Delaware
|
1-12696
|
77-0207692
|
(State or Other Jurisdiction of Incorporation)
|
(Commission file number)
|
(I.R.S. Employer Identification No.)
|
Not Applicable
|
(Former name or former address, if changed since last report)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 9.01
|
Financial Statements and Exhibits.
|
•
|
Audited consolidated financial statements as of and for the years ended December 31, 2017 and 2016
|
•
|
Audited consolidated financial statements as of and for the year ended December 31, 2015
|
•
|
Unaudited Pro Forma Condensed Combined Balance Sheet of Plantronics, Inc. as of March 31, 2018; and,
|
•
|
Unaudited Pro Forma Condensed Combined Statement of Operations of Plantronics, Inc. for the year ended March 31, 2018.
|
|
Plantronics, Inc.
|
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/ Pamela Strayer
|
|
Dated: August 31, 2018
|
Pamela Strayer
Executive Vice President and Chief Financial Officer
|
|
Page
|
Independent Auditors’ Report
|
3
|
Consolidated Balance Sheets
|
4
|
Consolidated Statements of Operations
|
5
|
Consolidated Statements of Comprehensive Loss
|
6
|
Consolidated Statements of Stockholders’ Equity (Deficit)
|
7
|
Consolidated Statements of Cash Flows
|
8
|
Notes to Consolidated Financial Statements
|
9
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
86,005
|
|
|
$
|
100,075
|
|
Trade receivables, net
|
|
134,622
|
|
|
107,640
|
|
||
Inventories
|
|
71,293
|
|
|
110,113
|
|
||
Prepaid expenses and other current assets
|
|
29,683
|
|
|
34,680
|
|
||
Total current assets
|
|
321,603
|
|
|
352,508
|
|
||
Property and equipment, net
|
|
61,705
|
|
|
81,236
|
|
||
Goodwill
|
|
502,809
|
|
|
558,307
|
|
||
Purchased intangibles, net
|
|
918
|
|
|
5,582
|
|
||
Deferred taxes
|
|
64,878
|
|
|
89,606
|
|
||
Other assets
|
|
18,481
|
|
|
20,705
|
|
||
Total assets
|
|
$
|
970,394
|
|
|
$
|
1,107,944
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
68,042
|
|
|
$
|
82,246
|
|
Accrued payroll and related liabilities
|
|
54,478
|
|
|
30,114
|
|
||
Income taxes payable
|
|
4,929
|
|
|
2,318
|
|
||
Deferred revenue
|
|
172,538
|
|
|
166,894
|
|
||
Current portion of long-term debt
|
|
11,736
|
|
|
6,830
|
|
||
Other accrued liabilities
|
|
69,073
|
|
|
77,200
|
|
||
Total current liabilities
|
|
380,796
|
|
|
365,602
|
|
||
Long-term deferred revenue
|
|
82,800
|
|
|
78,806
|
|
||
Income taxes payable
|
|
9,072
|
|
|
8,622
|
|
||
Long-term debt
|
|
694,854
|
|
|
828,822
|
|
||
Other non-current liabilities
|
|
75,438
|
|
|
22,393
|
|
||
Total liabilities
|
|
$
|
1,242,960
|
|
|
$
|
1,304,245
|
|
Commitments and contingencies (Note 10)
|
|
|
|
|
||||
Stockholders' deficit
|
|
|
|
|
||||
Common stock, $0.001 par value; authorized: 101,000 shares; issued and outstanding: 100,100 shares at December 31, 2017 and 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
Additional paid-in capital
|
|
138,394
|
|
|
138,394
|
|
||
Accumulated deficit
|
|
(409,089
|
)
|
|
(329,048
|
)
|
||
Accumulated other comprehensive loss
|
|
(1,871
|
)
|
|
(5,647
|
)
|
||
Total stockholders' deficit
|
|
$
|
(272,566
|
)
|
|
$
|
(196,301
|
)
|
Total liabilities and stockholders' deficit
|
|
$
|
970,394
|
|
|
$
|
1,107,944
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Revenues
|
|
|
|
|
||||
Product revenues
|
|
$
|
820,416
|
|
|
$
|
782,584
|
|
Service revenues
|
|
322,363
|
|
|
340,342
|
|
||
Total revenues
|
|
1,142,779
|
|
|
1,122,926
|
|
||
Cost of revenues
|
|
|
|
|
||||
Cost of product revenues
|
|
378,355
|
|
|
373,314
|
|
||
Cost of service revenues
|
|
117,642
|
|
|
128,610
|
|
||
Total cost of revenues
|
|
495,997
|
|
|
501,924
|
|
||
Gross profit
|
|
646,782
|
|
|
621,002
|
|
||
Operating expenses
|
|
|
|
|
||||
Sales and marketing
|
|
270,690
|
|
|
327,789
|
|
||
Research and development
|
|
135,655
|
|
|
170,370
|
|
||
General and administrative
|
|
69,135
|
|
|
92,870
|
|
||
Amortization of purchased intangibles
|
|
4,664
|
|
|
8,250
|
|
||
Amortization of goodwill
|
|
56,021
|
|
|
—
|
|
||
Restructuring costs
|
|
9,090
|
|
|
26,437
|
|
||
Litigation reserves and payments
|
|
673
|
|
|
1,870
|
|
||
Transaction-related costs
|
|
6,090
|
|
|
121,761
|
|
||
Total operating expenses
|
|
552,018
|
|
|
749,347
|
|
||
Operating income (loss)
|
|
94,764
|
|
|
(128,345
|
)
|
||
Interest and other income (expense), net
|
|
|
|
|
||||
Interest expense
|
|
(78,677
|
)
|
|
(27,833
|
)
|
||
Other income (expense), net
|
|
(52,749
|
)
|
|
2,287
|
|
||
Interest and other income (expense), net
|
|
(131,426
|
)
|
|
(25,546
|
)
|
||
Loss before provision for income taxes
|
|
(36,662
|
)
|
|
(153,891
|
)
|
||
Provision for income taxes
|
|
43,379
|
|
|
31,875
|
|
||
Net loss
|
|
$
|
(80,041
|
)
|
|
$
|
(185,766
|
)
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net loss
|
|
$
|
(80,041
|
)
|
|
$
|
(185,766
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
3,336
|
|
|
(4,261
|
)
|
||
Unrealized gains/losses on investments:
|
|
|
|
|
||||
Unrealized holding gains arising during the period
|
|
—
|
|
|
254
|
|
||
Net gains reclassified into earnings
|
|
—
|
|
|
(57
|
)
|
||
Net unrealized gains on investments
|
|
—
|
|
|
197
|
|
||
Gains/losses on hedging securities:
|
|
|
|
|
||||
Unrealized hedge losses arising during the period
|
|
—
|
|
|
(1,810
|
)
|
||
Net losses (gains) reclassified into earnings for revenue hedges
|
|
151
|
|
|
(2,837
|
)
|
||
Net losses reclassified into earnings for expense hedges
|
|
288
|
|
|
4,267
|
|
||
Net gains (losses) on hedging securities
|
|
439
|
|
|
(380
|
)
|
||
Other comprehensive income (loss)
|
|
3,775
|
|
|
(4,444
|
)
|
||
Comprehensive loss
|
|
$
|
(76,266
|
)
|
|
$
|
(190,210
|
)
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
Additional
|
Other
|
|
|
||||||||||||||
|
|
Common Stock
|
Paid-In
|
Comprehensive
|
Accumulated
|
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
Capital
|
Loss
|
Deficit
|
Total
|
|||||||||||||||
Balances, December 31, 2015
|
|
132,665,165
|
|
|
$
|
66
|
|
|
$
|
1,167,701
|
|
|
$
|
(1,203
|
)
|
|
$
|
(113,355
|
)
|
|
$
|
1,053,209
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185,766
|
)
|
|
(185,766
|
)
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,443
|
)
|
|
—
|
|
|
(4,443
|
)
|
|||||
Issuance of vested performance shares and restricted stock units
|
|
2,999,828
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options under stock option
plan
|
|
28,042
|
|
|
—
|
|
|
326
|
|
|
—
|
|
|
—
|
|
|
326
|
|
|||||
Shares purchased under employee stock purchase plan
|
|
1,236,759
|
|
|
1
|
|
|
10,705
|
|
|
—
|
|
|
—
|
|
|
10,706
|
|
|||||
Purchase and retirement of common stock at cost
|
|
(1,002,004
|
)
|
|
—
|
|
|
(10,558
|
)
|
|
—
|
|
|
—
|
|
|
(10,558
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
95,376
|
|
|
—
|
|
|
—
|
|
|
95,376
|
|
|||||
Tax expense for stock-based award activity
|
|
—
|
|
|
—
|
|
|
5,150
|
|
|
—
|
|
|
—
|
|
|
5,150
|
|
|||||
Cancellation of outstanding shares
|
|
(135,927,790
|
)
|
|
(69
|
)
|
|
(1,699,029
|
)
|
|
—
|
|
|
—
|
|
|
(1,699,098
|
)
|
|||||
Cancellation of director and employee unvested stock awards and vested and unvested stock options
|
|
—
|
|
|
—
|
|
|
(90,276
|
)
|
|
—
|
|
|
—
|
|
|
(90,276
|
)
|
|||||
Issuance of common stock to Parent
|
|
100,100
|
|
|
—
|
|
|
659,000
|
|
|
—
|
|
|
—
|
|
|
659,000
|
|
|||||
Distribution to Parent
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,927
|
)
|
|
(29,927
|
)
|
||||||
Balances, December 31, 2016
|
|
100,100
|
|
|
—
|
|
|
$
|
138,394
|
|
|
$
|
(5,646
|
)
|
|
$
|
(329,048
|
)
|
|
$
|
(196,301
|
)
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,041
|
)
|
|
(80,041
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,775
|
|
|
—
|
|
|
3,775
|
|
|||||
Balances, December 31, 2017
|
|
100,100
|
|
|
—
|
|
|
$
|
138,394
|
|
|
$
|
(1,871
|
)
|
|
$
|
(409,089
|
)
|
|
$
|
(272,566
|
)
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net loss
|
|
$
|
(80,041
|
)
|
|
$
|
(185,766
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
37,366
|
|
|
45,345
|
|
||
Amortization of goodwill
|
|
56,021
|
|
|
—
|
|
||
Amortization of purchased intangibles
|
|
4,664
|
|
|
8,483
|
|
||
Amortization of capitalized software development costs for products to be sold
|
|
4,319
|
|
|
4,530
|
|
||
Amortization of debt issuance costs
|
|
13,963
|
|
|
3,296
|
|
||
Amortization of discounts and premiums on investments, net
|
|
—
|
|
|
796
|
|
||
Write-down of excess and obsolete inventories
|
|
16,626
|
|
|
11,596
|
|
||
Stock-based compensation expense
|
|
—
|
|
|
94,893
|
|
||
Excess tax benefits from stock-based compensation expense
|
|
—
|
|
|
(6,903
|
)
|
||
Loss on disposal of property and equipment
|
|
1,076
|
|
|
294
|
|
||
Unrealized loss on mark-to-market of derivative
|
|
55,908
|
|
|
—
|
|
||
Realized loss on cash flow hedges
|
|
439
|
|
|
1,036
|
|
||
Loss on debt extinguishment
|
|
—
|
|
|
1,028
|
|
||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
||||
Trade receivables
|
|
(26,031
|
)
|
|
79,436
|
|
||
Inventories
|
|
23,370
|
|
|
(32,455
|
)
|
||
Deferred taxes
|
|
24,860
|
|
|
(30,744
|
)
|
||
Prepaid expenses and other assets
|
|
5,442
|
|
|
43,521
|
|
||
Accounts payable
|
|
(13,944
|
)
|
|
10,235
|
|
||
Taxes payable
|
|
3,012
|
|
|
4,931
|
|
||
Other accrued liabilities and deferred revenue
|
|
21,782
|
|
|
(42,475
|
)
|
||
Net cash provided by operating activities
|
|
148,832
|
|
|
11,077
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(17,900
|
)
|
|
(25,653
|
)
|
||
Capitalized software development costs for products to be sold
|
|
(2,874
|
)
|
|
(2,497
|
)
|
||
Purchases of investments
|
|
—
|
|
|
(78,222
|
)
|
||
Proceeds from sales of investments
|
|
—
|
|
|
111,862
|
|
||
Proceeds from maturities of investments
|
|
—
|
|
|
196,539
|
|
||
Net cash (used in) provided by investing activities
|
|
(20,774
|
)
|
|
202,029
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Proceeds from issuance of common stock under employee option and stock
purchase plans
|
|
—
|
|
|
11,031
|
|
||
Proceeds from debt, net of debt issuance costs
|
|
—
|
|
|
857,525
|
|
||
Payments on debt
|
|
(134,751
|
)
|
|
(260,627
|
)
|
||
Issuance costs related to loans
|
|
(7,931
|
)
|
|
(1,720
|
)
|
||
Purchase and retirement of common stock for tax withholdings on vesting of
employee stock-based awards
|
|
—
|
|
|
(10,558
|
)
|
||
Excess tax benefits from stock-based compensation expense
|
|
—
|
|
|
6,903
|
|
||
Payment of officer and employee unvested stock awards
|
|
—
|
|
|
(90,276
|
)
|
||
Issuance of common stock to Parent
|
|
—
|
|
|
659,000
|
|
||
Distribution to Parent
|
|
—
|
|
|
(29,927
|
)
|
||
Payment for cancellation of outstanding shares in accordance with Merger
|
|
—
|
|
|
(1,687,307
|
)
|
||
Net cash used in financing activities
|
|
(142,682
|
)
|
|
(545,956
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
554
|
|
|
(2,168
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(14,070
|
)
|
|
(335,018
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
100,075
|
|
|
435,093
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
86,005
|
|
|
$
|
100,075
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
66,704
|
|
|
$
|
21,477
|
|
Cash paid for income taxes
|
|
$
|
6,387
|
|
|
$
|
20,562
|
|
Purchases of property and equipment included in accounts payable
|
|
$
|
2,459
|
|
|
$
|
1,762
|
|
Accrual for cancellation of outstanding shares in accordance with Merger
|
|
$
|
—
|
|
|
$
|
11,791
|
|
Balance at December 31, 2016
|
$
|
558,307
|
|
Goodwill amortization
|
(56,021
|
)
|
|
Foreign currency translation
|
523
|
|
|
Balance at December 31, 2017
|
$
|
502,809
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Gross
Value
|
|
Accumulated
Amortization
& Impairment
|
|
Net Value
|
|
Gross
Value
|
|
Accumulated
Amortization
& Impairment
|
|
Net Value
|
||||||||||||
Customer and partner relationships
|
|
$
|
79,525
|
|
|
$
|
(79,525
|
)
|
|
$
|
—
|
|
|
$
|
79,525
|
|
|
$
|
(74,861
|
)
|
|
$
|
4,664
|
|
Finite-lived intangible assets
|
|
79,525
|
|
|
(79,525
|
)
|
|
—
|
|
|
79,525
|
|
|
(74,861
|
)
|
|
4,664
|
|
||||||
Indefinite-lived trade name
|
|
918
|
|
|
—
|
|
|
918
|
|
|
918
|
|
|
—
|
|
|
918
|
|
||||||
Total acquired intangible assets
|
|
$
|
80,443
|
|
|
$
|
(79,525
|
)
|
|
$
|
918
|
|
|
$
|
80,443
|
|
|
$
|
(74,861
|
)
|
|
$
|
5,582
|
|
Capitalized software development costs for products to be sold
|
|
$
|
18,849
|
|
|
$
|
(13,849
|
)
|
|
$
|
5,000
|
|
|
$
|
15,975
|
|
|
$
|
(9,531
|
)
|
|
$
|
6,444
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Amortization of purchased intangibles in cost of product revenues
|
|
$
|
—
|
|
|
$
|
233
|
|
Amortization of purchased intangibles in operating expenses
|
|
4,664
|
|
|
8,250
|
|
||
Total amortization expenses of purchased intangibles
|
|
$
|
4,664
|
|
|
$
|
8,483
|
|
|
|
December 31,
|
||||||
|
|
2,017
|
|
2,016
|
||||
Gross trade receivables
|
|
$
|
196,332
|
|
|
$
|
169,555
|
|
Returns and other reserves
|
|
(59,818
|
)
|
|
(58,995
|
)
|
||
Allowance for doubtful accounts
|
|
(1,892
|
)
|
|
(2,920
|
)
|
||
Total
|
|
$
|
134,622
|
|
|
$
|
107,640
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Non-trade receivables
|
|
$
|
6,586
|
|
|
$
|
6,193
|
|
Prepaid expenses
|
|
20,835
|
|
|
27,060
|
|
||
Other current assets
|
|
2,262
|
|
|
1,427
|
|
||
Total
|
|
$
|
29,683
|
|
|
$
|
34,680
|
|
|
|
|
|
December 31,
|
||||||
|
|
Estimated useful Life
|
|
2017
|
|
2016
|
||||
Computer equipment and software
|
|
3 to 5 years
|
|
$
|
270,337
|
|
|
$
|
325,845
|
|
Equipment, furniture and fixtures
|
|
1 to 7 years
|
|
105,818
|
|
|
114,897
|
|
||
Tooling equipment
|
|
3 years
|
|
13,124
|
|
|
17,675
|
|
||
Leasehold improvements
|
|
3 to 13 years
|
|
52,911
|
|
|
58,179
|
|
||
Total gross property and equipment
|
|
|
|
442,190
|
|
|
516,596
|
|
||
Less: Accumulated depreciation and amortization
|
|
|
|
(380,485
|
)
|
|
(435,360
|
)
|
||
Total
|
|
|
|
$
|
61,705
|
|
|
$
|
81,236
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Accrued expenses
|
|
$
|
27,848
|
|
|
$
|
24,757
|
|
Accrued co-op expenses
|
|
1,798
|
|
|
2,149
|
|
||
Restructuring reserves
|
|
6,409
|
|
|
16,307
|
|
||
Warranty obligations
|
|
8,808
|
|
|
8,183
|
|
||
Other accrued liabilities
|
|
24,210
|
|
|
25,804
|
|
||
Total
|
|
$
|
69,073
|
|
|
$
|
77,200
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
|
$
|
8,183
|
|
|
$
|
10,172
|
|
Accruals for warranties issued during the period
|
|
12,098
|
|
|
10,309
|
|
||
Charges against warranty reserve during the period
|
|
(11,473
|
)
|
|
(12,298
|
)
|
||
Balance at end of period
|
|
$
|
8,808
|
|
|
$
|
8,183
|
|
|
|
Severance/Other
|
|
Facilities
|
|
Other
|
|
Total
|
||||||||
Balance at December 31, 2015
|
|
$
|
8,072
|
|
|
$
|
18,455
|
|
|
$
|
801
|
|
|
$
|
27,328
|
|
Additions to the reserve, net
|
|
21,766
|
|
|
3,683
|
|
|
—
|
|
|
25,449
|
|
||||
Interest accretion
|
|
—
|
|
|
988
|
|
|
—
|
|
|
988
|
|
||||
Non-cash adjustments
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Cash payments
|
|
(20,678
|
)
|
|
(8,054
|
)
|
|
(801
|
)
|
|
(29,533
|
)
|
||||
Balance at December 31, 2016
|
|
9,160
|
|
|
15,066
|
|
|
—
|
|
|
24,226
|
|
||||
Additions to the reserve, net
|
|
3,564
|
|
|
4,797
|
|
|
—
|
|
|
8,361
|
|
||||
Interest accretion
|
|
—
|
|
|
729
|
|
|
—
|
|
|
729
|
|
||||
Non-cash adjustments
|
|
(264
|
)
|
|
(252
|
)
|
|
—
|
|
|
(516
|
)
|
||||
Cash payments
|
|
(11,412
|
)
|
|
(7,892
|
)
|
|
—
|
|
|
(19,304
|
)
|
||||
Balance at December 31, 2017
|
|
$
|
1,048
|
|
|
$
|
12,448
|
|
|
$
|
—
|
|
|
$
|
13,496
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Current portion of long-term debt
|
|
$
|
23,438
|
|
|
$
|
18,750
|
|
Less: Unamortized issuance costs associated with current portion of long-term debt
|
|
(11,702
|
)
|
|
(11,920
|
)
|
||
Total current portion of long-term debt
|
|
$
|
11,736
|
|
|
$
|
6,830
|
|
|
|
|
|
Year Ended December 31,
|
||||||
|
|
Maturities
|
|
2017
|
|
2016
|
||||
1st Lien Term Loan of $750 million
|
|
2023
|
|
590,563
|
|
|
725,313
|
|
||
2nd Lien Term Loan of $175 million
|
|
2024
|
|
175,000
|
|
|
175,000
|
|
||
Total gross long-term debt
|
|
|
|
$
|
765,563
|
|
|
$
|
900,313
|
|
|
|
|
|
|
|
|
||||
Less Unamortized discount and issuance costs attributable to long-term debt
|
|
(58,973
|
)
|
|
(64,661
|
)
|
||||
|
|
|
|
|
|
|
||||
Less Current portion of long-term debt, net
|
|
|
|
(11,736
|
)
|
|
(6,830
|
)
|
||
Total long-term debt
|
|
|
|
$
|
694,854
|
|
|
$
|
828,822
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Contractual interest expense
|
|
$
|
64,197
|
|
|
$
|
24,259
|
|
Amortization of debt issuance costs
|
|
13,963
|
|
|
3,296
|
|
||
Total
|
|
$
|
78,160
|
|
|
$
|
27,555
|
|
Year Ending December 31,
|
|
Amount
|
||
2018
|
|
$
|
23,438
|
|
2019
|
|
37,500
|
|
|
2020
|
|
42,188
|
|
|
2021
|
|
56,250
|
|
|
2022
|
|
56,250
|
|
|
Thereafter
|
|
549,937
|
|
|
Total
|
|
$
|
765,563
|
|
|
|
Net Minimum
|
||
Year Ending December 31,
|
|
Lease Payments
|
||
2018
|
|
20,311
|
|
|
2019
|
|
15,020
|
|
|
2020
|
|
12,031
|
|
|
2021
|
|
9,401
|
|
|
2022
|
|
4,675
|
|
|
Thereafter
|
|
971
|
|
|
Total
|
|
$
|
62,409
|
|
Derivatives Not Designated As Hedging Instruments
|
|
Location of Gain/(Loss) Recognized in Income from Derivatives
|
|
Amount of Gain/(Loss) Recognized in Income from Derivatives
|
||
|
|
|
|
Year Ended December 31, 2017
|
||
Foreign Exchange Contracts
|
|
Interest and other income (expense), net
|
$
|
(54,559
|
)
|
|
|
|
|
|
|
||
|
|
|
|
Year Ended December 31, 2016
|
||
Foreign Exchange Contracts
|
|
Interest and other income (expense), net
|
$
|
(1,038
|
)
|
|
|
Gain or (Loss) Recognized in OCI-Effective Portion
|
|
Location of Gain or
(Loss) Reclassified from OCI into Income-Effective Portion
|
|
Gain or (Loss) Reclassified from OCI into Income -Effective Portion
|
|
Location of Gain or (Loss) Recognized Ineffective Portion and Amount Excluded from Effectiveness Testing
|
|
Gain or (Loss) Recognized Ineffective Portion and Amount Excluded from Effectiveness Testing
(a)
|
||||||
|
|
Year Ended December 31, 2017
|
||||||||||||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
Product revenues
|
|
$
|
(151
|
)
|
|
Interest and other income (expense), net
|
|
$
|
—
|
|
|
|
|
|
|
Cost of revenues
|
|
(71
|
)
|
|
|
|
|
|
|||
|
|
|
|
Sales and marketing
|
|
(163
|
)
|
|
|
|
|
|
||||
|
|
|
|
|
Research and development
|
|
(13
|
)
|
|
|
|
|
|
|||
|
|
|
|
General and administrative
|
|
(41
|
)
|
|
|
|
|
|
||||
|
|
$
|
—
|
|
|
|
|
$
|
(439
|
)
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31, 2016
|
||||||||||||||
Foreign exchange contracts
|
|
$
|
(1,810
|
)
|
|
Product revenues
|
|
$
|
2,837
|
|
|
Interest and other income (expense), net
|
|
$
|
1,216
|
|
|
|
|
|
|
Cost of revenues
|
|
(995
|
)
|
|
|
|
|
|
|||
|
|
|
|
Sales and marketing
|
|
(2,601
|
)
|
|
|
|
|
|
||||
|
|
|
|
|
Research and development
|
|
(138
|
)
|
|
|
|
|
|
|||
|
|
|
|
General and administrative
|
|
(532
|
)
|
|
|
|
|
|
||||
|
|
$
|
(1,810
|
)
|
|
|
|
$
|
(1,430
|
)
|
|
|
|
$
|
1,216
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet
|
||||||||||||||||
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||||
As of December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
$
|
18,658
|
|
|
$
|
—
|
|
|
$
|
18,658
|
|
|
$
|
(18,658
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Unrealized
Gains and
Losses on
Cash Flow
Hedges
|
|
Unrealized
Gains
and Losses on
Available-for-
Sale Securities
|
|
Foreign
Currency
Translation
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
|
$
|
(59
|
)
|
|
$
|
(197
|
)
|
|
$
|
(947
|
)
|
|
$
|
(1,203
|
)
|
Other comprehensive income (loss) before reclassifications
|
(1,810
|
)
|
|
254
|
|
|
(4,261
|
)
|
|
(5,818
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (a)
|
1,430
|
|
|
(57
|
)
|
|
—
|
|
|
1,373
|
|
|||||
Net current-period other comprehensive income (loss)
|
(380
|
)
|
|
197
|
|
|
(4,261
|
)
|
|
(4,444
|
)
|
|||||
Balance as of December 31, 2016
|
|
$
|
(439
|
)
|
|
$
|
—
|
|
|
$
|
(5,208
|
)
|
|
$
|
(5,647
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
—
|
|
|
—
|
|
|
3,336
|
|
|
3,336
|
|
||||
Amounts reclassified from accumulated other comprehensive income
(a)
|
|
439
|
|
|
—
|
|
|
—
|
|
|
439
|
|
||||
Net current-period other comprehensive income (loss)
|
|
439
|
|
|
—
|
|
|
3,336
|
|
|
3,775
|
|
||||
Balance as of December 31, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,872
|
)
|
|
$
|
(1,872
|
)
|
(a)
|
See Note 11 for details of gains and losses, net of taxes, reclassified out of accumulated other comprehensive loss 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.
|
|
|
Year Ended December 31,
|
||
|
|
2016
|
||
Cost of product revenues
|
|
$
|
5,357
|
|
Cost of service revenues
|
|
9,467
|
|
|
Stock-based compensation expense included in cost of revenues
|
|
14,824
|
|
|
|
|
|
||
Sales and marketing
|
|
31,103
|
|
|
Research and development
|
|
17,691
|
|
|
General and administrative
|
|
31,275
|
|
|
Stock-based compensation expense included in operating expenses
|
|
80,069
|
|
|
Stock-based compensation expense related to employee equity awards and employee stock purchases
|
|
94,893
|
|
|
Tax benefit
|
|
(18,253
|
)
|
|
Stock-based compensation expense related to employee equity awards and employee stock purchases, net of tax
|
|
$
|
76,640
|
|
|
|
2016
|
Expected volatility
|
|
31.85 - 34.97%
|
Risk-free interest rate
|
|
0.47 - 0.81%
|
Expected dividends
|
|
0.0%
|
Expected life (years)
|
|
0.5 - 2.0
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Income tax expense
|
|
|
|
|
||||
Current
|
|
$
|
16,732
|
|
|
$
|
31,750
|
|
Deferred
|
|
26,647
|
|
|
125
|
|
||
Total income tax expense (benefit)
|
|
$
|
43,379
|
|
|
$
|
31,875
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Deferred tax asset
|
|
$
|
77,151
|
|
|
$
|
113,160
|
|
Deferred tax liability
|
|
(1,153
|
)
|
|
(9,760
|
)
|
||
Net deferred tax asset before valuation allowance
|
|
$
|
75,998
|
|
|
$
|
103,400
|
|
Valuation allowance
|
|
(11,141
|
)
|
|
(13,794
|
)
|
||
Deferred tax asset, net of valuation allowance
|
|
$
|
64,857
|
|
|
$
|
89,606
|
|
/s/ P
RICEWATERHOUSE
C
OOPERS
LLP
|
San Jose, California
|
February 29, 2016
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Revenues:
|
|
|
||
Product revenues
|
|
$
|
893,762
|
|
Service revenues
|
|
373,463
|
|
|
Total revenues
|
|
1,267,225
|
|
|
Cost of revenues:
|
|
|
||
Cost of product revenues
|
|
390,618
|
|
|
Cost of service revenues
|
|
137,854
|
|
|
Total cost of revenues
|
|
528,472
|
|
|
Gross profit
|
|
738,753
|
|
|
Operating expenses:
|
|
|
||
Sales and marketing
|
|
349,732
|
|
|
Research and development
|
|
191,456
|
|
|
General and administrative
|
|
88,626
|
|
|
Amortization of purchased intangibles
|
|
9,495
|
|
|
Restructuring costs
|
|
11,096
|
|
|
Transaction-related costs
|
|
574
|
|
|
Total operating expenses
|
|
650,979
|
|
|
Operating income
|
|
87,774
|
|
|
Interest and other income (expense), net
|
|
|
||
Interest expense
|
|
(6,131
|
)
|
|
Other income (expense), net
|
|
4,276
|
|
|
Interest and other income (expense), net
|
|
(1,855
|
)
|
|
Income before provision for income taxes
|
|
85,919
|
|
|
Provision for income taxes
|
|
15,944
|
|
|
Net income
|
|
$
|
69,975
|
|
Basic net income per share:
|
|
|
||
Net income per share
|
|
$
|
0.52
|
|
Diluted net income per share:
|
|
|
||
Net income per share
|
|
$
|
0.51
|
|
Number of shares used in computation of net income per share:
|
|
|
||
Basic
|
|
133,581
|
|
|
Diluted
|
|
137,394
|
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Net income
|
|
$
|
69,975
|
|
Other comprehensive income (loss), net of tax:
|
|
|
||
Foreign currency translation adjustments
|
|
(3,744
|
)
|
|
Unrealized gains/losses on investments:
|
|
|
||
Unrealized holding gains (losses) arising during the period
|
|
(159
|
)
|
|
Net gains (losses) reclassified into earnings
|
|
14
|
|
|
Net unrealized gains (losses) on investments
|
|
(145
|
)
|
|
Unrealized gains/losses on hedging securities:
|
|
|
||
Unrealized hedge gains arising during the period
|
|
4,954
|
|
|
Net (gains) losses reclassified into earnings for revenue hedges
|
|
(14,028
|
)
|
|
Net (gains) losses reclassified into earnings for expense hedges
|
|
7,649
|
|
|
Net unrealized gains (losses) on hedging securities
|
|
(1,425
|
)
|
|
Other comprehensive income (loss)
|
|
(5,314
|
)
|
|
Comprehensive income (loss)
|
|
$
|
64,661
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
Additional
|
Other
|
|
|
||||||||||||||
|
|
Common Stock
|
Paid-In
|
Comprehensive
|
Accumulated
|
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
Capital
|
(Loss) Income
|
Deficit
|
Total
|
|||||||||||||||
Balances, December 31, 2014
|
|
135,204,948
|
|
|
$
|
68
|
|
|
$
|
1,155,829
|
|
|
$
|
4,111
|
|
|
$
|
(136,275
|
)
|
|
$
|
1,023,733
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,975
|
|
|
69,975
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,314
|
)
|
|
—
|
|
|
(5,314
|
)
|
|||||
Issuance of vested performance shares and restricted stock units
|
|
3,452,569
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options under stock option plan
|
|
53,219
|
|
|
—
|
|
|
620
|
|
|
—
|
|
|
—
|
|
|
620
|
|
|||||
Shares purchased under employee stock
purchase plan
|
|
2,150,586
|
|
|
1
|
|
|
21,258
|
|
|
—
|
|
|
—
|
|
|
21,259
|
|
|||||
Purchase and retirement of common stock at cost
|
|
(8,196,157
|
)
|
|
(4
|
)
|
|
(58,229
|
)
|
|
—
|
|
|
(47,055
|
)
|
|
(105,288
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
45,572
|
|
|
—
|
|
|
—
|
|
|
45,572
|
|
|||||
Tax expense for stock-based award activity
|
|
—
|
|
|
—
|
|
|
2,652
|
|
|
—
|
|
|
—
|
|
|
2,652
|
|
|||||
Balances, December 31, 2015
|
|
132,665,165
|
|
|
$
|
66
|
|
|
$
|
1,167,701
|
|
|
$
|
(1,203
|
)
|
|
$
|
(113,355
|
)
|
|
$
|
1,053,209
|
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Cash flows from operating activities:
|
|
|
||
Net income
|
|
$
|
69,975
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
||
Depreciation and amortization
|
|
51,682
|
|
|
Amortization of purchased intangibles
|
|
10,502
|
|
|
Amortization of capitalized software development costs for products to be sold
|
|
3,102
|
|
|
Amortization of debt issuance costs
|
|
532
|
|
|
Amortization of discounts and premiums on investments, net
|
|
2,095
|
|
|
Write-down of excess and obsolete inventories
|
|
12,112
|
|
|
Stock-based compensation expense
|
|
45,139
|
|
|
Excess tax benefits from stock-based compensation expense
|
|
(4,431
|
)
|
|
Loss on disposal of property and equipment
|
|
1,252
|
|
|
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
||
Trade receivables
|
|
(19,022
|
)
|
|
Inventories
|
|
(1,677
|
)
|
|
Deferred taxes
|
|
(6,193
|
)
|
|
Prepaid expenses and other assets
|
|
8,947
|
|
|
Accounts payable
|
|
(31,470
|
)
|
|
Taxes payable
|
|
10,465
|
|
|
Other accrued liabilities and deferred revenue
|
|
(33,461
|
)
|
|
Net cash provided by operating activities
|
|
119,549
|
|
|
Cash flows from investing activities:
|
|
|
||
Purchases of property and equipment
|
|
(47,562
|
)
|
|
Capitalized software development costs for products to be sold
|
|
(5,144
|
)
|
|
Purchases of investments
|
|
(247,303
|
)
|
|
Proceeds from sales of investments
|
|
18,589
|
|
|
Proceeds from maturities of investments
|
|
240,684
|
|
|
Net cash used in investing activities
|
|
(40,736
|
)
|
|
Cash flows from financing activities:
|
|
|
||
Proceeds from issuance of common stock under employee option and stock purchase plans
|
|
21,879
|
|
|
Payments on debt
|
|
(6,250
|
)
|
|
Purchase and retirement of common stock under share purchase plan
|
|
(89,953
|
)
|
|
Purchase and retirement of common stock for tax withholdings on vesting of employee stock-based awards
|
|
(15,335
|
)
|
|
Excess tax benefits from stock-based compensation expense
|
|
4,431
|
|
|
Net cash used in financing activities
|
|
(85,228
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,624
|
)
|
|
Net decrease in cash and cash equivalents
|
|
(8,039
|
)
|
|
Cash and cash equivalents, beginning of year
|
|
443,132
|
|
|
Cash and cash equivalents, end of year
|
|
$
|
435,093
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
||
Cash paid for interest
|
|
$
|
5,498
|
|
Cash paid for income taxes
|
|
$
|
7,353
|
|
|
|
2015
|
||
Beginning balance
|
|
$
|
2,797
|
|
Foreign currency translation adjustments
|
|
(3,744
|
)
|
|
Ending balance
|
|
$
|
(947
|
)
|
|
|
Segments
|
||||||||||||||
|
|
Americas
|
|
EMEA
|
|
APAC
|
|
Total
|
||||||||
Balance at December 31, 2014
|
|
308,159
|
|
|
101,882
|
|
|
149,190
|
|
|
559,231
|
|
||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
(456
|
)
|
|
(456
|
)
|
||||
Balance at December 31, 2015
|
|
$
|
308,159
|
|
|
$
|
101,882
|
|
|
$
|
148,734
|
|
|
$
|
558,775
|
|
|
|
December 31, 2015
|
||||||||||
|
|
Gross
Value
|
|
Accumulated
Amortization
& Impairment
|
|
Net Value
|
||||||
Core and developed technology
|
|
$
|
81,178
|
|
|
$
|
(80,945
|
)
|
|
$
|
233
|
|
Customer and partner relationships
|
|
79,525
|
|
|
(66,742
|
)
|
|
12,783
|
|
|||
Non-compete agreements
|
|
1,800
|
|
|
(1,700
|
)
|
|
100
|
|
|||
Trade name
|
|
3,400
|
|
|
(3,369
|
)
|
|
31
|
|
|||
Other
|
|
4,462
|
|
|
(4,462
|
)
|
|
—
|
|
|||
Finite-lived intangible assets
|
|
170,365
|
|
|
(157,218
|
)
|
|
13,147
|
|
|||
Indefinite-lived trade name
|
|
918
|
|
|
—
|
|
|
918
|
|
|||
Total acquired intangible assets
|
|
$
|
171,283
|
|
|
$
|
(157,218
|
)
|
|
$
|
14,065
|
|
Capitalized software development costs for products
to be sold
|
|
$
|
12,993
|
|
|
$
|
(5,002
|
)
|
|
$
|
7,991
|
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Amortization of purchased intangibles in revenues
|
|
$
|
51
|
|
Amortization of purchased intangibles in cost of
product revenues
|
|
956
|
|
|
Amortization of purchased intangibles in operating expenses
|
|
9,495
|
|
|
Total amortization expenses of purchased intangibles
|
|
$
|
10,502
|
|
Year ending December 31,
|
|
Amount
|
||
2016
|
|
$
|
8,478
|
|
2017
|
|
4,669
|
|
|
2018
|
|
—
|
|
|
2019
|
|
—
|
|
|
2020
|
|
—
|
|
|
Total
|
|
$
|
13,147
|
|
|
|
December 31,
|
||
|
|
2015
|
||
Gross trade receivables
|
|
$
|
242,911
|
|
Returns and other reserves
|
|
(52,000
|
)
|
|
Allowance for doubtful accounts
|
|
(3,023
|
)
|
|
Total
|
|
$
|
187,888
|
|
|
|
December 31,
|
||
|
|
2015
|
||
Raw materials
|
|
$
|
824
|
|
Work in process
|
|
117
|
|
|
Finished goods
|
|
88,451
|
|
|
Total
|
|
$
|
89,392
|
|
|
|
December 31,
|
||
|
|
2015
|
||
Non-trade receivables
|
|
$
|
7,689
|
|
Prepaid expenses
|
|
33,174
|
|
|
Derivative assets
|
|
10,396
|
|
|
Other current assets
|
|
1,593
|
|
|
Total
|
|
$
|
52,852
|
|
|
|
|
|
December 31,
|
||
|
|
Estimated useful Life
|
|
2015
|
||
Computer equipment and software
|
|
3 to 5 years
|
|
$
|
315,828
|
|
Equipment, furniture and fixtures
|
|
1 to 7 years
|
|
123,124
|
|
|
Tooling equipment
|
|
3 years
|
|
18,123
|
|
|
Leasehold improvements
|
|
3 to 13 years
|
|
59,962
|
|
|
Total gross property and equipment
|
|
|
|
517,037
|
|
|
Less: Accumulated depreciation and amortization
|
|
|
|
(415,184
|
)
|
|
Total
|
|
|
|
$
|
101,853
|
|
|
|
December 31,
|
||
|
|
2015
|
||
Short-term:
|
|
|
||
Service
|
|
$
|
165,594
|
|
License
|
|
4,965
|
|
|
Total
|
|
$
|
170,559
|
|
Long-term:
|
|
|
||
Service
|
|
$
|
82,598
|
|
License
|
|
3,593
|
|
|
Total
|
|
$
|
86,191
|
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Balance at beginning of period
|
|
$
|
257,280
|
|
Additions to deferred service revenue
|
|
331,876
|
|
|
Amortization of deferred service revenue
|
|
(340,964
|
)
|
|
Balance at end of period
|
|
$
|
248,192
|
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Balance at beginning of period
|
|
$
|
5,524
|
|
Additions to deferred license revenue
|
|
5,706
|
|
|
Amortization of deferred license revenue
|
|
(2,672
|
)
|
|
Balance at end of period
|
|
$
|
8,558
|
|
|
|
December 31,
|
||
|
|
2015
|
||
Accrued expenses
|
|
$
|
25,179
|
|
Accrued co-op expenses
|
|
2,670
|
|
|
Restructuring reserves
|
|
16,187
|
|
|
Warranty obligations
|
|
10,172
|
|
|
Derivative liabilities
|
|
6,031
|
|
|
Employee stock purchase plan withholdings
|
|
9,668
|
|
|
Other accrued liabilities
|
|
15,188
|
|
|
Total
|
|
$
|
85,095
|
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Balance at beginning of period
|
|
$
|
11,613
|
|
Accruals for warranties issued during the period
|
|
12,444
|
|
|
Charges against warranty reserve during the period
|
|
(13,885
|
)
|
|
Balance at end of period
|
|
$
|
10,172
|
|
|
|
Severance/Other
|
|
Facilities
|
|
Other
|
|
Total
|
||||||||
Balance at December 31, 2014
|
|
$
|
664
|
|
|
$
|
40,909
|
|
|
$
|
—
|
|
|
$
|
41,573
|
|
Additions to the reserve, net
|
|
13,999
|
|
|
(5,268
|
)
|
|
801
|
|
|
9,532
|
|
||||
Interest accretion
|
|
—
|
|
|
1,564
|
|
|
—
|
|
|
1,564
|
|
||||
Non-cash adjustments
|
|
—
|
|
|
(696
|
)
|
|
—
|
|
|
(696
|
)
|
||||
Cash payments
|
|
(6,591
|
)
|
|
(18,054
|
)
|
|
—
|
|
|
(24,645
|
)
|
||||
Balance at December 31, 2015
|
|
$
|
8,072
|
|
|
$
|
18,455
|
|
|
$
|
801
|
|
|
$
|
27,328
|
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Contractual interest expense
|
|
$
|
5,246
|
|
Amortization of debt issuance costs
|
|
532
|
|
|
Total
|
|
$
|
5,778
|
|
Year Ending December 31,
|
|
Amount
|
||
2016
|
|
$
|
6,250
|
|
2017
|
|
6,250
|
|
|
2018
|
|
223,438
|
|
|
2019
|
|
—
|
|
|
2020
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
235,938
|
|
|
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
Balances at December 31, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Investments-Short-term:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government securities
|
|
$
|
49,036
|
|
|
$
|
4
|
|
|
$
|
(45
|
)
|
|
$
|
48,995
|
|
U.S. government agency securities
|
|
67,723
|
|
|
1
|
|
|
(30
|
)
|
|
67,694
|
|
||||
Non-U.S. government securities
|
|
7,303
|
|
|
—
|
|
|
(1
|
)
|
|
7,302
|
|
||||
Corporate debt securities
|
|
60,290
|
|
|
1
|
|
|
(40
|
)
|
|
60,251
|
|
||||
Total investments - short-term
|
|
$
|
184,352
|
|
|
$
|
6
|
|
|
$
|
(116
|
)
|
|
$
|
184,242
|
|
Investments-Long-term:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government securities
|
|
$
|
8,058
|
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
8,044
|
|
U.S. government agency securities
|
|
14,510
|
|
|
—
|
|
|
(48
|
)
|
|
14,462
|
|
||||
Corporate debt securities
|
|
24,056
|
|
|
2
|
|
|
(80
|
)
|
|
23,978
|
|
||||
Total investments - long-term
|
|
$
|
46,624
|
|
|
$
|
2
|
|
|
$
|
(142
|
)
|
|
$
|
46,484
|
|
|
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government securities
|
|
$
|
48,445
|
|
|
$
|
(59
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,445
|
|
|
$
|
(59
|
)
|
U.S. government agency securities
|
|
71,861
|
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
71,861
|
|
|
(78
|
)
|
||||||
Non-U.S. government securities
|
|
5,001
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
5,001
|
|
|
(1
|
)
|
||||||
Corporate debt securities
|
|
52,571
|
|
|
(120
|
)
|
|
—
|
|
|
—
|
|
|
52,571
|
|
|
(120
|
)
|
||||||
Total investments
|
|
$
|
177,878
|
|
|
$
|
(258
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
177,878
|
|
|
$
|
(258
|
)
|
|
|
|
|
Fair Value Measurements at
December 31, 2015 Using
|
||||||||
Description
|
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
||||||
|
|
|
|
(Level 1)
|
|
(Level 2)
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Fixed income available-for-sale securities
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
||||||
Money market funds
|
|
$
|
10,313
|
|
|
$
|
10,313
|
|
|
$
|
—
|
|
Non-U.S. government securities
|
|
975
|
|
|
—
|
|
|
975
|
|
|||
Corporate debt securities
|
|
19,799
|
|
|
—
|
|
|
19,799
|
|
|||
Short-term investments
|
|
184,242
|
|
|
—
|
|
|
184,242
|
|
|||
Long-term investments
|
|
46,484
|
|
|
—
|
|
|
46,484
|
|
|||
Total fixed income available-for-sale securities
|
|
$
|
261,813
|
|
|
$
|
10,313
|
|
|
$
|
251,500
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts
(a)
|
|
$
|
10,396
|
|
|
$
|
—
|
|
|
$
|
10,396
|
|
Liabilities:
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts
(b)
|
|
$
|
6,031
|
|
|
$
|
—
|
|
|
$
|
6,031
|
|
(a)
|
Included in short-term derivative asset as “Prepaid expenses and other current assets” in the Consolidated Balance Sheets.
|
(b)
|
Included in short-term derivative liability as "Other accrued liabilities" in the Consolidated Balance Sheets.
|
|
|
Gross
|
|
|
|
Net
|
|
|
Minimum
|
|
|
|
Minimum
|
|
|
Lease
|
|
Sublease
|
|
Lease
|
Year Ending December 31,
|
|
Payments
|
|
Receipts
|
|
Payments
|
2016
|
|
$26,369
|
|
$(2,499)
|
|
$23,870
|
2017
|
|
23,331
|
|
(2,932)
|
|
20,399
|
2018
|
|
18,378
|
|
(2,802)
|
|
15,576
|
2019
|
|
16,737
|
|
(2,271)
|
|
14,466
|
2020
|
|
13,987
|
|
(1,050)
|
|
12,937
|
Thereafter
|
|
18,643
|
|
(89)
|
|
18,554
|
Total
|
|
$117,445
|
|
$(11,643)
|
|
$105,802
|
|
|
Original Maturities of 360 Days or Less
|
|
Original Maturities of Greater than
360 Days
|
||||||||||||||
|
|
Foreign
Currency
|
|
USD
Equivalent
|
|
Positions
|
|
Foreign
Currency
|
|
USD
Equivalent
|
|
Positions
|
||||||
Brazilian Real
|
|
18,557
|
|
|
$
|
4,752
|
|
|
Buy
|
|
—
|
|
|
$
|
—
|
|
|
—
|
Brazilian Real
|
|
36,378
|
|
|
$
|
9,141
|
|
|
Sell
|
|
—
|
|
|
$
|
—
|
|
|
—
|
Chinese Yuan
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
85,718
|
|
|
$
|
13,364
|
|
|
Buy
|
Chinese Yuan
|
|
81,970
|
|
|
$
|
12,703
|
|
|
Sell
|
|
—
|
|
|
$
|
—
|
|
|
—
|
Euro
|
|
27,878
|
|
|
$
|
30,365
|
|
|
Buy
|
|
17,876
|
|
|
$
|
21,249
|
|
|
Buy
|
Euro
|
|
31,275
|
|
|
$
|
33,998
|
|
|
Sell
|
|
62,745
|
|
|
$
|
74,084
|
|
|
Sell
|
British Pound
|
|
5,800
|
|
|
$
|
8,587
|
|
|
Buy
|
|
20,420
|
|
|
$
|
31,326
|
|
|
Buy
|
British Pound
|
|
5,555
|
|
|
$
|
8,214
|
|
|
Sell
|
|
24,937
|
|
|
$
|
38,446
|
|
|
Sell
|
Israeli Shekel
|
|
10,530
|
|
|
$
|
2,728
|
|
|
Buy
|
|
66,322
|
|
|
$
|
17,012
|
|
|
Buy
|
Israeli Shekel
|
|
57,984
|
|
|
$
|
14,961
|
|
|
Sell
|
|
—
|
|
|
$
|
—
|
|
|
—
|
Mexican Peso
|
|
18,178
|
|
|
$
|
1,051
|
|
|
Buy
|
|
—
|
|
|
$
|
—
|
|
|
—
|
Mexican Peso
|
|
36,063
|
|
|
$
|
2,127
|
|
|
Sell
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Gain or (Loss)
Recognized in
OCI-Effective
Portion
|
|
Location of Gain or
(Loss)
Reclassified from
OCI into
Income-Effective Portion
|
|
Gain or (Loss)
Reclassified
from OCI
into Income
Effective
Portion
|
|
Location of Gain or (Loss)
Recognized-Ineffective Portion
and Amount Excluded from
Effectiveness Testing
|
|
Gain or (Loss)
Recognized
Ineffective
Portion and
Amount
Excluded from
Effectiveness
Testing (a)
|
||||||
|
|
Year Ended December 31, 2015
|
||||||||||||||
Foreign exchange contracts
|
|
$
|
4,954
|
|
|
Product revenues
|
|
$
|
14,028
|
|
|
Interest and other income (expense), net
|
|
$
|
468
|
|
|
|
|
|
Cost of revenues
|
|
(1,597
|
)
|
|
|
|
|
|||||
|
|
|
|
Sales and marketing
|
|
(3,864
|
)
|
|
|
|
|
|||||
|
|
|
|
Research and development
|
|
(800
|
)
|
|
|
|
|
|||||
|
|
|
|
General and administrative
|
|
(1,388
|
)
|
|
|
|
|
|||||
|
|
$
|
4,954
|
|
|
|
|
$
|
6,379
|
|
|
|
|
$
|
468
|
|
(
a)
|
For the year ended December 31, 2015, there were no gains or losses for the ineffective portion.
|
|
|
Original Maturities
of 360 Days or Less
|
|
Original Maturities
of Greater than 360 Days
|
||||||||
|
|
Foreign
Currency
|
|
USD
Equivalent
|
|
Positions
|
|
Foreign
Currency
|
|
USD
Equivalent
|
|
Positions
|
Chinese Yuan
|
|
—
|
|
—
|
|
—
|
|
122,082
|
|
$18,725
|
|
Buy
|
Euro
|
|
—
|
|
—
|
|
—
|
|
26,824
|
|
$29,932
|
|
Buy
|
Euro
|
|
—
|
|
—
|
|
—
|
|
73,655
|
|
$82,077
|
|
Sell
|
British Pound
|
|
—
|
|
—
|
|
—
|
|
24,379
|
|
$37,070
|
|
Buy
|
British Pound
|
|
—
|
|
—
|
|
—
|
|
34,363
|
|
$51,741
|
|
Sell
|
Israeli Shekel
|
|
24,900
|
|
$6,467
|
|
Buy
|
|
9,678
|
|
$2,465
|
|
Buy
|
|
|
December 31, 2015
|
||||||
|
|
Fair Value of
Derivatives Designated
as Hedge Instruments
|
|
Fair Value of Derivatives
Not Designated as Hedge
Instruments
|
||||
Derivative assets
(a)
:
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
2,283
|
|
|
$
|
8,113
|
|
Derivative liabilities
(b)
:
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
2,269
|
|
|
$
|
3,762
|
|
(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.
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the
Consolidated Balance Sheets
|
||||||||||||||||
|
|
Gross
Amounts of
Recognized
Assets
|
|
Gross
Amounts
Offset in the
Consolidated
Balance
Sheets
|
|
Net Amounts
of Assets
Presented in
the
Consolidated
Balance
Sheets
|
|
Financial
Instruments
|
|
Cash
Collateral
Pledged
|
|
Net
Amount
|
||||||||||||
As of December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
$
|
10,396
|
|
|
$
|
—
|
|
|
$
|
10,396
|
|
|
$
|
(5,413
|
)
|
|
$
|
—
|
|
|
$
|
4,983
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the
Consolidated Balance Sheets
|
||||||||||||||||
|
|
Gross
Amounts of
Recognized
Liabilities
|
|
Gross
Amounts
Offset in the
Consolidated
Balance
Sheets
|
|
Net Amounts
of Liabilities
Presented in
the
Consolidated
Balance
Sheets
|
|
Financial
Instruments
|
|
Cash
Collateral
Pledged
|
|
Net
Amount
|
||||||||||||
As of December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
$
|
6,031
|
|
|
$
|
—
|
|
|
$
|
6,031
|
|
|
$
|
(5,413
|
)
|
|
$
|
—
|
|
|
$
|
618
|
|
|
|
Unrealized
Gains and
Losses on
Cash Flow
Hedges
|
|
Unrealized
Gains
and Losses
on
Available-for-
Sale Securities
|
|
Foreign
Currency
Translation
|
|
Total
|
||||||||
Balance as of December 31, 2014
|
|
$
|
1,366
|
|
|
$
|
(52
|
)
|
|
$
|
2,797
|
|
|
$
|
4,111
|
|
Other comprehensive income (loss) before reclassifications
|
|
4,954
|
|
|
(159
|
)
|
|
(3,744
|
)
|
|
1,051
|
|
||||
Amounts reclassified from accumulated other comprehensive income
(a)
|
|
(6,379
|
)
|
|
14
|
|
|
—
|
|
|
(6,365
|
)
|
||||
Net current-period other comprehensive loss
|
|
(1,425
|
)
|
|
(145
|
)
|
|
(3,744
|
)
|
|
(5,314
|
)
|
||||
Balance as of December 31, 2015
|
|
$
|
(59
|
)
|
|
$
|
(197
|
)
|
|
$
|
(947
|
)
|
|
$
|
(1,203
|
)
|
(a)
|
See Note 13 for details of gains and losses, net of taxes, reclassified out of accumulated other comprehensive (loss) 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 Statement of Operations, net of taxes.
|
|
|
Shares
Available for
Grant
(1)
|
|
Balances, December 31, 2014
|
|
13,439,432
|
|
Additional shares available for grant
(2)
|
|
5,600,000
|
|
Performance shares granted
(3)
|
|
(1,709,336
|
)
|
Performance shares forfeited
|
|
352,930
|
|
Restricted stock units granted
|
|
(5,050,548
|
)
|
Restricted stock units forfeited
|
|
1,291,177
|
|
Options granted
|
|
—
|
|
Options forfeited
|
|
10,193
|
|
Options expired
|
|
8,480
|
|
Balances, December 31, 2015
|
|
13,942,328
|
|
(1)
|
For purpose of above table, shares are counted on a fungible basis (i.e., at a higher multiplier than one-for-one) for full value award activity.
|
(2)
|
Approved by stockholders on May 27, 2015.
|
(3)
|
Includes 131,212 additional shares (202,066 shares applying the applicable fungible ratio) resulting from above target performance.
|
|
|
Outstanding Options
|
|
|
|
|
||||||||
|
|
Number of
Shares
|
|
Weighted Avg
Exercise Price
|
|
Weighted Avg
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value (in
thousands)
|
||||||
Balances, December 31, 2014
|
|
240,493
|
|
|
$
|
11.62
|
|
|
|
|
|
|||
Options granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|||
Options exercised
|
|
(53,219
|
)
|
|
$
|
11.65
|
|
|
|
|
|
|||
Options forfeited
|
|
(10,193
|
)
|
|
$
|
11.61
|
|
|
|
|
|
|||
Options expired
|
|
(8,480
|
)
|
|
$
|
11.74
|
|
|
|
|
|
|||
Balances, December 31, 2015
|
|
168,601
|
|
|
$
|
11.61
|
|
|
3.41
|
|
|
$
|
165,685
|
|
|
|
Stock Options Outstanding and Exercisable
|
||||||||
Range of Exercise Price
|
|
Number Outstanding
|
|
Weighted
Average
Remaining
Contractual
Life (Yrs)
|
|
Weighted Average
Exercise Price
|
||||
$0.75
|
|
42
|
|
|
4.06
|
|
|
$
|
0.75
|
|
$11.61
|
|
168,559
|
|
|
3.41
|
|
|
$
|
11.61
|
|
|
|
168,601
|
|
|
3.41
|
|
|
$
|
11.61
|
|
|
|
Number of
Shares
(1)
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Unvested shares at December 31, 2014
|
|
6,825,691
|
|
|
$
|
12.26
|
|
Performance shares granted
(2)
|
|
1,109,959
|
|
|
$
|
14.07
|
|
Restricted stock units granted
(3)
|
|
3,279,577
|
|
|
$
|
13.49
|
|
Performance shares vested and issued
|
|
(782,210
|
)
|
|
$
|
13.81
|
|
Restricted stock units vested and issued
|
|
(2,670,181
|
)
|
|
$
|
12.47
|
|
Performance shares forfeited
|
|
(217,108
|
)
|
|
$
|
12.54
|
|
Restricted stock units forfeited
|
|
(803,545
|
)
|
|
$
|
12.34
|
|
Unvested shares at December 31, 2015
|
|
6,742,183
|
|
|
$
|
12.88
|
|
(1)
|
For the purposes of this table, shares are counted on a one-for-one basis, not on a fungible share counting basis.
|
(2)
|
Includes 131,212 additional shares resulting from above target performance.
|
(3)
|
Includes 135,000 restricted stock united granted to non-employee directors.
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Cost of product revenues
|
|
$
|
2,917
|
|
Cost of service revenues
|
|
4,711
|
|
|
Stock-based compensation expense included in cost of revenues
|
|
7,628
|
|
|
|
|
|
||
Sales and marketing
|
|
13,187
|
|
|
Research and development
|
|
9,307
|
|
|
General and administrative
|
|
15,017
|
|
|
Stock-based compensation expense included in operating expenses
|
|
37,511
|
|
|
Stock-based compensation expense related to employee equity awards and employee stock purchases
|
|
45,139
|
|
|
Tax benefit
|
|
8,171
|
|
|
Stock-based compensation expense related to employee equity awards and employee stock purchases, net of tax
|
|
$
|
36,968
|
|
|
|
2015
|
Expected volatility
|
|
28.08-30.73%
|
Risk-free interest rate
|
|
0.07-0.68%
|
Expected dividends
|
|
0.0%
|
Expected life (years)
|
|
0.49-2.0
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Income tax expense
|
|
|
||
Current
|
|
|
||
Federal
|
|
$
|
4,486
|
|
State
|
|
360
|
|
|
Foreign
|
|
8,176
|
|
|
|
|
$
|
13,022
|
|
Deferred
|
|
|
||
Federal
|
|
$
|
202
|
|
State
|
|
43
|
|
|
Foreign
|
|
2,677
|
|
|
|
|
$
|
2,922
|
|
Total income tax expense
|
|
$
|
15,944
|
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
United States
|
|
$
|
15,998
|
|
Foreign
|
|
69,921
|
|
|
Total income before income taxes
|
|
$
|
85,919
|
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Federal tax at statutory rate
|
|
$
|
30,071
|
|
State taxes, net of federal benefit
|
|
1,129
|
|
|
Non-deductible share-based compensation expense
|
|
1,138
|
|
|
Foreign income at tax rates different than U.S. rates
|
|
(17,715
|
)
|
|
Changes in reserves for uncertain tax positions
|
|
(751
|
)
|
|
Research and development tax credit
|
|
(1,612
|
)
|
|
Non-deductible executive compensation expense
|
|
725
|
|
|
Subpart F income
|
|
1,018
|
|
|
Non-deductible acquisition and divestiture costs
|
|
146
|
|
|
Sale of intellectual property
|
|
947
|
|
|
Foreign tax credit
|
|
(625
|
)
|
|
Other
|
|
1,473
|
|
|
Tax provision
|
|
$
|
15,944
|
|
|
|
December 31,
|
||
|
|
2015
|
||
Beginning balance
|
|
$
|
21,642
|
|
Additions based on tax positions taken during the current period
|
|
441
|
|
|
Reductions related to a lapse of applicable statue of limitations
|
|
(1,956
|
)
|
|
Ending balance
|
|
$
|
20,127
|
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Numerator
|
|
|
||
Net income
|
|
$
|
69,975
|
|
Denominator
|
|
|
||
Weighted average shares outstanding, basic
|
|
133,581
|
|
|
Effect of dilutive potential common shares
|
|
3,813
|
|
|
Weighted average shares outstanding, diluted
|
|
137,394
|
|
|
|
|
|
||
Basic net income per share
|
|
|
||
Net income per share
|
|
$
|
0.52
|
|
Diluted net income per share
|
|
|
||
Net income per share
|
|
$
|
0.51
|
|
|
|
|
||
Antidilutive employee stock-based awards, excluded
|
|
449
|
|
|
|
Americas
|
|
EMEA
|
|
APAC
|
|
Total
|
||||||||
2015:
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
617,211
|
|
|
$
|
336,894
|
|
|
$
|
313,120
|
|
|
$
|
1,267,225
|
|
% of total revenue
|
|
49
|
%
|
|
26
|
%
|
|
25
|
%
|
|
100
|
%
|
||||
Contribution margin
|
|
$
|
236,482
|
|
|
$
|
141,744
|
|
|
$
|
147,512
|
|
|
$
|
525,738
|
|
% of segment revenue
|
|
38
|
%
|
|
42
|
%
|
|
47
|
%
|
|
41
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
At December 31, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Gross accounts receivable
|
|
$
|
97,742
|
|
|
$
|
78,726
|
|
|
$
|
66,443
|
|
|
$
|
242,911
|
|
% of total gross accounts receivable
|
|
40
|
%
|
|
33
|
%
|
|
27
|
%
|
|
100
|
%
|
*
|
The United States and China, individually, accounted for more than 10% of the Company’s revenues in 2015. Net revenues in the United States were $528.0 million for the year ended December 31, 2015. Net revenues in China were $143.4 million for the year ended December 31, 2015. During 2015, one customer, ScanSource, accounted for 20% of the Company’s revenues. At December 31, 2015, ScanSource accounted for 20% of total gross accounts receivable.
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Segment contribution margin
|
|
$
|
525,738
|
|
Corporate and unallocated costs
|
|
(370,368
|
)
|
|
Stock-based compensation
|
|
(45,139
|
)
|
|
Effect of stock-based compensation cost on warranty expense
|
|
(336
|
)
|
|
Amortization of purchased intangibles
|
|
(10,451
|
)
|
|
Restructuring costs
|
|
(11,096
|
)
|
|
Transaction-related costs
|
|
(574
|
)
|
|
Interest and other income (expense), net
|
|
(1,855
|
)
|
|
Income before provision for income taxes
|
|
$
|
85,919
|
|
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Revenues:
|
|
|
||
UC group systems
|
|
$
|
772,744
|
|
UC personal devices
|
|
267,249
|
|
|
UC platform
|
|
227,232
|
|
|
Total
|
|
$
|
1,267,225
|
|
|
|
December 31,
|
||
|
|
2015
|
||
United States
|
|
$
|
77,082
|
|
EMEA
|
|
10,149
|
|
|
APAC
|
|
13,486
|
|
|
Other
|
|
1,136
|
|
|
Total
|
|
$
|
101,853
|
|
|
Page
|
|
|
Condensed Consolidated Balance Sheets
|
3
|
Condensed Consolidated Statements of Operations
|
4
|
Condensed Consolidated Statements of Comprehensive (Loss) Income
|
5
|
Condensed Consolidated Statements of Cash Flows
|
6
|
Notes to Condensed Consolidated Financial Statements
|
7
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
52,908
|
|
|
$
|
86,005
|
|
Trade receivables, net
|
|
115,814
|
|
|
134,622
|
|
||
Inventories
|
|
71,973
|
|
|
71,293
|
|
||
Prepaid expenses and other current assets
|
|
35,122
|
|
|
29,683
|
|
||
Total current assets
|
|
$
|
275,817
|
|
|
$
|
321,603
|
|
Property and equipment, net
|
|
58,096
|
|
|
61,705
|
|
||
Goodwill
|
|
493,187
|
|
|
502,809
|
|
||
Purchased intangibles, net
|
|
8,662
|
|
|
918
|
|
||
Deferred taxes
|
|
63,160
|
|
|
64,878
|
|
||
Other assets
|
|
17,218
|
|
|
18,481
|
|
||
Total assets
|
|
$
|
916,140
|
|
|
$
|
970,394
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
72,749
|
|
|
$
|
68,042
|
|
Accrued payroll and related liabilities
|
|
31,898
|
|
|
54,478
|
|
||
Income taxes payable
|
|
5,185
|
|
|
4,929
|
|
||
Deferred revenue
|
|
178,220
|
|
|
172,538
|
|
||
Current portion of long-term debt
|
|
16,733
|
|
|
11,736
|
|
||
Other accrued liabilities
|
|
50,976
|
|
|
69,073
|
|
||
Total current liabilities
|
|
$
|
355,761
|
|
|
$
|
380,796
|
|
Long-term deferred revenue
|
|
82,582
|
|
|
82,800
|
|
||
Income taxes payable
|
|
9,072
|
|
|
9,072
|
|
||
Long-term debt
|
|
664,296
|
|
|
694,854
|
|
||
Other non-current liabilities
|
|
80,957
|
|
|
75,438
|
|
||
Total liabilities
|
|
$
|
1,192,668
|
|
|
$
|
1,242,960
|
|
Commitments and contingencies (Note 11)
|
|
|
|
|
||||
Stockholders' deficit
|
|
|
|
|
||||
Common stock, $0.001 par value; authorized: 101,000 shares; issued and outstanding: 100,100 shares at March 31, 2018 and December 31, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
Additional paid-in capital
|
|
138,394
|
|
|
138,394
|
|
||
Accumulated deficit
|
|
(415,144
|
)
|
|
(409,089
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
222
|
|
|
(1,871
|
)
|
||
Total stockholders' deficit
|
|
$
|
(276,528
|
)
|
|
$
|
(272,566
|
)
|
Total liabilities and stockholders' deficit
|
|
$
|
916,140
|
|
|
$
|
970,394
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Revenues
|
|
|
|
|
||||
Product revenues
|
|
$
|
192,312
|
|
|
$
|
199,782
|
|
Service revenues
|
|
78,916
|
|
|
79,803
|
|
||
Total revenues
|
|
271,228
|
|
|
279,585
|
|
||
Cost of revenues
|
|
|
|
|
||||
Cost of product revenues
|
|
84,289
|
|
|
90,436
|
|
||
Cost of service revenues
|
|
28,370
|
|
|
29,493
|
|
||
Total cost of revenues
|
|
112,659
|
|
|
119,929
|
|
||
Gross profit
|
|
158,569
|
|
|
159,656
|
|
||
Operating expenses
|
|
|
|
|
||||
Sales and marketing
|
|
66,811
|
|
|
66,445
|
|
||
Research and development
|
|
36,360
|
|
|
33,060
|
|
||
General and administrative
|
|
17,312
|
|
|
16,989
|
|
||
Amortization of goodwill
|
|
14,026
|
|
|
14,005
|
|
||
Amortization of purchased intangibles
|
|
391
|
|
|
1,992
|
|
||
Restructuring costs
|
|
166
|
|
|
1,734
|
|
||
Transaction-related costs
|
|
4,408
|
|
|
1,547
|
|
||
Total operating expenses
|
|
139,474
|
|
|
135,772
|
|
||
Operating income
|
|
19,095
|
|
|
23,884
|
|
||
Interest and other income (expense), net
|
|
|
|
|
||||
Interest expense
|
|
(18,744
|
)
|
|
(20,078
|
)
|
||
Other income (expense), net
|
|
(10,506
|
)
|
|
(12,173
|
)
|
||
Interest and other income (expense), net
|
|
(29,250
|
)
|
|
(32,251
|
)
|
||
Loss before provision for income taxes
|
|
(10,155
|
)
|
|
(8,367
|
)
|
||
Provision for income taxes
|
|
(4,100
|
)
|
|
(5,905
|
)
|
||
Net loss
|
|
$
|
(6,055
|
)
|
|
$
|
(2,462
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net loss
|
|
$
|
(6,055
|
)
|
|
$
|
(2,462
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
2,093
|
|
|
1,042
|
|
||
Gains/losses on hedging securities:
|
|
|
|
|
||||
Net losses reclassified into earnings for revenue hedges
|
|
—
|
|
|
151
|
|
||
Net losses reclassified into earnings for expense hedges
|
|
—
|
|
|
288
|
|
||
Net gains (losses) on hedging securities
|
|
—
|
|
|
439
|
|
||
Other comprehensive income
|
|
2,093
|
|
|
1,481
|
|
||
Comprehensive loss
|
|
$
|
(3,962
|
)
|
|
$
|
(981
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net loss
|
|
$
|
(6,055
|
)
|
|
$
|
(2,462
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
8,359
|
|
|
10,096
|
|
||
Amortization of goodwill
|
|
14,026
|
|
|
14,005
|
|
||
Amortization of purchased intangibles
|
|
390
|
|
|
1,992
|
|
||
Amortization of capitalized software development costs for products to be sold
|
|
950
|
|
|
1,134
|
|
||
Amortization of debt issuance costs
|
|
3,689
|
|
|
3,136
|
|
||
Write-down of excess and obsolete inventories
|
|
2,870
|
|
|
3,189
|
|
||
(Gain) Loss on disposal of property and equipment
|
|
(33
|
)
|
|
214
|
|
||
Unrealized loss on mark-to-market of derivative
|
|
9,924
|
|
|
12,913
|
|
||
Realized loss on cash flow hedges
|
|
—
|
|
|
439
|
|
||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
||||
Trade receivables
|
|
19,651
|
|
|
(803
|
)
|
||
Inventories
|
|
(1,304
|
)
|
|
(3,217
|
)
|
||
Deferred taxes
|
|
(310
|
)
|
|
172
|
|
||
Prepaid expenses and other assets
|
|
(2,587
|
)
|
|
(7,546
|
)
|
||
Accounts payable
|
|
4,095
|
|
|
(15,049
|
)
|
||
Taxes payable
|
|
(361
|
)
|
|
71
|
|
||
Other accrued liabilities and deferred revenue
|
|
(28,862
|
)
|
|
(16,722
|
)
|
||
Net cash provided by operating activities
|
|
24,442
|
|
|
1,562
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(4,073
|
)
|
|
(4,792
|
)
|
||
Capitalized software development costs for products to be sold
|
|
(424
|
)
|
|
(471
|
)
|
||
Net cash used in Obihai acquisition
|
|
(11,774
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(16,271
|
)
|
|
(5,263
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Proceeds from debt, net of debt issuance costs
|
|
—
|
|
|
(34,688
|
)
|
||
Payments on debt
|
|
(29,688
|
)
|
|
—
|
|
||
Issuance costs related to loans
|
|
—
|
|
|
(7,847
|
)
|
||
Payment of the accrued consideration to dissenting shareholders
|
|
(11,791
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
|
(41,479
|
)
|
|
(42,535
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
211
|
|
|
304
|
|
||
Net decrease in cash and cash equivalents
|
|
(33,097
|
)
|
|
(45,932
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
86,005
|
|
|
100,075
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
52,908
|
|
|
$
|
54,143
|
|
|
|
|
|
|
||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
15,229
|
|
|
$
|
20,395
|
|
Cash paid for income taxes
|
|
$
|
1,342
|
|
|
$
|
327
|
|
Liabilities recorded for purchases of property and equipment
|
|
$
|
2,991
|
|
|
$
|
1,257
|
|
Accrued consideration to dissenting shareholders
|
|
$
|
—
|
|
|
$
|
11,791
|
|
Consideration:
|
|
March 31, 2018
|
||
Total Consideration
|
|
$
|
15,105
|
|
|
|
|
||
Fair value of assets acquired and liabilities assumed:
|
|
|
||
Cash
|
|
$
|
3,814
|
|
Other current and non-current assets
|
|
2,475
|
|
|
Goodwill
|
|
4,111
|
|
|
Purchased intangibles
(a)
|
|
8,134
|
|
|
Accounts payable
|
|
(552
|
)
|
|
Short-term taxes payable
|
|
(589
|
)
|
|
Other current and non-current liabilities
|
|
(144
|
)
|
|
Long-term deferred tax liability
|
|
(2,144
|
)
|
|
Total fair value of assets acquired and liabilities assumed
|
|
$
|
15,105
|
|
(a)
|
Purchased intangible assets consist of developed technology ($7.2 million), trade name ($0.5 million) and customer and partner relationships ($0.5 million) and are expected to be amortized over their estimated useful lives of 5 to 10 years. See Note 5 - Goodwill, Purchased Intangibles, and Software Development Costs for further details.
|
Balance at December 31, 2017
|
$
|
502,809
|
|
Additions
|
4,111
|
|
|
Goodwill amortization
|
(14,026
|
)
|
|
Foreign currency translation
|
293
|
|
|
Balance at March 31, 2018
|
$
|
493,187
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
Gross
Value
|
|
Accumulated
Amortization
& Impairment
|
|
Net Value
|
|
Gross
Value
|
|
Accumulated
Amortization
& Impairment
|
|
Net Value
|
||||||||||||
Developed technology
|
|
$
|
7,230
|
|
|
$
|
(361
|
)
|
|
$
|
6,869
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trade name
|
|
502
|
|
|
(18
|
)
|
|
484
|
|
|
|
|
|
|
|
|||||||||
Customer and partner relationships
|
|
79,928
|
|
|
(79,537
|
)
|
|
391
|
|
|
79,525
|
|
|
(79,525
|
)
|
|
—
|
|
||||||
Finite-lived intangible assets
|
|
87,660
|
|
|
(79,916
|
)
|
|
7,744
|
|
|
79,525
|
|
|
(79,525
|
)
|
|
—
|
|
||||||
Indefinite-lived trade name
|
|
918
|
|
|
—
|
|
|
918
|
|
|
918
|
|
|
—
|
|
|
918
|
|
||||||
Total acquired intangible assets
|
|
$
|
88,578
|
|
|
$
|
(79,916
|
)
|
|
$
|
8,662
|
|
|
$
|
80,443
|
|
|
$
|
(79,525
|
)
|
|
$
|
918
|
|
Capitalized software development costs for products to be sold
|
|
$
|
19,273
|
|
|
$
|
(14,800
|
)
|
|
$
|
4,473
|
|
|
$
|
18,849
|
|
|
$
|
(13,849
|
)
|
|
$
|
5,000
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
Gross trade receivables
|
|
$
|
173,157
|
|
|
$
|
196,332
|
|
Returns and other reserves
|
|
(55,639
|
)
|
|
(59,818
|
)
|
||
Allowance for doubtful accounts
|
|
(1,704
|
)
|
|
(1,892
|
)
|
||
Total
|
|
$
|
115,814
|
|
|
$
|
134,622
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
Raw materials
|
|
$
|
931
|
|
|
$
|
1,421
|
|
Work in process
|
|
18
|
|
|
7
|
|
||
Finished goods
|
|
71,024
|
|
|
69,865
|
|
||
Total
|
|
$
|
71,973
|
|
|
$
|
71,293
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
Non-trade receivables
|
|
$
|
6,116
|
|
|
$
|
6,586
|
|
Prepaid expenses
|
|
26,297
|
|
|
20,835
|
|
||
Other current assets
|
|
2,709
|
|
|
2,262
|
|
||
Total
|
|
$
|
35,122
|
|
|
$
|
29,683
|
|
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
Estimated useful Life
|
|
2018
|
|
2017
|
||||
Computer equipment and software
|
|
3 to 5 years
|
|
$
|
267,924
|
|
|
$
|
270,337
|
|
Equipment, furniture and fixtures
|
|
1 to 7 years
|
|
106,829
|
|
|
105,818
|
|
||
Tooling equipment
|
|
3 years
|
|
13,664
|
|
|
13,124
|
|
||
Leasehold improvements
|
|
3 to 13 years
|
|
52,649
|
|
|
52,911
|
|
||
Total gross property and equipment
|
|
|
|
441,066
|
|
|
442,190
|
|
||
Less: Accumulated depreciation and amortization
|
|
|
|
(382,970
|
)
|
|
(380,485
|
)
|
||
Total
|
|
|
|
$
|
58,096
|
|
|
$
|
61,705
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
Short-term:
|
|
|
|
|
||||
Service
|
|
$
|
169,226
|
|
|
$
|
163,036
|
|
License
|
|
8,994
|
|
|
9,502
|
|
||
Total
|
|
$
|
178,220
|
|
|
$
|
172,538
|
|
Long-term:
|
|
|
|
|
||||
Service
|
|
74,867
|
|
|
75,645
|
|
||
License
|
|
7,715
|
|
|
7,155
|
|
||
Total
|
|
$
|
82,582
|
|
|
$
|
82,800
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
Accrued expenses
|
|
$
|
28,763
|
|
|
$
|
27,848
|
|
Accrued co-op expenses
|
|
1,876
|
|
|
1,798
|
|
||
Restructuring reserves
|
|
5,070
|
|
|
6,409
|
|
||
Warranty obligations
|
|
8,731
|
|
|
8,808
|
|
||
Other accrued liabilities
|
|
6,536
|
|
|
24,210
|
|
||
Total
|
|
$
|
50,976
|
|
|
$
|
69,073
|
|
|
|
Three Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
8,808
|
|
|
$
|
8,183
|
|
Accruals for warranties issued during the period
|
|
2,956
|
|
|
2,644
|
|
||
Charges against warranty reserve during the period
|
|
(3,033
|
)
|
|
(2,934
|
)
|
||
Balance at end of period
|
|
$
|
8,731
|
|
|
$
|
7,893
|
|
|
|
Severance/Other
|
|
Facilities
|
|
Other
|
|
Total
|
||||||||
Balance at December 31, 2017
|
|
$
|
1,048
|
|
|
$
|
12,448
|
|
|
$
|
—
|
|
|
$
|
13,496
|
|
Additions to the reserve, net
|
|
1,178
|
|
|
(1,154
|
)
|
|
—
|
|
|
24
|
|
||||
Interest accretion
|
|
—
|
|
|
141
|
|
|
—
|
|
|
141
|
|
||||
Non-cash adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash payments
|
|
(895
|
)
|
|
(1,912
|
)
|
|
—
|
|
|
(2,807
|
)
|
||||
Balance at March 31, 2018
|
|
$
|
1,331
|
|
|
$
|
9,523
|
|
|
$
|
—
|
|
|
$
|
10,854
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
Current portion of long-term debt
|
|
$
|
28,282
|
|
|
$
|
23,438
|
|
Less: Unamortized issuance costs associated with current portion of long-term debt
|
|
(11,549
|
)
|
|
(11,702
|
)
|
||
Total current portion of long-term debt
|
|
$
|
16,733
|
|
|
$
|
11,736
|
|
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
Maturities
|
|
2018
|
|
2017
|
||||
1st Lien Term Loan of $750 million
|
|
2023
|
|
560,875
|
|
|
590,563
|
|
||
2nd Lien Term Loan of $175 million
|
|
2024
|
|
175,000
|
|
|
175,000
|
|
||
Computer equipment leases
|
|
2021
|
|
524
|
|
|
|
|||
Total gross long-term debt
|
|
|
|
$
|
736,399
|
|
|
$
|
765,563
|
|
|
|
|
|
|
|
|
||||
Less Unamortized discount and issuance costs attributable to long-term debt
|
(55,370
|
)
|
|
(58,973
|
)
|
|||||
|
|
|
|
|
|
|
||||
Less Current portion of long-term debt, net
|
|
|
|
(16,733
|
)
|
|
(11,736
|
)
|
||
Total long-term debt
|
|
|
|
$
|
664,296
|
|
|
$
|
694,854
|
|
|
|
Three months ending March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Contractual interest expense
|
|
$
|
15,055
|
|
|
$
|
16,942
|
|
Amortization of debt issuance costs
|
|
3,689
|
|
|
3,136
|
|
||
Total
|
|
$
|
18,744
|
|
|
$
|
20,078
|
|
Year Ending December 31,
|
|
Amount
|
||
2018
|
|
$
|
18,864
|
|
2019
|
|
37,661
|
|
|
2020
|
|
42,360
|
|
|
2021
|
|
56,287
|
|
|
2022
|
|
56,250
|
|
|
Thereafter
|
|
524,977
|
|
|
Total
|
|
$
|
736,399
|
|
Derivatives Not Designated As Hedging Instruments
|
|
Location of Gain/(Loss) Recognized in Income from Derivatives
|
|
Amount of Gain/(Loss) Recognized in Income from Derivatives
|
||
|
|
|
|
Three Months Ended March 31, 2018
|
||
Foreign Exchange Contracts
|
|
Interest and other income (expense), net
|
$
|
(9,537
|
)
|
|
|
|
|
|
|
||
|
|
|
|
Three Months Ended March 31, 2017
|
||
Foreign Exchange Contracts
|
|
Interest and other income (expense), net
|
$
|
(12,913
|
)
|
|
|
Gain or (Loss) Recognized in OCI-Effective Portion
|
|
Location of Gain or (Loss) Reclassified from OCI into Income-Effective Portion
|
|
Gain or (Loss) Reclassified from OCI into Income -Effective Portion
|
|
Location of Gain or (Loss) Recognized Ineffective Portion and Amount Excluded from Effectiveness Testing
|
|
Gain or (Loss) Recognized Ineffective Portion and Amount Excluded from Effectiveness Testing (a)
|
||||||
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
Product revenues
|
|
$
|
(151
|
)
|
|
Interest and other income (expense), net
|
|
$
|
—
|
|
|
|
|
|
Cost of revenues
|
|
(71
|
)
|
|
|
|
|
|||||
|
|
|
|
Sales and marketing
|
|
(163
|
)
|
|
|
|
|
|||||
|
|
|
|
Research and development
|
|
(13
|
)
|
|
|
|
|
|||||
|
|
|
|
General and administrative
|
|
(41
|
)
|
|
|
|
|
|||||
|
|
$
|
—
|
|
|
|
|
$
|
(439
|
)
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the
|
||||||||||||||||
Condensed Consolidated Balance Sheets
|
||||||||||||||||||||||||
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||||
As of March 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
$
|
21,899
|
|
|
$
|
—
|
|
|
$
|
21,899
|
|
|
$
|
(21,899
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
As of December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
$
|
18,658
|
|
|
$
|
—
|
|
|
$
|
18,658
|
|
|
$
|
(18,658
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Foreign Currency Translation
|
||
Balance as of December 31, 2017
|
|
$
|
(1,871
|
)
|
Other comprehensive income (loss)
|
|
2,093
|
|
|
Balance as of March 31, 2018
|
|
$
|
222
|
|
|
|
Plantronics
|
|
Polycom
|
|
Pro Forma
|
|
|
|
Plantronics
|
||||||||
|
|
Historical
|
|
Historical
|
|
Adjustments
|
|
Notes
|
|
Pro Forma
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
390,661
|
|
|
$
|
52,908
|
|
|
$
|
1,244,652
|
|
|
(a)
|
|
$
|
7,842
|
|
|
|
|
|
|
|
(842,426
|
)
|
|
(b)
|
|
|
|||||||
|
|
|
|
|
|
(837,953
|
)
|
|
(c)
|
|
|
|||||||
Short-term investments
|
|
269,313
|
|
|
—
|
|
|
(50,000
|
)
|
|
(c)
|
|
219,313
|
|
||||
Accounts receivables, net
|
|
152,888
|
|
|
115,814
|
|
|
|
|
|
|
268,702
|
|
|||||
Inventory, net
|
|
68,276
|
|
|
71,973
|
|
|
42,212
|
|
|
(d)
|
|
182,461
|
|
||||
Other current assets
|
|
18,588
|
|
|
35,122
|
|
|
—
|
|
|
|
|
53,710
|
|
||||
Total current assets
|
|
899,726
|
|
|
275,817
|
|
|
(443,515
|
)
|
|
|
|
732,028
|
|
||||
Property, plant, and equipment, net
|
|
142,129
|
|
|
58,096
|
|
|
18,485
|
|
|
(h)
|
|
218,710
|
|
||||
Goodwill and purchased intangibles, net
|
|
15,498
|
|
|
501,849
|
|
|
(493,187
|
)
|
|
(g)
|
|
2,286,638
|
|
||||
|
|
|
|
|
|
975,359
|
|
|
(i)
|
|
|
|||||||
|
|
|
|
|
|
1,287,119
|
|
|
(j)
|
|
|
|||||||
Deferred tax and other assets
|
|
19,534
|
|
|
80,378
|
|
|
(63,160
|
)
|
|
(m)
|
|
31,966
|
|
||||
|
|
|
|
|
|
(4,786
|
)
|
|
(p)
|
|
|
|||||||
Total assets
|
|
$
|
1,076,887
|
|
|
$
|
916,140
|
|
|
$
|
1,276,315
|
|
|
|
|
$
|
3,269,342
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
45,417
|
|
|
$
|
72,749
|
|
|
$
|
—
|
|
|
|
|
$
|
118,166
|
|
Accrued liabilities
|
|
77,111
|
|
|
104,792
|
|
|
(16,733
|
)
|
|
(c)
|
|
192,500
|
|
||||
|
|
|
|
|
|
5,791
|
|
|
(a)
|
|
|
|||||||
|
|
|
|
|
|
13,658
|
|
|
(e)
|
|
|
|||||||
|
|
|
|
|
|
7,881
|
|
|
(k)
|
|
|
|||||||
Deferred revenue
|
|
2,986
|
|
|
178,220
|
|
|
(103,501
|
)
|
|
(l)
|
|
77,705
|
|
||||
Total current liabilities
|
|
125,514
|
|
|
355,761
|
|
|
(92,904
|
)
|
|
|
|
388,371
|
|
||||
Long-term debt, net of issuance costs
|
|
492,509
|
|
|
664,296
|
|
|
1,238,861
|
|
|
(a)
|
|
1,731,370
|
|
||||
|
|
|
|
|
|
(664,296
|
)
|
|
(c)
|
|
|
|||||||
Long-term income taxes payable
|
|
87,328
|
|
|
9,072
|
|
|
22,294
|
|
|
(m)
|
|
118,694
|
|
||||
Long-term deferred revenue
|
|
—
|
|
|
82,582
|
|
|
(41,861
|
)
|
|
(l)
|
|
40,721
|
|
||||
Deferred tax liability
|
|
—
|
|
|
—
|
|
|
122,918
|
|
|
(m)
|
|
122,918
|
|
||||
Other long-term liabilities
|
|
18,566
|
|
|
80,957
|
|
|
(65,832
|
)
|
|
(f)
|
|
33,691
|
|
||||
Total liabilities
|
|
723,917
|
|
|
1,192,668
|
|
|
519,180
|
|
|
|
|
2,435,765
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common stock
|
|
816
|
|
|
—
|
|
|
—
|
|
|
|
|
816
|
|
||||
Additional paid-in capital
|
|
876,645
|
|
|
138,394
|
|
|
(138,394
|
)
|
|
(n)
|
|
1,370,910
|
|
||||
|
|
|
|
|
|
494,265
|
|
|
(o)
|
|
|
|||||||
Accumulated other comprehensive income
|
|
2,870
|
|
|
222
|
|
|
(222
|
)
|
|
(n)
|
|
2,870
|
|
||||
Retained earnings (Accumulated deficit)
|
|
299,066
|
|
|
(415,144
|
)
|
|
415,144
|
|
|
(n)
|
|
285,408
|
|
||||
|
|
|
|
|
|
(13,658
|
)
|
|
(e)
|
|
|
|||||||
Total stockholders' equity before treasury stock
|
|
1,179,397
|
|
|
(276,528
|
)
|
|
757,135
|
|
|
|
|
1,660,004
|
|
||||
Less: Treasury stock at cost
|
|
(826,427
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(826,427
|
)
|
||||
Total stockholders' equity (deficit)
|
|
352,970
|
|
|
(276,528
|
)
|
|
757,135
|
|
|
|
|
833,577
|
|
||||
Total liabilities and stockholders’ equity (deficit)
|
|
$
|
1,076,887
|
|
|
$
|
916,140
|
|
|
$
|
1,276,315
|
|
|
|
|
$
|
3,269,342
|
|
|
|
Plantronics
|
|
Polycom
|
|
|
|
|
|
|
||||||||
|
|
Historical
|
|
Historical
|
|
Pro Forma
|
|
|
|
Plantronics
|
||||||||
|
|
3/31/2018
|
|
12/31/2017
|
|
Adjustments
|
|
Notes
|
|
Pro Forma
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Revenues
|
|
$
|
856,903
|
|
|
$
|
1,142,779
|
|
|
$
|
—
|
|
|
|
|
$
|
1,999,682
|
|
Cost of revenues:
|
|
417,788
|
|
|
495,997
|
|
|
109,720
|
|
|
(dd)
|
|
1,023,505
|
|
||||
Gross profit
|
|
439,115
|
|
|
646,782
|
|
|
(109,720
|
)
|
|
|
|
976,177
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research, development, and engineering
|
|
84,193
|
|
|
135,655
|
|
|
—
|
|
|
|
|
219,848
|
|
||||
Selling, general, and administrative
|
|
229,390
|
|
|
406,600
|
|
|
(5,057
|
)
|
|
(aa)
|
|
655,725
|
|
||||
|
|
|
|
|
|
(56,021
|
)
|
|
(bb)
|
|
|
|||||||
|
|
|
|
|
|
(9,884
|
)
|
|
(cc)
|
|
|
|||||||
|
|
|
|
|
|
90,697
|
|
|
(dd)
|
|
|
|||||||
(Gain) loss, net from litigation settlements
|
|
(420
|
)
|
|
673
|
|
|
—
|
|
|
|
|
253
|
|
||||
Restructuring and other related charges (credits)
|
|
2,451
|
|
|
9,090
|
|
|
—
|
|
|
|
|
11,541
|
|
||||
Total operating expenses
|
|
315,614
|
|
|
552,018
|
|
|
19,735
|
|
|
|
|
887,367
|
|
||||
Operating income
|
|
123,501
|
|
|
94,764
|
|
|
(129,455
|
)
|
|
|
|
88,810
|
|
||||
Interest expense
|
|
(29,297
|
)
|
|
(78,677
|
)
|
|
11,973
|
|
|
(ee)
|
|
(96,001
|
)
|
||||
Other non-operating income and (expense), net
|
|
6,023
|
|
|
(52,749
|
)
|
|
54,559
|
|
|
(gg)
|
|
7,833
|
|
||||
Income (loss) before income taxes
|
|
100,227
|
|
|
(36,662
|
)
|
|
(62,923
|
)
|
|
|
|
642
|
|
||||
Income tax expense (benefit)
|
|
101,096
|
|
|
43,379
|
|
|
(13,214
|
)
|
|
(ff)
|
|
131,261
|
|
||||
Net loss
|
|
$
|
(869
|
)
|
|
$
|
(80,041
|
)
|
|
$
|
(49,709
|
)
|
|
|
|
$
|
(130,619
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common unit:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
$
|
(3.38
|
)
|
||||
Diluted
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
$
|
(3.38
|
)
|
||||
Weighted average common units outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
32,345
|
|
|
|
|
6,352
|
|
|
|
|
38,697
|
|
|||||
Diluted
|
|
32,345
|
|
|
|
|
6,352
|
|
|
|
|
38,697
|
|
Preliminary Purchase Consideration
|
|
||
Base Cash Purchase Price per Stock Purchase Agreement
|
$
|
1,638,172
|
|
Plus: Fair value of equity shares issued
|
494,265
|
|
|
Plus: Polycom closing cash
|
72,214
|
|
|
Plus: Adjustments
|
19,993
|
|
|
Total estimated purchase consideration
|
$
|
2,224,644
|
|
(a)
|
Reflects the proceeds from the Term Loan Facility of $1.275 billion net of $23.9 million of financing costs related to the Term Loan and Revolving Credit Facilities incurred on the Closing Date. These financing costs were deferred as an element of and reduce the net debt balance recognized. Additionally, the Term Loan Facility balance reflects a reduction for an original issue discount of $6.4 million.
|
(b)
|
Reflects cash consideration paid on the Closing Date for the Acquisition, after adjusting for payment of Polycom’s pre-existing debt and equity award liabilities as required by the purchase agreement and for estimated adjustments in closing cash and working capital.
|
(c)
|
Reflects the cash payment to settle Polycom’s pre-existing debt and certain of Polycom's transaction expenses in connection with the acquisition, as required by the purchase agreement.
|
(d)
|
Reflects the preliminary fair value of acquired inventory. This increase is not reflected in the unaudited pro forma condensed combined statement of operations as it was determined to not have a continuing impact.
|
(e)
|
Reflects accrual of Plantronics’ transaction-related expenses that had been incurred through the transaction date but not recorded in historical financial statements.
|
(f)
|
Reflects the settlement of Polycom’s currency swap arrangement related to Polycom’s pre-existing debt in connection with the Acquisition.
|
(g)
|
Reflects the adjustment to remove Polycom’s historical goodwill.
|
(h)
|
Reflects the preliminary fair value adjustments for property, plant, and equipment, which is mainly comprised of personal and real property, and the related pro forma depreciation expense adjustments. Pro forma depreciation expense is calculated based on an average remaining useful life of 2 to 4 years for the acquired assets (in thousands, except useful life):
|
(i)
|
Reflects the adjustment to record the fair value of identifiable intangible assets and related amortization expense adjustments, as follows (in thousands, except useful life):
|
|
Fair Value
|
|
Average Remaining Useful Life (years)
|
|
Pro Forma Amortization Expense
|
||||
Existing Technology
|
$
|
537,200
|
|
|
4.9
|
|
$
|
109,720
|
|
In-process Technology
|
58,000
|
|
|
—
|
|
—
|
|
||
Customer Relationships
|
245,100
|
|
|
5.1
|
|
48,267
|
|
||
Backlog
|
27,900
|
|
|
1.0
|
|
27,900
|
|
||
Trade Name / Trademarks
|
115,600
|
|
|
6.0
|
|
19,267
|
|
||
Favorable Leases
|
3,108
|
|
|
3.7
|
|
850
|
|
||
(Unfavorable) Leases
|
(2,887
|
)
|
|
3.1
|
|
(923
|
)
|
||
Total
|
$
|
984,021
|
|
|
|
|
$
|
205,081
|
|
|
|
|
|
|
|
||||
Less: Polycom's historical intangible assets and amortization expense
|
$
|
8,662
|
|
|
|
|
$
|
4,664
|
|
|
|
|
|
|
|
||||
Increase to pro forma intangibles and amortization expense
|
$
|
975,359
|
|
|
|
|
$
|
200,417
|
|
(j)
|
Reflects the recognition of goodwill arising from the Acquisition based upon the Company’s provisional purchase price allocation. The goodwill is primarily attributable to the assembled workforce of Polycom and synergies and economies of scale expected from combining the operations of Polycom and Plantronics (balance in thousands). Intangible assets arising on acquisition are not expected to be deductible for income taxes.
|
Total consideration to be allocated
|
$
|
2,224,644
|
|
Less: Estimated fair value of assets acquired
|
|
||
Current assets
|
(318,029
|
)
|
|
Depreciable fixed assets
|
(76,581
|
)
|
|
Intangible Assets
|
(984,021
|
)
|
|
Other assets
|
(12,432
|
)
|
|
Plus: Estimated fair value of assumed liabilities
|
|
||
Current liabilities
|
243,408
|
|
|
Deferred tax liability
|
122,918
|
|
|
Other long-term liabilities
|
87,212
|
|
|
Goodwill
|
$1,287,119
|
(k)
|
Reflects the preliminary estimated fair value of the pre-existing Polycom management Long Term Incentive Plan (“Polycom LTIP”), which became vested and payable upon closing of the acquisition.
|
(l)
|
Reflects the adjustment to reflect the fair value of deferred revenue. This decrease is not reflected in the unaudited pro forma condensed combined statement of operations as it was determined to not have a continuing impact.
|
(m)
|
Reflects the tax impact of the pro forma adjustments based on an estimated blended statutory rate and adjustment for uncertain tax positions. The income tax expense/benefit is based on management’s estimate of the blended applicable statutory tax rates for the jurisdictions associated with the respective pro forma adjustments. Because the tax rates used for these pro forma financial statements are an estimate, the blended rate will likely vary from the actual effective tax rate in periods subsequent
|
(n)
|
Reflects the elimination of Polycom’s historical stockholders’ equity balances.
|
(o)
|
Reflects the fair value of equity consideration for the Acquisition (shares of Plantronics common stock).
|
(p)
|
Reflects elimination of costs capitalized for internally-developed software. As of the Acquisition, the internally-developed software is part of the Existing technology intangible asset valuation. Please refer to adjustment (i).
|
|
|
Year Ended March 31, 2018
|
||
Interest on term loan facility borrowing
|
|
$
|
62,932
|
|
Amortization of deferred financing costs and discounts from the Credit Facility
|
|
3,772
|
|
|
Total interest expense
|
|
66,704
|
|
|
Less:
|
|
|
||
Historical Polycom interest expense
|
|
78,677
|
|
|
Net pro forma adjustment to interest expense
|
|
$
|
11,973
|
|
Impact of a 1/8% increase in interest rate
|
|
$
|
1,573
|
|
Impact of a 1/8% decrease in interest rate
|
|
$
|
(1,573
|
)
|