
1,392,628 |
|
|
$ |
1,402,189 |
|
The Company’s fixed assets, net of accumulated depreciation, are located in the following geographical areas (in thousands):
|
|
December 31, |
|
|||||
|
|
2013 |
|
|
2012 |
|
||
United States |
|
$ |
79,345 |
|
|
$ |
89,830 |
|
EMEA |
|
|
13,036 |
|
|
|
15,148 |
|
APAC |
|
|
21,403 |
|
|
|
26,408 |
|
Other |
|
|
1,373 |
|
|
|
1,933 |
|
Total |
|
$ |
115,157 |
|
|
$ |
133,319 |
|
|
|
|
2013 |
|
|
2012 |
|
||||||||||||||||||||||||||
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
347,942 |
|
|
$ |
336,461 |
|
|
$ |
345,234 |
|
|
$ |
338,752 |
|
|
$ |
353,026 |
|
|
$ |
335,392 |
|
|
$ |
358,500 |
|
|
$ |
345,710 |
|
Gross profit |
|
$ |
197,032 |
|
|
$ |
195,044 |
|
|
$ |
201,598 |
|
|
$ |
199,097 |
|
|
$ |
206,816 |
|
|
$ |
196,358 |
|
|
$ |
213,922 |
|
|
$ |
206,336 |
|
Net income (loss) from continuing operations |
|
$ |
(1,969 |
) |
|
$ |
(23,978 |
) |
|
$ |
5,295 |
|
|
$ |
2,117 |
|
|
$ |
(35,689 |
) |
|
$ |
(15,406 |
) |
|
$ |
1,962 |
|
|
$ |
12,164 |
|
Net income from operations of discontinued operations |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,178 |
|
|
$ |
645 |
|
|
$ |
4,313 |
|
|
$ |
2,752 |
|
Net gain from sale of discontinued operations |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
459 |
|
|
$ |
35,425 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Net income (loss) |
|
$ |
(1,969 |
) |
|
$ |
(23,978 |
) |
|
$ |
5,295 |
|
|
$ |
2,576 |
|
|
$ |
1,914 |
|
|
$ |
(14,761 |
) |
|
$ |
6,275 |
|
|
$ |
14,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share from continuing operations |
|
$ |
(0.01 |
) |
|
$ |
(0.14 |
) |
|
$ |
0.03 |
|
|
$ |
0.01 |
|
|
$ |
(0.20 |
) |
|
$ |
(0.09 |
) |
|
$ |
0.01 |
|
|
$ |
0.07 |
|
Net income per share from operations of discontinued operations |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.01 |
|
|
$ |
0.00 |
|
|
$ |
0.02 |
|
|
$ |
0.02 |
|
Net gain per share from operations of discontinued operations |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.20 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Basic net income (loss) per share |
|
$ |
(0.01 |
) |
|
$ |
(0.14 |
) |
|
$ |
0.03 |
|
|
$ |
0.01 |
|
|
$ |
0.01 |
|
|
$ |
(0.08 |
) |
|
$ |
0.04 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share from continuing operations |
|
$ |
(0.01 |
) |
|
$ |
(0.14 |
) |
|
$ |
0.03 |
|
|
$ |
0.01 |
|
|
$ |
(0.20 |
) |
|
$ |
(0.09 |
) |
|
$ |
0.01 |
|
|
$ |
0.07 |
|
Net income per share from operations of discontinued operations |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.01 |
|
|
$ |
0.00 |
|
|
$ |
0.02 |
|
|
$ |
0.02 |
|
Net gain per share from operations of discontinued operations |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.20 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Diluted net income (loss) per share |
|
$ |
(0.01 |
) |
|
$ |
(0.14 |
) |
|
$ |
0.03 |
|
|
$ |
0.01 |
|
|
$ |
0.01 |
|
|
$ |
(0.08 |
) |
|
$ |
0.04 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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