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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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22-3509099
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification Number)
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7195 Oakport Street
Oakland, California
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94621
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
|
x
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Page
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PART I. FINANCIAL INFORMATION
|
||
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|
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Item 1.
|
||
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Item 2.
|
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Item 3.
|
||
Item 4.
|
||
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PART II. OTHER INFORMATION
|
|
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Item 1.
|
||
Item 1A.
|
||
Item 5.
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Other Information
|
|
Item 6.
|
||
|
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September 30,
2013 |
|
December 31,
2012 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14,301
|
|
|
$
|
11,119
|
|
Accounts receivable, net of allowances for sales returns and doubtful accounts of $1,675 as of September 30, 2013 and $2,878 as of December 31, 2012
|
29,356
|
|
|
25,820
|
|
||
Inventories
|
21,179
|
|
|
21,404
|
|
||
Prepaid expenses and other current assets
|
2,411
|
|
|
2,590
|
|
||
Total current assets
|
67,247
|
|
|
60,933
|
|
||
Property and equipment, net
|
642
|
|
|
583
|
|
||
Other assets
|
251
|
|
|
208
|
|
||
Total assets
|
$
|
68,140
|
|
|
$
|
61,724
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
11,545
|
|
|
$
|
7,229
|
|
Line of credit
|
10,000
|
|
|
10,000
|
|
||
Accrued and other liabilities
|
8,650
|
|
|
8,836
|
|
||
Total current liabilities
|
30,195
|
|
|
26,065
|
|
||
Other long-term liabilities
|
2,688
|
|
|
3,719
|
|
||
Total liabilities
|
32,883
|
|
|
29,784
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value. Authorized 180,000 shares; issued and outstanding 31,553 and 31,116 shares as of September 30, 2013 and December 31, 2012, respectively
|
31
|
|
|
31
|
|
||
Additional paid-in capital
|
1,073,387
|
|
|
1,072,839
|
|
||
Other comprehensive income
|
103
|
|
|
216
|
|
||
Accumulated deficit
|
(1,038,264
|
)
|
|
(1,041,146
|
)
|
||
Total stockholders’ equity
|
35,257
|
|
|
31,940
|
|
||
Total liabilities and stockholders’ equity
|
$
|
68,140
|
|
|
$
|
61,724
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net revenue
|
$
|
31,515
|
|
|
$
|
29,198
|
|
|
$
|
89,942
|
|
|
$
|
87,095
|
|
Cost of revenue
|
19,608
|
|
|
20,966
|
|
|
55,919
|
|
|
61,211
|
|
||||
Gross profit
|
11,907
|
|
|
8,232
|
|
|
34,023
|
|
|
25,884
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and product development
|
3,934
|
|
|
5,090
|
|
|
11,514
|
|
|
14,835
|
|
||||
Sales and marketing
|
4,644
|
|
|
4,976
|
|
|
14,539
|
|
|
14,516
|
|
||||
General and administrative
|
1,702
|
|
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2,305
|
|
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4,916
|
|
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6,118
|
|
||||
Total operating expenses
|
10,280
|
|
|
12,371
|
|
|
30,969
|
|
|
35,469
|
|
||||
Operating income (loss)
|
1,627
|
|
|
(4,139
|
)
|
|
3,054
|
|
|
(9,585
|
)
|
||||
Interest expense
|
(25
|
)
|
|
(26
|
)
|
|
(74
|
)
|
|
(53
|
)
|
||||
Other income (loss), net
|
—
|
|
|
(19
|
)
|
|
(20
|
)
|
|
(13
|
)
|
||||
Income (loss) before income taxes
|
1,602
|
|
|
(4,184
|
)
|
|
2,960
|
|
|
(9,651
|
)
|
||||
Income tax provision
|
6
|
|
|
14
|
|
|
78
|
|
|
63
|
|
||||
Net income (loss)
|
1,596
|
|
|
(4,198
|
)
|
|
2,882
|
|
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(9,714
|
)
|
||||
Other comprehensive loss – foreign currency translation adjustments
|
(30
|
)
|
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(8
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)
|
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(113
|
)
|
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(24
|
)
|
||||
Comprehensive income (loss)
|
$
|
1,566
|
|
|
$
|
(4,206
|
)
|
|
$
|
2,769
|
|
|
$
|
(9,738
|
)
|
Basic and diluted net income (loss) per share
|
$
|
0.05
|
|
|
$
|
(0.14
|
)
|
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$
|
0.09
|
|
|
$
|
(0.31
|
)
|
Weighted average shares outstanding used to compute basic net income (loss) per share
|
31,480
|
|
|
31,086
|
|
|
31,273
|
|
|
30,927
|
|
||||
Weighted average shares outstanding used to compute diluted net income (loss) per share
|
33,344
|
|
|
31,086
|
|
|
32,599
|
|
|
30,927
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
2,882
|
|
|
$
|
(9,714
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
266
|
|
|
234
|
|
||
Stock-based compensation
|
367
|
|
|
1,266
|
|
||
Provision for sales returns and doubtful accounts
|
1,203
|
|
|
1,651
|
|
||
Impairment of fixed assets
|
—
|
|
|
61
|
|
||
Loss on disposal of fixed assets
|
—
|
|
|
5
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(4,739
|
)
|
|
3,841
|
|
||
Inventories
|
225
|
|
|
2,014
|
|
||
Prepaid expenses and other current assets
|
179
|
|
|
53
|
|
||
Other assets
|
(43
|
)
|
|
(1
|
)
|
||
Accounts payable
|
4,316
|
|
|
(134
|
)
|
||
Accrued and other liabilities
|
(1,217
|
)
|
|
(2,027
|
)
|
||
Net cash provided by (used in) operating activities
|
3,439
|
|
|
(2,751
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(325
|
)
|
|
(329
|
)
|
||
Restricted cash
|
—
|
|
|
58
|
|
||
Net cash used in investing activities
|
(325
|
)
|
|
(271
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options and purchases
|
181
|
|
|
130
|
|
||
Repayment of debt
|
—
|
|
|
(5,000
|
)
|
||
Net cash provided by (used in) financing activities
|
181
|
|
|
(4,870
|
)
|
||
Effect of exchange rate changes on cash
|
(113
|
)
|
|
(24
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
3,182
|
|
|
(7,916
|
)
|
||
Cash and cash equivalents at beginning of period
|
11,119
|
|
|
18,190
|
|
||
Cash and cash equivalents at end of period
|
$
|
14,301
|
|
|
$
|
10,274
|
|
(1)
|
Organization and Summary of Significant Accounting Policies
|
(a)
|
Description of Business
|
(b)
|
Basis of Presentation
|
(c)
|
Risks and Uncertainties
|
•
|
Potential deferment of purchases and orders by customers;
|
•
|
Customers’ inability to obtain financing to make purchases from the Company and/or maintain their business;
|
•
|
Negative impact from increased financial pressures on third-party dealers, distributors and retailers;
|
•
|
Intense competition in the communication equipment market;
|
•
|
Commercial acceptance of the Company’s Single Line Multi-Service (“SLMS”) products; and
|
•
|
Negative impact from increased financial pressures on key suppliers.
|
•
|
increasing its vulnerability to adverse economic conditions in its industry or the economy in general;
|
•
|
requiring substantial amounts of cash to be used for debt servicing, rather than other purposes, including operations;
|
•
|
limiting its ability to plan for, or react to, changes in its business and industry; and
|
•
|
influencing investor and customer perceptions about its financial stability and limiting its ability to obtain financing or acquire customers.
|
(d)
|
Use of Estimates
|
(e)
|
Revenue Recognition
|
(f)
|
Fair Value of Financial Instruments
|
Level 1-
|
Inputs are quoted prices in active markets for identical assets or liabilities.
|
Level 2 -
|
Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
|
Level 3 -
|
Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.
|
(g)
|
Concentration of Risk
|
(h)
|
Comprehensive Income
|
(2)
|
Inventories
|
|
September 30, 2013
|
|
December 31,
2012
|
||||
Raw materials
|
$
|
12,693
|
|
|
$
|
13,226
|
|
Work in process
|
2,026
|
|
|
2,051
|
|
||
Finished goods
|
6,460
|
|
|
6,127
|
|
||
|
$
|
21,179
|
|
|
$
|
21,404
|
|
(3)
|
Property and Equipment, net
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
Machinery and equipment
|
$
|
9,485
|
|
|
$
|
9,178
|
|
Computers and acquired software
|
3,777
|
|
|
3,758
|
|
||
Furniture and fixtures
|
248
|
|
|
248
|
|
||
Leasehold improvements
|
2,067
|
|
|
2,067
|
|
||
|
15,577
|
|
|
15,251
|
|
||
Less accumulated depreciation and amortization
|
(14,935
|
)
|
|
(14,668
|
)
|
||
|
$
|
642
|
|
|
$
|
583
|
|
(4)
|
Net Income (Loss) Per Share
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income (loss):
|
$
|
1,596
|
|
|
$
|
(4,198
|
)
|
|
$
|
2,882
|
|
|
$
|
(9,714
|
)
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
31,480
|
|
|
31,086
|
|
|
31,273
|
|
|
30,927
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options and share awards
|
1,864
|
|
|
—
|
|
|
1,326
|
|
|
—
|
|
||||
Diluted
|
33,344
|
|
|
31,086
|
|
|
32,599
|
|
|
30,927
|
|
||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.05
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.31
|
)
|
Diluted
|
$
|
0.05
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.31
|
)
|
|
Three Months Ended September 30, 2013
|
|
Weighted
Average
Exercise
Price
|
|
Nine Months Ended September 30, 2013
|
|
Weighted
Average
Exercise
Price
|
||||||
Warrants
|
7
|
|
|
$
|
116.54
|
|
|
7
|
|
|
$
|
116.54
|
|
Outstanding stock options and unvested restricted shares
|
541
|
|
|
$
|
4.98
|
|
|
541
|
|
|
$
|
4.98
|
|
|
548
|
|
|
|
|
548
|
|
|
|
|
Three Months Ended September 30, 2012
|
|
Weighted
Average
Exercise
Price
|
|
Nine Months Ended September 30, 2012
|
|
Weighted
Average
Exercise
Price
|
||||||
Warrants
|
7
|
|
|
$
|
116.54
|
|
|
7
|
|
|
$
|
116.54
|
|
Outstanding stock options and unvested restricted shares
|
5,692
|
|
|
$
|
2.01
|
|
|
5,692
|
|
|
$
|
2.01
|
|
|
5,699
|
|
|
|
|
5,699
|
|
|
|
(5)
|
Debt
|
(6)
|
Commitments and Contingencies
|
|
Operating Leases
|
||
Year ending December 31:
|
|
||
2013 (remainder of the year)
|
$
|
432
|
|
2014
|
1,601
|
|
|
2015
|
1,273
|
|
|
2016
|
407
|
|
|
2017 and thereafter
|
39
|
|
|
Total minimum lease payments
|
$
|
3,752
|
|
|
Nine Months Ended
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Beginning balance
|
$
|
1,499
|
|
|
$
|
1,546
|
|
Charged to cost of revenue
|
466
|
|
|
884
|
|
||
Claims and settlements
|
(719
|
)
|
|
(857
|
)
|
||
Ending balance
|
$
|
1,246
|
|
|
$
|
1,573
|
|
(7)
|
Enterprise-Wide Information
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenue by Geography:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
9,691
|
|
|
$
|
11,534
|
|
|
$
|
28,941
|
|
|
$
|
34,016
|
|
Canada
|
881
|
|
|
676
|
|
|
2,691
|
|
|
3,151
|
|
||||
Total North America
|
10,572
|
|
|
12,210
|
|
|
31,632
|
|
|
37,167
|
|
||||
Latin America
|
8,317
|
|
|
7,500
|
|
|
20,610
|
|
|
23,149
|
|
||||
Europe, Middle East, Africa
|
11,770
|
|
|
8,757
|
|
|
35,048
|
|
|
24,859
|
|
||||
Asia Pacific
|
856
|
|
|
731
|
|
|
2,652
|
|
|
1,920
|
|
||||
Total International
|
20,943
|
|
|
16,988
|
|
|
58,310
|
|
|
49,928
|
|
||||
|
$
|
31,515
|
|
|
$
|
29,198
|
|
|
$
|
89,942
|
|
|
$
|
87,095
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenue by Products and Services:
|
|
|
|
|
|
|
|
||||||||
Products
|
$
|
29,653
|
|
|
$
|
28,144
|
|
|
$
|
83,699
|
|
|
$
|
83,609
|
|
Services
|
1,862
|
|
|
1,054
|
|
|
6,243
|
|
|
3,486
|
|
||||
Total
|
$
|
31,515
|
|
|
$
|
29,198
|
|
|
$
|
89,942
|
|
|
$
|
87,095
|
|
(8)
|
Income Taxes
|
• Federal
|
|
2009 –2012
|
|
|
|
• California and Canada
|
|
2008 – 2012
|
|
|
|
• Brazil
|
|
2007 – 2012
|
|
|
|
• Germany
|
|
2009 – 2012
|
|
|
|
• United Kingdom
|
|
2008 – 2012
|
•
|
Increasing revenue while continuing to carefully control costs;
|
•
|
Continued investments in strategic research and product development activities that will provide the maximum potential return on investment; and
|
•
|
Minimizing consumption of our cash and cash equivalents.
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Net revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
62
|
%
|
|
72
|
%
|
|
62
|
%
|
|
70
|
%
|
Gross profit
|
38
|
%
|
|
28
|
%
|
|
38
|
%
|
|
30
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Research and product development
|
13
|
%
|
|
17
|
%
|
|
13
|
%
|
|
17
|
%
|
Sales and marketing
|
15
|
%
|
|
17
|
%
|
|
16
|
%
|
|
17
|
%
|
General and administrative
|
5
|
%
|
|
8
|
%
|
|
6
|
%
|
|
7
|
%
|
Total operating expenses
|
33
|
%
|
|
42
|
%
|
|
35
|
%
|
|
41
|
%
|
Operating income (loss)
|
5
|
%
|
|
(14
|
)%
|
|
3
|
%
|
|
(11
|
)%
|
Interest expense
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
Interest income
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
Other income (loss), net
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
Income (loss) before income taxes
|
5
|
%
|
|
(14
|
)%
|
|
3
|
%
|
|
(11
|
)%
|
Income tax provision
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
Net income (loss)
|
5
|
%
|
|
(14
|
)%
|
|
3
|
%
|
|
(11
|
)%
|
Other comprehensive loss
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
Comprehensive income (loss)
|
5
|
%
|
|
(14
|
)%
|
|
3
|
%
|
|
(11
|
)%
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
Increase
|
|
% change
|
|
2013
|
|
2012
|
|
Increase
|
|
% change
|
||||||||||||||
Products
|
$
|
29.7
|
|
|
$
|
28.1
|
|
|
$
|
1.6
|
|
|
5.7
|
%
|
|
$
|
83.7
|
|
|
$
|
83.6
|
|
|
$
|
0.1
|
|
|
0.1
|
%
|
Services
|
1.8
|
|
|
1.1
|
|
|
0.7
|
|
|
63.6
|
%
|
|
6.2
|
|
|
3.5
|
|
|
2.7
|
|
|
77.1
|
%
|
||||||
Total
|
$
|
31.5
|
|
|
$
|
29.2
|
|
|
$
|
2.3
|
|
|
7.9
|
%
|
|
$
|
89.9
|
|
|
$
|
87.1
|
|
|
$
|
2.8
|
|
|
3.2
|
%
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
Increase
(Decrease)
|
|
% change
|
|
2013
|
|
2012
|
|
Increase
(Decrease)
|
|
% change
|
||||||||||||||
Revenue by geography:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
United States
|
$
|
9.7
|
|
|
$
|
11.5
|
|
|
$
|
(1.8
|
)
|
|
(15.7
|
)%
|
|
$
|
28.9
|
|
|
$
|
34.0
|
|
|
$
|
(5.1
|
)
|
|
(15.0
|
)%
|
Canada
|
0.9
|
|
|
0.7
|
|
|
0.2
|
|
|
28.6
|
%
|
|
2.7
|
|
|
3.2
|
|
|
(0.5
|
)
|
|
(15.6
|
)%
|
||||||
Total North America
|
10.6
|
|
|
12.2
|
|
|
(1.6
|
)
|
|
(13.1
|
)%
|
|
31.6
|
|
|
37.2
|
|
|
(5.6
|
)
|
|
(15.1
|
)%
|
||||||
Latin America
|
8.3
|
|
|
7.5
|
|
|
0.8
|
|
|
10.7
|
%
|
|
20.6
|
|
|
23.1
|
|
|
(2.5
|
)
|
|
(10.8
|
)%
|
||||||
Europe, Middle East, Africa
|
11.8
|
|
|
8.8
|
|
|
3.0
|
|
|
34.1
|
%
|
|
35.0
|
|
|
24.9
|
|
|
10.1
|
|
|
40.6
|
%
|
||||||
Asia Pacific
|
0.8
|
|
|
0.7
|
|
|
0.1
|
|
|
14.3
|
%
|
|
2.7
|
|
|
1.9
|
|
|
0.8
|
|
|
42.1
|
%
|
||||||
Total International
|
20.9
|
|
|
17.0
|
|
|
3.9
|
|
|
22.9
|
%
|
|
58.3
|
|
|
49.9
|
|
|
8.4
|
|
|
16.8
|
%
|
||||||
Total
|
$
|
31.5
|
|
|
$
|
29.2
|
|
|
$
|
2.3
|
|
|
7.9
|
%
|
|
$
|
89.9
|
|
|
$
|
87.1
|
|
|
$
|
2.8
|
|
|
3.2
|
%
|
•
|
Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual requirements;
|
•
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;
|
•
|
non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period; and
|
•
|
other companies in our industry may calculate Adjusted EBITDA and similar measures differently than we do, limiting its usefulness as a comparative measure.
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income (loss)
|
$
|
1,596
|
|
|
$
|
(4,198
|
)
|
|
$
|
2,882
|
|
|
$
|
(9,714
|
)
|
Add:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
25
|
|
|
26
|
|
|
74
|
|
|
53
|
|
||||
Provision for taxes
|
6
|
|
|
14
|
|
|
78
|
|
|
63
|
|
||||
Depreciation and amortization
|
92
|
|
|
77
|
|
|
266
|
|
|
234
|
|
||||
Non-cash equity-based compensation expense
|
55
|
|
|
834
|
|
|
367
|
|
|
1,266
|
|
||||
Adjusted EBITDA
|
$
|
1,774
|
|
|
$
|
(3,247
|
)
|
|
$
|
3,667
|
|
|
$
|
(8,098
|
)
|
|
|
|
Payments due by period
|
||||||||||||||||||||
|
Total
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017 and thereafter
|
||||||||||||
Operating leases
|
$
|
3,752
|
|
|
$
|
432
|
|
|
$
|
1,601
|
|
|
$
|
1,273
|
|
|
$
|
407
|
|
|
$
|
39
|
|
Purchase commitments
|
11,076
|
|
|
11,076
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Line of credit (1)
|
10,000
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total future contractual commitments
|
$
|
24,828
|
|
|
$
|
21,508
|
|
|
$
|
1,601
|
|
|
$
|
1,273
|
|
|
$
|
407
|
|
|
$
|
39
|
|
(1)
|
The specified payment period reflects our current intent to repay all outstanding borrowings within the current year. The maturity date under the WFB Facility is March 31, 2016.
|
|
Z
HONE
T
ECHNOLOGIES
, I
NC
.
|
||
|
|
|
|
Date: November 8, 2013
|
By:
|
|
/s/ M
ORTEZA
E
JABAT
|
|
Name:
|
|
Morteza Ejabat
|
|
Title:
|
|
Chief Executive Officer
|
|
|
|
|
|
By:
|
|
/s/ K
IRK
M
ISAKA
|
|
Name:
|
|
Kirk Misaka
|
|
Title:
|
|
Chief Financial Officer
|
Exhibit
Number
|
Description
|
|
|
10.1#
|
Zhone Technologies, Inc. Incentive Bonus Plan
|
|
|
10.2
|
Second Amendment to Credit and Security Agreements, dated as of September 30, 2013, by and among Zhone Technologies, Inc., ZTI Merger Subsidiary III, Inc., Premisys Communications, Inc., Zhone Technologies International, Inc., Paradyne Networks, Inc., Paradyne Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 of registrant's Current Report on Form 8-K dated September 30, 2013 filed on October 1, 2013)
|
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
|
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
|
|
|
32.1
|
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
#
|
Management contract or compensatory plan or arrangement in which one or more executive officers or directors participates.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Zhone Technologies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
/s/ MORTEZA EJABAT
|
|
Morteza Ejabat
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Zhone Technologies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
/s/ KIRK MISAKA
|
|
Kirk Misaka
|
|
Chief Financial Officer
|
1.
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ MORTEZA EJABAT
|
|
/s/ KIRK MISAKA
|
Morteza Ejabat
|
|
Kirk Misaka
|
Chief Executive Officer
|
|
Chief Financial Officer
|