x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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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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68-0438710
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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1035 N. McDowell Blvd.
Petaluma, California
(Address of Principal Executive Offices) |
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94954
(Zip Code)
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Registrant’s telephone number, including area code (707) 766-3000
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.025 par value
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The New York Stock Exchange
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Securities registered pursuant to section 12(g) of the Act:
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(Title of class)
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(Title of class)
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Large Accelerated Filer
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o
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Accelerated Filer
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x
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Non-accelerated filer
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o
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(Do not check if a smaller reporting Company)
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Smaller Reporting Company
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o
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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our ability to predict our revenue and plan our expenses appropriately;
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•
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the capital spending patterns of communications service providers ("CSPs"), and any decrease or delay in capital spending by CSPs due to economic, regulatory or other reasons;
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•
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the impact of government-sponsored programs on our customers;
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•
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intense competition;
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•
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our ability to develop new products or enhancements that support technological advances and meet changing CSP requirements;
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•
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our ability to achieve market acceptance of our products and CSPs’ willingness to deploy our new products;
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•
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the concentration of our customer base;
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•
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the length and unpredictability of our sales cycles;
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•
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our focus on CSPs with limited revenue potential;
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•
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our lack of long-term, committed-volume purchase contracts with our customers;
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•
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our ability to increase our sales to larger North American as well as international CSPs;
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•
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our exposure to the credit risks of our customers;
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•
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fluctuations in our gross margin;
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•
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the interoperability of our products with CSP networks;
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•
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our dependence on sole and limited source suppliers;
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•
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our ability to manage our relationships with our contract manufacturers;
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•
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our ability to forecast our manufacturing requirements and manage our inventory;
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•
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our products’ compliance with industry standards;
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•
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our ability to expand our international operations;
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•
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our inability to recruit or retain appropriate resellers may reduce our sales and thus harm our business;
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the ability to address and resolve risks related to acquisitions;
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our ability to protect our intellectual property and the cost of doing so;
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the quality of our products, including any undetected hardware errors or bugs in our software;
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our ability to estimate future warranty obligations due to product failure rates;
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our ability to obtain necessary third-party technology licenses;
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any obligation to issue performance bonds to satisfy requirements under the U.S. Department of Agriculture’s Rural Utility Service ("RUS"), contracts;
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•
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the attraction and retention of qualified employees and key personnel;
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our ability to build and sustain the proper technology infrastructure; and
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•
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our ability to maintain proper and effective internal controls.
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•
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A Complex Patchwork of Networks and Technologies—In order to upgrade their access networks CSPs have typically added networks for new residential or business services that they deliver, such as digital subscriber line ("DSL"), data over cable service interface specification ("DOCSIS"), GPON or Gigabit Ethernet on top of existing networks. This led to an overbuild of access technologies and an unnecessarily complex patchwork of physical connections between the central office and the subscriber. In addition, CSPs have generally begun to expand the penetration of fiber into their access networks, thereby shortening the length of the subscriber connection through other lower bandwidth media types (such as copper-based or coaxial cable-based networks). CSPs have also attempted to evolve their access networks to enable more efficient packet-based services by adding Ethernet protocols on top of existing asynchronous transfer mode ("ATM"), and DSL protocols. In addition, CSPs have often deployed separate equipment to facilitate the delivery of Synchronous Optical Networking ("SONET"), Gigabit Ethernet and 10 Gigabit Ethernet transport, which connects CSP central offices with their access networks, further increasing the complexity and the cost of their networks. This approach has left most CSPs with disparate architectures, features, functions and capabilities in different parts of their networks. This increasingly complex, patchwork approach to deploying access networks and delivering new services to their subscribers has created potential complications for CSPs within their access networks. These potential complications limit data transmission capability, increase the cost of operation and maintenance and can negatively impact the subscriber experience.
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•
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Limited Capacity from Legacy Access Architectures—Legacy access network architectures were designed to address earlier generation communication demands of wireline telephone, cable television and cellular services. Such access networks have physical limitations in their ability to scale bandwidth, avoid latency issues and deliver advanced broadband services, which subscribers demand today and are expected to increasingly demand in the future. In addition, CSPs understand the need to add fiber to their networks to provide the bandwidth required to scale advanced broadband services. However, it is costly and complex to integrate fiber-based technologies into legacy access networks.
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Inflexible Technologies Increase Network Switching Costs—Legacy access networks were architected around a narrow set of technologies. For example, traditional voice calls use circuit switching technology to allocate a fixed amount of network capacity to each call, regardless of whether such capacity is fully utilized. The emergence of packet-based technologies, primarily IP and Ethernet, has significantly improved the ability to transmit data efficiently across networks as bandwidth is only consumed when signals are actually being transmitted. Most legacy access networks do not allow circuit- and packet-based technologies to co-exist or to evolve from one technology to another.
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•
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Inefficient Service Roll-out Constrains Subscriber Offerings—Legacy access networks were designed to support a narrow range of services and as a result, they limit the ability of CSPs to provision the advanced broadband services increasingly demanded by their subscribers. Packet-based networks are more flexible and efficient than traditional circuit-switched networks. For example, to provision additional business services in a legacy access network, a CSP would typically deploy additional physical connections and equipment, whereas packet-based infrastructure allows a CSP to change or add services virtually, without the presence of a
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•
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Highly Reliable Access Products are Difficult to Engineer and Manage—Given the critical nature of access networks and their typical deployment in remote and distant locations, access infrastructure products must be highly reliable. Unlike most other communications equipment which is deployed in environmentally controlled central offices or similar facilities, most access equipment is deployed in outdoor environments and must be specifically engineered to operate in variable and often extremely harsh conditions, as well as fit into smaller spaces, such as on a street corner, near office buildings or on the side of a house or cellular tower. Since the access portion of the network is broadly distributed, it is expensive as well as difficult to manage and maintain. CSPs require access network equipment that can perform reliably in these uncontrolled environments and be deployed in a variety of form factors, thereby adding significant engineering and product development challenges as compared to most other forms of communications infrastructure equipment. In addition, some portion of the access market is supported by government initiatives and products sold into this segment require additional government certifications and approvals in order to qualify for deployment.
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Expensive to Deploy and Operate—As a result of deploying multiple networks with discrete functions, legacy access networks require a wide variety of equipment to be installed, maintained and ultimately replaced, thereby placing a significant and recurring capital and operating expense burden on the CSP. Once installed, this equipment occupies valuable space inside a central office (increasingly referred to as a data center by CSPs), requires frequent labor-intensive maintenance and consumes meaningful amounts of power. Moreover, the lack of integration across protocols and fiber- and copper-based network architectures negatively impacts network performance. Inferior network performance diminishes the subscriber experience and increases network operating costs by increasing service calls, the number of required support staff and the frequency of equipment upgrades and replacements. As broadband network availability and quality are becoming more critical to subscribers, lack of network reliability can be materially disruptive, expensive and ultimately increase subscriber churn, thereby negatively impacting the CSP’s business.
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ITEM 1A.
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Risk Factors
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•
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our ability to predict our revenue and plan our expenses appropriately;
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•
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the capital spending patterns of CSPs and any decrease or delay in capital spending by CSPs due to macro-economic conditions, regulatory implementation or uncertainties, or other reasons;
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•
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the impact of government-sponsored programs on our customers;
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intense competition;
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•
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our ability to develop new products or enhancements that support technological advances and meet changing CSP requirements;
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our ability to achieve market acceptance of our products and CSPs’ willingness to deploy our new products;
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the concentration of our customer base;
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•
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the length and unpredictability of our sales cycles;
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•
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our focus on CSPs with limited revenue potential;
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•
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our lack of long-term, committed-volume purchase contracts with our customers;
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•
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our ability to increase our sales to larger North American as well as international CSPs;
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•
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our exposure to the credit risks of our customers;
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•
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fluctuations in our gross margin;
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•
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the interoperability of our products with CSP networks;
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•
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our dependence on sole and limited source suppliers;
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our ability to manage our relationships with our contract manufacturers;
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our ability to forecast our manufacturing requirements and manage our inventory;
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our products’ compliance with industry standards;
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our ability to expand our international operations;
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our ability to protect our intellectual property and the cost of doing so;
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the quality of our products, including any undetected hardware errors or bugs in our software;
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our ability to estimate future warranty obligations due to product failure rates;
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our ability to obtain necessary third-party technology licenses;
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any obligation to issue performance bonds to satisfy requirements under RUS contracts;
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the attraction and retention of qualified employees and key personnel; and
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our ability to maintain proper and effective internal controls.
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•
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the successful development of new products;
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our ability to anticipate CSP and market requirements and changes in technology and industry standards;
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our ability to differentiate our products from our competitors' offerings based on performance, cost-effectiveness or other factors;
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our ongoing ability to successfully integrate acquired product lines and customer bases into our business;
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our ability to gain customer acceptance of our products; and
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our ability to market and sell our products.
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changes in customer, geographic or product mix, including the mix of configurations within each product group;
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increased price competition, including the impact of customer discounts and rebates;
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our inability to reduce and control product costs;
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changes in component pricing, changes in contract manufacturer rates, or charges incurred due to inventory holding periods if parts ordering does not correctly anticipate product demand;
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introduction of new products;
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changes in shipment volume;
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changes in distribution channels;
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increased warranty costs;
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excess and obsolete inventory and inventory holding charges;
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expediting costs incurred to meet customer delivery requirements; and
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liquidated damages relating to customer contractual terms.
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differing regulatory requirements, including tax laws, trade laws, labor regulations, tariffs, export quotas, custom duties or other trade restrictions;
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liability or damage to our reputation resulting from corruption or unethical business practices in some countries;
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fluctuation in currency exchange rates;
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longer collection periods and difficulties in collecting accounts receivable;
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greater difficulty supporting and localizing our products;
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different or unique competitive pressures as a result of, among other things, the presence of local equipment suppliers;
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•
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challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, compensation and benefits and compliance programs;
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limited or unfavorable intellectual property protection;
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risk of change in international political or economic conditions, terrorist attacks or acts of war; and
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restrictions on the repatriation of earnings.
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manage a larger organization;
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expand our manufacturing and distribution capacity;
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increase our sales and marketing efforts;
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broaden our customer support capabilities;
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implement appropriate operational and financial systems; and
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maintain effective financial disclosure controls and procedures.
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cost associated with fixing software or hardware defects;
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high service and warranty expenses;
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high inventory obsolescence expense;
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delays in collecting accounts receivable;
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payment of liquidated damages for performance failures; and
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declining sales to existing customers.
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diversion of management time and potential business disruptions;
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expenses, distractions and potential claims resulting from acquisitions, whether or not they are completed;
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retaining and integrating employees from any businesses we may acquire, such as the 50 employees we acquired in connection with the Ericsson transaction;
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issuance of dilutive equity securities or incurrence of debt;
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integrating various accounting, management, information, human resource and other systems to permit effective management;
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incurring possible write-offs, impairment charges, contingent liabilities, amortization expense or write-offs of goodwill;
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difficulties integrating and supporting acquired products or technologies;
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unexpected capital expenditure requirements;
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insufficient revenues to offset increased expenses associated with the acquisition;
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opportunity costs associated with committing capital to such acquisitions; and
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acquisition-related litigation.
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•
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difficulty hiring and retaining appropriate engineering resources due to intense competition for such resources and resulting wage inflation;
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the knowledge transfer related to our technology and exposure to misappropriation of intellectual property or confidential information, including information that is proprietary to us, our customers and third parties;
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•
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heightened exposure to changes in the economic, security and political conditions of China;
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•
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fluctuation in currency exchange rates and tax risks associated with international operations; and
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•
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development efforts that do not meet our requirements because of language, cultural or other differences associated with international operations, resulting in errors or delays.
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•
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quarterly variations in our results of operations or those of our competitors;
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failures by us to meet any guidance regarding our anticipated results that we have previously provided;
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changes in earnings estimates or recommendations by securities analysts;
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announcements by us or our competitors of new products, significant contracts, commercial relationships, acquisitions or capital commitments;
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developments with respect to intellectual property rights;
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our ability to develop and market new and enhanced products on a timely basis;
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•
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our commencement of, or involvement in, litigation;
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•
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changes in governmental regulations or in the status of our regulatory approvals; and
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•
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a slowdown in the communications industry or the general economy.
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•
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a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;
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no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
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the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
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•
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the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
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•
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a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
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•
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the requirement that a special meeting of stockholders may be called only by the chairman of the board of directors, the chief executive officer or the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and
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•
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advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
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ITEM 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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High
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Low
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Fiscal Year 2012
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First Quarter
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$
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12.21
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$
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6.08
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Second Quarter
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9.48
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6.65
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Third Quarter
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8.26
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4.25
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Fourth Quarter
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7.80
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5.47
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High
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Low
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Fiscal Year 2011
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First Quarter
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$
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22.53
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$
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14.99
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Second Quarter
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22.97
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18.30
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Third Quarter
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22.47
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9.73
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Fourth Quarter
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10.63
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5.60
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Years Ended December 31,
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2012
(1)
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2011
(1)
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2010
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2009
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2008
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(In thousands, except per share data)
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Statements of Operations Data:
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Revenue
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$
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330,218
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$
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344,669
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$
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287,043
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|
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$
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232,947
|
|
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$
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250,463
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Cost of revenue:
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||||||||||
Products and services
(2)
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185,103
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195,698
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168,873
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150,863
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165,925
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|||||
Acquisition-related expenses
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—
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19,966
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|
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—
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|
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—
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|
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—
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|||||
Amortization of intangible assets
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7,539
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9,552
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5,440
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5,440
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5,440
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|||||
Total cost of revenue
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192,642
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|
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225,216
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174,313
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156,303
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171,365
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Gross profit
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137,576
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119,453
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112,730
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76,644
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79,098
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|||||
Operating expenses:
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|
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||||||||||
Research and development
(2)
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66,748
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67,725
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55,412
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46,132
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|
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44,348
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|
|||||
Sales and marketing
(2)
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62,129
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55,551
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42,121
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|
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33,486
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|
|
31,627
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|
|||||
General and administrative
(2)
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26,114
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27,002
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|
|
27,998
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|
|
15,613
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|
|
15,253
|
|
|||||
Acquisition-related expenses
(2)
|
|
1,401
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|
|
12,927
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|
|
3,942
|
|
|
—
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|
|
—
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|
|||||
Amortization of intangible assets
|
|
10,208
|
|
|
8,569
|
|
|
740
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|
|
740
|
|
|
740
|
|
|||||
Total operating expenses
|
|
166,600
|
|
|
171,774
|
|
|
130,213
|
|
|
95,971
|
|
|
91,968
|
|
|||||
Loss from operations
|
|
(29,024
|
)
|
|
(52,321
|
)
|
|
(17,483
|
)
|
|
(19,327
|
)
|
|
(12,870
|
)
|
|||||
Interest and other income (expense), net
(3)
|
|
856
|
|
|
(5
|
)
|
|
(989
|
)
|
|
(3,466
|
)
|
|
(130
|
)
|
|||||
Loss before provision for (benefit from) income taxes
|
|
(28,168
|
)
|
|
(52,326
|
)
|
|
(18,472
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)
|
|
(22,793
|
)
|
|
(13,000
|
)
|
|||||
Provision for (benefit from) income taxes
|
|
158
|
|
|
224
|
|
|
81
|
|
|
(352
|
)
|
|
(81
|
)
|
|||||
Net loss
|
|
(28,326
|
)
|
|
(52,550
|
)
|
|
(18,553
|
)
|
|
(22,441
|
)
|
|
(12,919
|
)
|
|||||
Preferred stock dividends
|
|
—
|
|
|
—
|
|
|
900
|
|
|
3,747
|
|
|
4,065
|
|
|||||
Net loss attributable to common stockholders
|
|
$
|
(28,326
|
)
|
|
$
|
(52,550
|
)
|
|
$
|
(19,453
|
)
|
|
$
|
(26,188
|
)
|
|
$
|
(16,984
|
)
|
Net loss per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
$
|
(0.59
|
)
|
|
$
|
(1.15
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(6.48
|
)
|
|
$
|
(4.27
|
)
|
Weighted-average number of shares used to compute net loss per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
48,180
|
|
|
45,546
|
|
|
29,778
|
|
|
4,040
|
|
|
3,975
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2012
(1)
|
|
2011
(1)
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities
|
|
$
|
46,995
|
|
|
$
|
38,938
|
|
|
$
|
98,324
|
|
|
$
|
68,049
|
|
|
$
|
23,214
|
|
Working capital
|
|
84,255
|
|
|
77,745
|
|
|
126,957
|
|
|
77,999
|
|
|
41,403
|
|
|||||
Total assets
|
|
377,897
|
|
|
358,103
|
|
|
257,556
|
|
|
241,116
|
|
|
189,455
|
|
|||||
Current and long-term loans payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|
21,000
|
|
|||||
Preferred stock warrant liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|
232
|
|
|||||
Convertible preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
479,628
|
|
|
426,403
|
|
|||||
Common stock and additional paid-in capital
|
|
761,454
|
|
|
741,504
|
|
|
606,907
|
|
|
52,841
|
|
|
43,597
|
|
|||||
Total stockholders’ equity (deficit)
|
|
269,075
|
|
|
277,417
|
|
|
195,303
|
|
|
(339,358
|
)
|
|
(322,397
|
)
|
•
|
Persuasive evidence of an arrangement exists. We generally rely upon sales agreements and customer purchase orders as evidence of an arrangement.
|
•
|
Delivery has occurred. We use the shipping terms of the arrangement or evidence of customer acceptance to verify delivery or performance.
|
•
|
Sales price is fixed or determinable. We assess whether the sales price is fixed or determinable based on the payment terms and whether the sales price is subject to refund or adjustment. Payment terms to customers can range from net 30 to net 120 days.
|
•
|
Collectability is reasonably assured. We assess collectability based primarily on creditworthiness of customers and their payment histories.
|
|
Years Ended December 31,
|
|
2012 vs 2011 Change
|
|
2011 vs 2010 Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Revenue
|
$
|
330,218
|
|
|
$
|
344,669
|
|
|
$
|
287,043
|
|
|
$
|
(14,451
|
)
|
|
(4
|
)%
|
|
$
|
57,626
|
|
|
20
|
%
|
•
|
Products and services revenue—Cost of products revenue includes the inventory costs of our products that have shipped, accrued warranty costs for our standard warranty program, outbound freight costs to deliver products to our customers, overhead from our manufacturing operations cost centers, including stock-based compensation, and other manufacturing related costs associated with manufacturing our products and managing our inventory. We outsource our manufacturing to third-party manufacturers. Inventory costs are estimated using standard costs, which reflect the cost of historical direct labor, direct overhead and materials used to build our inventory. Cost of services revenue includes direct installation material costs, direct costs from third-party installers, professional service costs, repair fees charged by our outsourced repair contractors to refurbish product returns under an extended warranty or per incident repair agreement, and other miscellaneous costs to support our services.
|
•
|
Acquisition-related expenses—Acquisition-related expenses are primarily related to inventory acquired from Occam that was revalued to its estimated fair value and was amortized to cost of revenue as the inventory was sold. We amortized $14.2 million related to the revaluation of inventory during 2011. Additionally, we incurred charges of $5.6 million during 2011 for excess and obsolete inventory resulting from the Occam acquisition.
|
•
|
Amortization of acquired intangible assets—In connection with the acquisitions of Occam in 2011 and OSI in 2006, we recorded amortizable intangible assets of $30.3 million and $28.9 million respectively, which included core developed technologies, purchase order backlog and the trade name. These amounts are amortized to cost of revenue over their estimated useful lives. The intangible assets resulting from our acquisition of OSI had been fully amortized during the first quarter of 2011. In addition, we acquired $16.3 million in-process technology from Occam. At the end of the first quarter of 2012, upon the completion of the research and development efforts associated with this in-process technology, we determined that this technology had a useful life of 5 years and therefore reclassified it as core developed technology and began amortizing this intangible asset to cost of revenue during the second quarter of 2012.
|
|
Years Ended December 31,
|
|
2012 vs 2011 Change
|
|
2011 vs 2010 Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Products and services
|
$
|
185,103
|
|
|
$
|
195,698
|
|
|
$
|
168,873
|
|
|
$
|
(10,595
|
)
|
|
(5
|
)%
|
|
$
|
26,825
|
|
|
16
|
%
|
Acquisition-related expenses
|
—
|
|
|
19,966
|
|
|
—
|
|
|
(19,966
|
)
|
|
(100
|
)%
|
|
19,966
|
|
|
100
|
%
|
|||||
Amortization of intangible assets
|
7,539
|
|
|
9,552
|
|
|
5,440
|
|
|
(2,013
|
)
|
|
(21
|
)%
|
|
4,112
|
|
|
76
|
%
|
|||||
Total cost of revenue
|
$
|
192,642
|
|
|
$
|
225,216
|
|
|
$
|
174,313
|
|
|
$
|
(32,574
|
)
|
|
(14
|
)%
|
|
$
|
50,903
|
|
|
29
|
%
|
Gross profit
|
$
|
137,576
|
|
|
$
|
119,453
|
|
|
$
|
112,730
|
|
|
$
|
18,123
|
|
|
15
|
%
|
|
$
|
6,723
|
|
|
6
|
%
|
Gross margin
|
42
|
%
|
|
35
|
%
|
|
39
|
%
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2012 vs 2011 Change
|
|
2011 vs 2010 Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Research and development
|
$
|
66,748
|
|
|
$
|
67,725
|
|
|
$
|
55,412
|
|
|
$
|
(977
|
)
|
|
(1
|
)%
|
|
$
|
12,313
|
|
|
22
|
%
|
Percent of total revenue
|
20
|
%
|
|
20
|
%
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2012 vs 2011 Change
|
|
2011 vs 2010 Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Sales and marketing
|
$
|
62,129
|
|
|
$
|
55,551
|
|
|
$
|
42,121
|
|
|
$
|
6,578
|
|
|
12
|
%
|
|
$
|
13,430
|
|
|
32
|
%
|
Percent of total revenue
|
19
|
%
|
|
16
|
%
|
|
15
|
%
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2012 vs 2011 Change
|
|
2011 vs 2010 Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
General and administrative
|
$
|
26,114
|
|
|
$
|
27,002
|
|
|
$
|
27,998
|
|
|
$
|
(888
|
)
|
|
(3
|
)%
|
|
$
|
(996
|
)
|
|
(4
|
)%
|
Percent of total revenue
|
8
|
%
|
|
8
|
%
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2012 vs 2011 Change
|
|
2011 vs 2010 Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Acquisition-related expenses
|
$
|
1,401
|
|
|
$
|
12,927
|
|
|
$
|
3,942
|
|
|
$
|
(11,526
|
)
|
|
(89
|
)%
|
|
$
|
8,985
|
|
|
228
|
%
|
Percent of total revenue
|
—
|
%
|
|
4
|
%
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2012 vs 2011 Change
|
|
2011 vs 2010 Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Amortization of intangible assets
|
$
|
10,208
|
|
|
$
|
8,569
|
|
|
$
|
740
|
|
|
$
|
1,639
|
|
|
19
|
%
|
|
$
|
7,829
|
|
|
1,058
|
%
|
Percent of total revenue
|
3
|
%
|
|
2
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2012 vs 2011 Change
|
|
2011 vs 2010 Change
|
||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
$
|
15
|
|
|
$
|
87
|
|
|
$
|
384
|
|
|
$
|
(72
|
)
|
|
(83
|
)%
|
|
$
|
(297
|
)
|
|
(77
|
)%
|
Interest expense
|
|
(185
|
)
|
|
(184
|
)
|
|
(1,188
|
)
|
|
(1
|
)
|
|
1
|
%
|
|
1,004
|
|
|
(85
|
)%
|
|||||
Gain on bargain purchase
|
|
1,029
|
|
|
—
|
|
|
—
|
|
|
1,029
|
|
|
100
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Change in fair value of preferred stock warrants
|
|
—
|
|
|
—
|
|
|
(173
|
)
|
|
—
|
|
|
—
|
%
|
|
173
|
|
|
(100
|
)%
|
|||||
Other income (expense), net
|
|
(3
|
)
|
|
92
|
|
|
(12
|
)
|
|
(95
|
)
|
|
(103
|
)%
|
|
104
|
|
|
(867
|
)%
|
|||||
Total interest and other income (expense), net
|
|
$
|
856
|
|
|
$
|
(5
|
)
|
|
$
|
(989
|
)
|
|
$
|
861
|
|
|
(17,220
|
)%
|
|
$
|
984
|
|
|
(99
|
)%
|
Percent of total revenue
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net cash provided by operating activities
|
|
$
|
27,678
|
|
|
$
|
14,589
|
|
|
$
|
9,176
|
|
Net cash used in investing activities
|
|
(22,179
|
)
|
|
(36,409
|
)
|
|
(2,288
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
2,513
|
|
|
(5,634
|
)
|
|
27,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
46,995
|
|
|
$
|
38,938
|
|
Restricted cash
|
—
|
|
|
754
|
|
||
Accounts receivable, net
|
59,519
|
|
|
46,508
|
|
||
Inventory
|
43,282
|
|
|
45,229
|
|
||
Deferred cost of revenue
|
21,077
|
|
|
7,698
|
|
||
Prepaids and other current assets
|
5,677
|
|
|
4,429
|
|
||
Total current assets
|
176,550
|
|
|
143,556
|
|
||
Property and equipment, net
|
21,083
|
|
|
16,130
|
|
||
Goodwill
|
116,175
|
|
|
116,175
|
|
||
Intangible assets, net
|
62,301
|
|
|
80,048
|
|
||
Other assets
|
1,788
|
|
|
2,194
|
|
||
Total assets
|
$
|
377,897
|
|
|
$
|
358,103
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
16,804
|
|
|
$
|
14,250
|
|
Accrued liabilities
|
36,176
|
|
|
36,214
|
|
||
Deferred revenue
|
39,315
|
|
|
15,347
|
|
||
Total current liabilities
|
92,295
|
|
|
65,811
|
|
||
Long-term portion of deferred revenue
|
15,782
|
|
|
13,347
|
|
||
Other long-term liabilities
|
745
|
|
|
1,528
|
|
||
Total liabilities
|
108,822
|
|
|
80,686
|
|
||
Commitments and contingencies (See Note 5)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.025 par value; 5,000,000 shares authorized; no shares issued and outstanding as of December 31, 2012 and December 31, 2011
|
—
|
|
|
—
|
|
||
Common stock, $0.025 par value; 100,000,000 shares authorized; 48,898,924 shares and 47,825,200 shares issued and outstanding as of December 31, 2012 and December 31, 2011, respectively
|
1,222
|
|
|
1,195
|
|
||
Additional paid-in capital
|
760,232
|
|
|
740,309
|
|
||
Accumulated other comprehensive income
|
132
|
|
|
98
|
|
||
Accumulated deficit
|
(492,511
|
)
|
|
(464,185
|
)
|
||
Total stockholders’ equity
|
269,075
|
|
|
277,417
|
|
||
Total liabilities and stockholders’ equity
|
$
|
377,897
|
|
|
$
|
358,103
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenue
|
$
|
330,218
|
|
|
$
|
344,669
|
|
|
$
|
287,043
|
|
Cost of revenue:
|
|
|
|
|
|
||||||
Products and services
(1)
|
185,103
|
|
|
195,698
|
|
|
168,873
|
|
|||
Acquisition-related expenses
|
—
|
|
|
19,966
|
|
|
—
|
|
|||
Amortization of intangible assets
|
7,539
|
|
|
9,552
|
|
|
5,440
|
|
|||
Total cost of revenue
|
192,642
|
|
|
225,216
|
|
|
174,313
|
|
|||
Gross profit
|
137,576
|
|
|
119,453
|
|
|
112,730
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
(1)
|
66,748
|
|
|
67,725
|
|
|
55,412
|
|
|||
Sales and marketing
(1)
|
62,129
|
|
|
55,551
|
|
|
42,121
|
|
|||
General and administrative
(1)
|
26,114
|
|
|
27,002
|
|
|
27,998
|
|
|||
Acquisition-related expenses
(1)
|
1,401
|
|
|
12,927
|
|
|
3,942
|
|
|||
Amortization of intangible assets
|
10,208
|
|
|
8,569
|
|
|
740
|
|
|||
Total operating expenses
|
166,600
|
|
|
171,774
|
|
|
130,213
|
|
|||
Loss from operations
|
(29,024
|
)
|
|
(52,321
|
)
|
|
(17,483
|
)
|
|||
Interest and other income (expense), net:
|
|
|
|
|
|
||||||
Interest income
|
15
|
|
|
87
|
|
|
384
|
|
|||
Interest expense
|
(185
|
)
|
|
(184
|
)
|
|
(1,188
|
)
|
|||
Gain on bargain purchase
|
1,029
|
|
|
—
|
|
|
—
|
|
|||
Change in fair value of preferred stock warrants
|
—
|
|
|
—
|
|
|
(173
|
)
|
|||
Other income (expense), net
|
(3
|
)
|
|
92
|
|
|
(12
|
)
|
|||
Loss before provision for income taxes
|
(28,168
|
)
|
|
(52,326
|
)
|
|
(18,472
|
)
|
|||
Provision for income taxes
|
158
|
|
|
224
|
|
|
81
|
|
|||
Net loss
|
(28,326
|
)
|
|
(52,550
|
)
|
|
(18,553
|
)
|
|||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
900
|
|
|||
Net loss attributable to common stockholders
|
$
|
(28,326
|
)
|
|
$
|
(52,550
|
)
|
|
$
|
(19,453
|
)
|
Net loss per common share:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(0.59
|
)
|
|
$
|
(1.15
|
)
|
|
$
|
(0.65
|
)
|
Weighted-average number of shares used to compute net loss per common share:
|
|
|
|
|
|
||||||
Basic and diluted
|
48,180
|
|
|
45,546
|
|
|
29,778
|
|
|||
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investments, net
|
$
|
—
|
|
|
$
|
(21
|
)
|
|
$
|
38
|
|
Foreign currency translation adjustments, net
|
34
|
|
|
88
|
|
|
10
|
|
|||
Total other comprehensive income, net of tax
|
34
|
|
|
67
|
|
|
48
|
|
|||
Comprehensive loss
|
$
|
(28,292
|
)
|
|
$
|
(52,483
|
)
|
|
$
|
(18,505
|
)
|
|
|
|
|
|
|
||||||
(1) Includes stock-based compensation as follows:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
1,433
|
|
|
$
|
1,503
|
|
|
$
|
1,745
|
|
Research and development
|
4,227
|
|
|
4,828
|
|
|
5,966
|
|
|||
Sales and marketing
|
5,160
|
|
|
4,500
|
|
|
4,555
|
|
|||
General and administrative
|
6,617
|
|
|
9,538
|
|
|
13,309
|
|
|||
Acquisition-related expenses
|
—
|
|
|
1,234
|
|
|
—
|
|
|||
|
$
|
17,437
|
|
|
$
|
21,603
|
|
|
$
|
25,575
|
|
|
Convertible
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
||||||||||||||||
|
Preferred Stock
|
|
|
Common Stock
|
|
Additional
|
|
Other
|
|
|
|
Total
|
||||||||||||||||||
|
|
|
|
|
|
Paid-in
|
|
Comprehensive
|
|
Accumulated
|
|
Stockholders’
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Income (loss)
|
|
Deficit
|
|
Equity
|
||||||||||||||
Balance at December 31, 2009
|
22,492
|
|
|
$
|
479,628
|
|
|
|
4,087
|
|
|
$
|
102
|
|
|
$
|
52,739
|
|
|
$
|
(17
|
)
|
|
$
|
(392,182
|
)
|
|
$
|
(339,358
|
)
|
Preferred stock dividend
|
54
|
|
|
900
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(900
|
)
|
|
(900
|
)
|
||||||
Preferred stock and preferred stock warrant conversion upon completion of the IPO
|
(22,546
|
)
|
|
(480,528
|
)
|
|
|
28,115
|
|
|
703
|
|
|
480,192
|
|
|
—
|
|
|
—
|
|
|
480,895
|
|
||||||
IPO proceeds, net of issuance costs and underwriters’ discount
|
—
|
|
|
—
|
|
|
|
5,116
|
|
|
128
|
|
|
57,184
|
|
|
—
|
|
|
—
|
|
|
57,312
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
25,575
|
|
|
—
|
|
|
—
|
|
|
25,575
|
|
||||||
Exercise of stock options and warrants
|
—
|
|
|
—
|
|
|
|
164
|
|
|
4
|
|
|
284
|
|
|
—
|
|
|
—
|
|
|
288
|
|
||||||
Issuance of vested restricted stock units, net of taxes withheld
|
—
|
|
|
—
|
|
|
|
1,230
|
|
|
31
|
|
|
(10,035
|
)
|
|
—
|
|
|
—
|
|
|
(10,004
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,553
|
)
|
|
(18,553
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||||
Balance at December 31, 2010
|
—
|
|
|
—
|
|
|
|
38,712
|
|
|
968
|
|
|
605,939
|
|
|
31
|
|
|
(411,635
|
)
|
|
195,303
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
21,603
|
|
|
—
|
|
|
—
|
|
|
21,603
|
|
||||||
Acquisition of Occam Networks
|
—
|
|
|
—
|
|
|
|
6,359
|
|
|
159
|
|
|
118,469
|
|
|
—
|
|
|
—
|
|
|
118,628
|
|
||||||
Exercise of stock options and warrants
|
—
|
|
|
—
|
|
|
|
207
|
|
|
5
|
|
|
799
|
|
|
—
|
|
|
—
|
|
|
804
|
|
||||||
Issuance of vested restricted stock units, net of taxes withheld
|
—
|
|
|
—
|
|
|
|
1,703
|
|
|
42
|
|
|
(10,418
|
)
|
|
—
|
|
|
—
|
|
|
(10,376
|
)
|
||||||
Restricted stock awards issued
|
—
|
|
|
—
|
|
|
|
423
|
|
|
11
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock issued under employee stock purchase plan
|
—
|
|
|
—
|
|
|
|
421
|
|
|
10
|
|
|
3,928
|
|
|
—
|
|
|
—
|
|
|
3,938
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,550
|
)
|
|
(52,550
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
67
|
|
||||||
Balance at December 31, 2011
|
—
|
|
|
—
|
|
|
|
47,825
|
|
|
1,195
|
|
|
740,309
|
|
|
98
|
|
|
(464,185
|
)
|
|
277,417
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
17,437
|
|
|
—
|
|
|
—
|
|
|
17,437
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
|
115
|
|
|
3
|
|
|
191
|
|
|
—
|
|
|
—
|
|
|
194
|
|
||||||
Issuance of vested restricted stock units, net of taxes withheld
|
—
|
|
|
—
|
|
|
|
400
|
|
|
10
|
|
|
(1,564
|
)
|
|
—
|
|
|
—
|
|
|
(1,554
|
)
|
||||||
Stock issued under employee stock purchase plan
|
—
|
|
|
—
|
|
|
|
619
|
|
|
16
|
|
|
4,047
|
|
|
—
|
|
|
—
|
|
|
4,063
|
|
||||||
Shares withheld for taxes for vested restricted stock awards
|
—
|
|
|
—
|
|
|
|
(35
|
)
|
|
(1
|
)
|
|
(189
|
)
|
|
|
|
|
|
(190
|
)
|
||||||||
Restricted stock awards forfeited
|
—
|
|
|
—
|
|
|
|
(25
|
)
|
|
(1
|
)
|
|
1
|
|
|
|
|
|
|
—
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,326
|
)
|
|
(28,326
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||||
Balance at December 31, 2012
|
—
|
|
|
$
|
—
|
|
|
|
48,899
|
|
|
$
|
1,222
|
|
|
$
|
760,232
|
|
|
$
|
132
|
|
|
$
|
(492,511
|
)
|
|
$
|
269,075
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(28,326
|
)
|
|
$
|
(52,550
|
)
|
|
$
|
(18,553
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of premiums relating to available-for-sale securities
|
—
|
|
|
244
|
|
|
967
|
|
|||
Depreciation and amortization
|
8,562
|
|
|
7,954
|
|
|
5,015
|
|
|||
Loss on retirement of property and equipment
|
262
|
|
|
2,449
|
|
|
77
|
|
|||
Amortization of intangible assets
|
17,747
|
|
|
18,121
|
|
|
6,180
|
|
|||
Revaluation of warrant liability
|
—
|
|
|
—
|
|
|
173
|
|
|||
Stock-based compensation
|
17,437
|
|
|
21,603
|
|
|
25,575
|
|
|||
Gain on bargain purchase
|
(1,029
|
)
|
|
—
|
|
|
—
|
|
|||
Net gains on investments
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
754
|
|
|
300
|
|
|
629
|
|
|||
Accounts receivable, net
|
(13,011
|
)
|
|
13,722
|
|
|
3,615
|
|
|||
Inventory
|
11,308
|
|
|
8,557
|
|
|
(6,001
|
)
|
|||
Deferred cost of revenue
|
(13,379
|
)
|
|
73
|
|
|
8,697
|
|
|||
Prepaids and other assets
|
47
|
|
|
(148
|
)
|
|
1,237
|
|
|||
Accounts payable
|
2,554
|
|
|
(7,818
|
)
|
|
(4,367
|
)
|
|||
Accrued liabilities
|
(869
|
)
|
|
(386
|
)
|
|
(2,642
|
)
|
|||
Deferred revenue
|
26,403
|
|
|
2,781
|
|
|
(11,430
|
)
|
|||
Other long-term liabilities
|
(782
|
)
|
|
(313
|
)
|
|
41
|
|
|||
Net cash provided by operating activities
|
27,678
|
|
|
14,589
|
|
|
9,176
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(10,179
|
)
|
|
(7,355
|
)
|
|
(5,614
|
)
|
|||
Purchase of marketable securities
|
—
|
|
|
—
|
|
|
(79,190
|
)
|
|||
Sales and maturities of marketable securities
|
—
|
|
|
31,755
|
|
|
82,516
|
|
|||
Acquisitions, net of cash acquired
|
(12,000
|
)
|
|
(60,809
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(22,179
|
)
|
|
(36,409
|
)
|
|
(2,288
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options and other
|
194
|
|
|
804
|
|
|
288
|
|
|||
Proceeds from employee stock purchase plan
|
4,063
|
|
|
3,938
|
|
|
—
|
|
|||
Taxes withheld upon vesting of restricted stock units and restricted stock awards
|
(1,744
|
)
|
|
(10,376
|
)
|
|
(10,004
|
)
|
|||
Principal payments on loans
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
|||
Proceeds from initial public offering of common stock, net of issuance costs
|
—
|
|
|
—
|
|
|
57,311
|
|
|||
Net cash provided by (used in) financing activities
|
2,513
|
|
|
(5,634
|
)
|
|
27,595
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
45
|
|
|
88
|
|
|
—
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
8,057
|
|
|
(27,366
|
)
|
|
34,483
|
|
|||
Cash and cash equivalents at beginning of period
|
38,938
|
|
|
66,304
|
|
|
31,821
|
|
|||
Cash and cash equivalents at end of period
|
$
|
46,995
|
|
|
$
|
38,938
|
|
|
$
|
66,304
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Interest paid
|
$
|
68
|
|
|
$
|
87
|
|
|
$
|
796
|
|
Income taxes paid
|
125
|
|
|
79
|
|
|
40
|
|
|||
Non-cash financing and investing activities
|
|
|
|
|
|
||||||
Value of common stock issued in acquisition
|
$
|
—
|
|
|
$
|
117,258
|
|
|
$
|
—
|
|
Fair value of equity awards assumed in connection with acquisition
|
—
|
|
|
1,370
|
|
|
—
|
|
|||
Issuance of Series I preferred stock dividends
|
—
|
|
|
—
|
|
|
900
|
|
1.
|
Description of Business and Significant Accounting Policies
|
•
|
Persuasive evidence of an arrangement exists. The Company generally relies upon sales agreements and customer purchase orders as evidence of an arrangement.
|
•
|
Delivery has occurred. The Company uses the shipping terms of the arrangement or evidence of customer acceptance to verify delivery or performance.
|
•
|
Sales price is fixed or determinable. The Company assesses whether the sales price is fixed or determinable based on the payment terms and whether the sales price is subject to refund or adjustment. Payment terms to customers can range from net
30
to net
120
days.
|
•
|
Collectability is reasonably assured. The Company assesses collectability based primarily on creditworthiness of customers and their payment histories.
|
|
|
Percentage of Accounts Receivable
|
|
Percentage of Revenue
|
||||||
|
|
At December 31,
|
|
Years Ended December 31,
|
||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2010
|
CenturyLink
|
|
13%
|
|
12%
|
|
21%
|
|
20%
|
|
29%
|
|
At November 2, 2012
|
||
Inventory
|
$
|
9,361
|
|
Other current asset
|
739
|
|
|
Property and equipment
|
3,616
|
|
|
Other current liabilities
|
(124
|
)
|
|
Deferred tax liability
|
(563
|
)
|
|
Net assets acquired
|
13,029
|
|
|
Gain on bargain purchase
|
(1,029
|
)
|
|
Total purchase price
|
$
|
12,000
|
|
|
At February 22, 2011
|
||
Cash and cash equivalents
|
$
|
33,631
|
|
Restricted cash
|
1,054
|
|
|
Accounts receivable
|
16,854
|
|
|
Inventory
|
29,229
|
|
|
Prepaid expenses and other assets
|
854
|
|
|
Property and equipment
|
7,363
|
|
|
Intangible assets:
|
|
||
Trade name (useful life of 6 months)
|
2,290
|
|
|
Customer relationships (useful life of 5 years)
|
51,040
|
|
|
Core developed technology (useful life of 5 years)
|
25,494
|
|
|
In-process technology
|
16,270
|
|
|
Purchase order backlog (useful life of 10 months)
|
2,560
|
|
|
Total intangible assets
|
97,654
|
|
|
Goodwill
|
50,599
|
|
|
Current liabilities
|
(22,414
|
)
|
|
Deferred revenue
|
(866
|
)
|
|
Long-term liabilities
|
(890
|
)
|
|
Total
|
$
|
213,068
|
|
(in thousands)
|
Year Ended December 31, 2010
|
||
Revenue
|
$
|
381,495
|
|
Net loss attributable to common stockholders
|
$
|
(47,614
|
)
|
1.
|
Pro forma revenue for the year ended December 31, 2010, reflects elimination of deferred revenue of
$13.0 million
and related deferred cost of revenue of
$6.2 million
, associated with Occam's products shipped but pending customer acceptance, as of December 31, 2009, as this would have been assigned little or no value, under the acquisition method of accounting.
|
2.
|
Pro forma net loss for the year ended December 31, 2010, includes amortization of intangible assets of
$18.1 million
that would have been acquired as if the business combination was completed on January 1, 2010.
|
|
2012
|
|
2011
|
||||
Balance at beginning of year
|
$
|
116,175
|
|
|
$
|
65,576
|
|
Goodwill acquired during year
|
—
|
|
|
50,599
|
|
||
Balance at end of year
|
$
|
116,175
|
|
|
$
|
116,175
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Core developed technology
|
$
|
68,964
|
|
|
$
|
(38,986
|
)
|
|
$
|
29,978
|
|
|
$
|
52,694
|
|
|
$
|
(31,447
|
)
|
|
$
|
21,247
|
|
Customer relationships
|
54,740
|
|
|
(22,417
|
)
|
|
32,323
|
|
|
54,740
|
|
|
(12,209
|
)
|
|
42,531
|
|
||||||
Purchase order backlog
|
—
|
|
|
—
|
|
|
—
|
|
|
4,260
|
|
|
(4,260
|
)
|
|
—
|
|
||||||
Trade name
|
—
|
|
|
—
|
|
|
—
|
|
|
2,290
|
|
|
(2,290
|
)
|
|
—
|
|
||||||
Total amortizable intangible assets
|
123,704
|
|
|
(61,403
|
)
|
|
62,301
|
|
|
113,984
|
|
|
(50,206
|
)
|
|
63,778
|
|
||||||
In-process technology
|
—
|
|
|
—
|
|
|
—
|
|
|
16,270
|
|
|
—
|
|
|
16,270
|
|
||||||
Total intangible assets, excluding goodwill
|
$
|
123,704
|
|
|
$
|
(61,403
|
)
|
|
$
|
62,301
|
|
|
$
|
130,254
|
|
|
$
|
(50,206
|
)
|
|
$
|
80,048
|
|
Period
|
Expected Amortization Expense
|
||
2013
|
$
|
18,561
|
|
2014
|
18,561
|
|
|
2015
|
18,561
|
|
|
2016
|
5,805
|
|
|
2017
|
813
|
|
|
Total
|
$
|
62,301
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Cash
|
$
|
27,157
|
|
|
$
|
19,109
|
|
Money market funds
|
19,838
|
|
|
19,829
|
|
||
Total cash and cash equivalents
|
$
|
46,995
|
|
|
$
|
38,938
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Raw materials
|
$
|
9,377
|
|
|
$
|
3,077
|
|
Finished goods
|
33,905
|
|
|
42,152
|
|
||
Total inventory
|
$
|
43,282
|
|
|
$
|
45,229
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Accounts receivable
|
$
|
61,680
|
|
|
$
|
47,745
|
|
Allowance for doubtful accounts
|
(421
|
)
|
|
(402
|
)
|
||
Product return reserve
|
(1,740
|
)
|
|
(835
|
)
|
||
Accounts receivable, net
|
$
|
59,519
|
|
|
$
|
46,508
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Computer equipment and purchased software
|
$
|
31,582
|
|
|
$
|
28,477
|
|
Test equipment
|
37,595
|
|
|
29,849
|
|
||
Furniture and fixtures
|
1,470
|
|
|
1,480
|
|
||
Leasehold improvements
|
6,763
|
|
|
6,342
|
|
||
Total
|
77,410
|
|
|
66,148
|
|
||
Accumulated depreciation and amortization
|
(56,327
|
)
|
|
(50,018
|
)
|
||
Property and equipment, net
|
$
|
21,083
|
|
|
$
|
16,130
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Accrued warranty
|
|
$
|
11,762
|
|
|
$
|
12,104
|
|
Accrued compensation and related benefits
|
|
12,906
|
|
|
12,406
|
|
||
Accrued professional and consulting fees
|
|
1,740
|
|
|
1,741
|
|
||
Accrued excess and obsolete inventory at contract manufacturers
|
|
1,357
|
|
|
3,784
|
|
||
Accrued customer rebates
|
|
1,565
|
|
|
1,549
|
|
||
Accrued business travel expenses
|
|
593
|
|
|
383
|
|
||
Sales and use tax payable
|
|
929
|
|
|
861
|
|
||
Income taxes payable
|
|
627
|
|
|
173
|
|
||
Accrued other
|
|
4,697
|
|
|
3,213
|
|
||
Total accrued liabilities
|
|
$
|
36,176
|
|
|
$
|
36,214
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Deferred Revenue:
|
|
|
|
||||
Product and services - current
|
$
|
36,715
|
|
|
$
|
13,079
|
|
Extended Warranty - current
|
2,600
|
|
|
2,268
|
|
||
Extended warranty - non-current
|
15,711
|
|
|
13,282
|
|
||
Product and services - non-current
|
71
|
|
|
65
|
|
||
Total deferred revenue
|
$
|
55,097
|
|
|
$
|
28,694
|
|
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gain (Loss) on Investments
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance at 12/31/2009
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
(17
|
)
|
Current period other comprehensive income
|
10
|
|
|
38
|
|
|
48
|
|
|||
Balance at 12/31/2010
|
10
|
|
|
21
|
|
|
31
|
|
|||
Current period other comprehensive income (loss)
|
88
|
|
|
(21
|
)
|
|
67
|
|
|||
Balance at 12/31/2011
|
98
|
|
|
—
|
|
|
98
|
|
|||
Current period other comprehensive income
|
34
|
|
|
—
|
|
|
34
|
|
|||
Balance at 12/31/2012
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
132
|
|
Period
|
|
Minimum Future Lease Payments
|
||
2013
|
|
$
|
4,255
|
|
2014
|
|
2,405
|
|
|
2015
|
|
1,509
|
|
|
2016
|
|
989
|
|
|
2017
|
|
880
|
|
|
Thereafter
|
|
560
|
|
|
Total
|
|
$
|
10,598
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of period
|
|
$
|
12,104
|
|
|
$
|
3,789
|
|
|
$
|
4,213
|
|
Accrued warranty from the Occam acquisition
|
|
—
|
|
|
8,500
|
|
|
—
|
|
|||
Warranty charged to cost of revenue
|
|
4,701
|
|
|
5,883
|
|
|
5,258
|
|
|||
Utilization of warranty
|
|
(5,043
|
)
|
|
(6,068
|
)
|
|
(5,682
|
)
|
|||
Balance at end of period
|
|
$
|
11,762
|
|
|
$
|
12,104
|
|
|
$
|
3,789
|
|
As of December 31, 2012
|
Level 1
|
|
Total
|
||||
Money market funds
|
$
|
19,838
|
|
|
$
|
19,838
|
|
Total
|
$
|
19,838
|
|
|
$
|
19,838
|
|
As of December 31, 2011
|
Level 1
|
|
Total
|
||||
Money market funds
|
$
|
19,829
|
|
|
$
|
19,829
|
|
Total
|
$
|
19,829
|
|
|
$
|
19,829
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss attributable to common stockholders
|
$
|
(28,326
|
)
|
|
$
|
(52,550
|
)
|
|
$
|
(19,453
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
48,180
|
|
|
45,546
|
|
|
29,778
|
|
|||
Basic and diluted net loss per common share
|
$
|
(0.59
|
)
|
|
$
|
(1.15
|
)
|
|
$
|
(0.65
|
)
|
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
|||
Restricted stock units and performance restricted stock units
|
1,945
|
|
|
1,775
|
|
|
3,426
|
|
Stock options
|
2,213
|
|
|
1,661
|
|
|
735
|
|
Employee stock purchase plan
|
369
|
|
|
326
|
|
|
177
|
|
Common stock warrants
|
23
|
|
|
23
|
|
|
65
|
|
Total common stock equivalents
|
4,550
|
|
|
3,785
|
|
|
4,403
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||
|
|
|
|
|
|
Weighted-Average
|
|
Weighted-
|
|
|
|
Weighted-
|
||||||||||
|
|
|
|
Number
|
|
Remaining
|
|
Average
|
|
Number
|
|
Average
|
||||||||||
|
|
|
|
of Shares
|
|
Contractual Life
|
|
Exercise Price
|
|
of Shares
|
|
Exercise Price
|
||||||||||
Range of Exercise Prices
|
|
Outstanding
|
|
(in years)
|
|
Per Share
|
|
Exercisable
|
|
Per Share
|
||||||||||||
$
|
0.49
|
|
—
|
$
|
6.80
|
|
|
589
|
|
|
7.1
|
|
$
|
5.52
|
|
|
263
|
|
|
$
|
4.31
|
|
6.95
|
|
—
|
10.71
|
|
|
601
|
|
|
8.8
|
|
9.72
|
|
|
164
|
|
|
9.37
|
|
||||
10.85
|
|
—
|
18.86
|
|
|
492
|
|
|
8.0
|
|
15.74
|
|
|
247
|
|
|
15.53
|
|
||||
19.40
|
|
—
|
31.19
|
|
|
447
|
|
|
8.1
|
|
21.60
|
|
|
218
|
|
|
21.78
|
|
||||
33.57
|
|
—
|
4,401.93
|
|
|
84
|
|
|
3.3
|
|
40.56
|
|
|
84
|
|
|
40.56
|
|
||||
$
|
0.49
|
|
—
|
$
|
4,401.93
|
|
|
2,213
|
|
|
7.8
|
|
$
|
13.51
|
|
|
976
|
|
|
$
|
15.01
|
|
|
RSUs
|
|
PRSUs
|
|
RSAs
|
|||||||||||||||
|
|
|
Weighted-Average
|
|
|
|
Weighted-Average
|
|
|
|
Weighted-Average
|
|||||||||
|
|
|
Grant Date
|
|
|
|
Grant Date
|
|
|
|
Grant Date
|
|||||||||
|
Number of
|
|
Fair Value
|
|
Number of
|
|
Fair Value
|
|
Number of
|
|
Fair Value
|
|||||||||
|
Shares
|
|
Per Share
|
|
Shares
|
|
Per Share
|
|
Shares
|
|
Per Share
|
|||||||||
Outstanding at December 31, 2011
|
1,775
|
|
|
$
|
14.27
|
|
|
—
|
|
|
$
|
—
|
|
|
423
|
|
|
$
|
21.67
|
|
Granted
|
683
|
|
|
6.55
|
|
|
190
|
|
|
14.81
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
(642
|
)
|
|
13.11
|
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|
21.67
|
|
|||
Canceled
|
(54
|
)
|
|
15.20
|
|
|
(7
|
)
|
|
15.61
|
|
|
(25
|
)
|
|
21.67
|
|
|||
Outstanding at December 31, 2012
|
1,762
|
|
|
$
|
11.67
|
|
|
183
|
|
|
$
|
14.78
|
|
|
299
|
|
|
$
|
21.67
|
|
|
Years Ended December 31,
|
|||||||
Stock Options
|
2012
|
|
2011
|
|
2010
|
|||
Expected volatility
|
56
|
%
|
|
52
|
%
|
|
53
|
%
|
Expected life (years)
|
6.25
|
|
|
6.25
|
|
|
6.25
|
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
Risk-free interest rate
|
1.06
|
%
|
|
2.11
|
%
|
|
2.03
|
%
|
|
Years Ended December 31,
|
|||||||
ESPP
|
2012
|
|
2011
|
|
2010
|
|||
Expected volatility
|
63
|
%
|
|
52
|
%
|
|
55
|
%
|
Expected life (years)
|
0.50
|
|
|
0.50
|
|
|
0.50
|
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
Risk-free interest rate
|
0.13
|
%
|
|
0.66
|
%
|
|
1.20
|
%
|
|
|
As of December 31, 2012
|
||||||||||||||||||
|
|
Stock Option
|
|
RSU
|
|
PRSU
|
|
RSA
|
|
ESPP
|
||||||||||
Unrecognized stock-based compensation expense
|
|
$
|
7,651
|
|
|
$
|
15,260
|
|
|
$
|
1,503
|
|
|
$
|
5,265
|
|
|
$
|
740
|
|
Weighted-average amortization period (in years)
|
|
2.6
|
|
|
2.2
|
|
|
1.4
|
|
|
2.6
|
|
|
0.4
|
|
Expiration Date
|
|
Exercise Price
Per Share
|
|
Number of Warrants Outstanding
|
||
August 16, 2014
|
|
$
|
7.89
|
|
|
8
|
September 4, 2017
|
|
$
|
16.56
|
|
|
15
|
|
|
|
|
23
|
|
As of December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Stock options outstanding
|
2,213
|
|
|
1,661
|
|
|
735
|
|
Restricted stock units outstanding
|
1,762
|
|
|
1,775
|
|
|
3,426
|
|
Performance restricted stock units outstanding
|
183
|
|
|
—
|
|
|
—
|
|
Shares available for future grant under 2010 Plan
|
3,959
|
|
|
4,508
|
|
|
5,061
|
|
Shares available for future issuance under ESPP
|
3,260
|
|
|
579
|
|
|
1,000
|
|
Common stock warrants
|
23
|
|
|
23
|
|
|
65
|
|
Total
|
11,400
|
|
|
8,546
|
|
|
10,287
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Federal current income tax
|
$
|
152
|
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
State current income tax
|
73
|
|
|
114
|
|
|
46
|
|
|||
Foreign current income tax
|
440
|
|
|
228
|
|
|
43
|
|
|||
Federal deferred income tax (benefit)
|
(474
|
)
|
|
—
|
|
|
—
|
|
|||
State deferred income tax (benefit)
|
(89
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign deferred income tax (benefit)
|
56
|
|
|
(118
|
)
|
|
—
|
|
|||
Provision for income taxes
|
$
|
158
|
|
|
$
|
224
|
|
|
$
|
81
|
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Federal statutory rate
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
State statutory rate
|
5.2
|
%
|
|
5.2
|
%
|
|
6.5
|
%
|
Foreign operations
|
0.1
|
%
|
|
0.2
|
%
|
|
—
|
%
|
R&D tax credits
|
2.5
|
%
|
|
2.1
|
%
|
|
4.7
|
%
|
Release of valuation allowance related to EFAA acquisition
|
2.0
|
%
|
|
—
|
%
|
|
—
|
%
|
Acquisition-related costs
|
1.2
|
%
|
|
(1.5
|
)%
|
|
(7.2
|
)%
|
Tax attribute true-up from tax studies
|
—
|
%
|
|
—
|
%
|
|
(28.7
|
)%
|
Other permanent items
|
0.1
|
%
|
|
(1.6
|
)%
|
|
(1.4
|
)%
|
Valuation allowance
|
(45.7
|
)%
|
|
(38.8
|
)%
|
|
(8.3
|
)%
|
Effective tax rate
|
(0.6
|
)%
|
|
(0.4
|
)%
|
|
(0.4
|
)%
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
180,005
|
|
|
$
|
182,674
|
|
Tax credit carryforwards
|
20,154
|
|
|
19,076
|
|
||
Depreciation and amortization
|
2,858
|
|
|
3,619
|
|
||
Accruals and reserves
|
11,353
|
|
|
14,057
|
|
||
Deferred revenue
|
13,367
|
|
|
8,804
|
|
||
Stock-based compensation
|
3,592
|
|
|
4,734
|
|
||
Other
|
294
|
|
|
118
|
|
||
Gross deferred tax assets
|
231,623
|
|
|
233,082
|
|
||
Valuation allowance
|
(207,441
|
)
|
|
(202,004
|
)
|
||
Net deferred tax assets
|
24,182
|
|
|
31,078
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(24,120
|
)
|
|
(30,960
|
)
|
||
Net deferred tax assets reflected in balance sheet
|
$
|
62
|
|
|
$
|
118
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
Balance as of January 1
|
$
|
12,543
|
|
|
$
|
7,801
|
|
Additions for tax positions related to prior year
|
228
|
|
|
—
|
|
||
Reductions for tax positions related to prior year
|
(37
|
)
|
|
(86
|
)
|
||
Additions for tax positions related to current year
|
504
|
|
|
663
|
|
||
Additions for tax positions related to acquisition
|
—
|
|
|
4,165
|
|
||
Balance as of December 31
|
$
|
13,238
|
|
|
$
|
12,543
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
|
$
|
306,003
|
|
|
$
|
323,070
|
|
|
$
|
244,538
|
|
Canada
|
|
10,894
|
|
|
6,691
|
|
|
1,650
|
|
|||
Caribbean
|
|
9,343
|
|
|
12,837
|
|
|
40,812
|
|
|||
Other
|
|
3,978
|
|
|
2,071
|
|
|
43
|
|
|||
Total
|
|
$
|
330,218
|
|
|
$
|
344,669
|
|
|
$
|
287,043
|
|
|
|
Fiscal Year 2012 Quarter Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 29
|
|
December 31
|
||||||||
Revenue
|
|
$
|
78,565
|
|
|
$
|
78,928
|
|
|
$
|
81,301
|
|
|
$
|
91,424
|
|
Gross profit
|
|
33,819
|
|
|
33,221
|
|
|
33,506
|
|
|
37,030
|
|
||||
Operating loss
|
|
(7,369
|
)
|
|
(6,830
|
)
|
|
(7,077
|
)
|
|
(7,748
|
)
|
||||
Net loss
|
|
(7,521
|
)
|
|
(7,091
|
)
|
|
(7,140
|
)
|
|
(6,574
|
)
|
||||
Net loss attributable to common stockholders
|
|
(7,521
|
)
|
|
(7,091
|
)
|
|
(7,140
|
)
|
|
(6,574
|
)
|
||||
Basic and diluted net loss per common share
|
|
$
|
(0.16
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fiscal Year 2011 Quarter Ended
|
||||||||||||||
|
|
March 26
|
|
June 25
|
|
September 24
|
|
December 31
|
||||||||
Revenue
|
|
$
|
71,470
|
|
|
$
|
97,959
|
|
|
$
|
83,655
|
|
|
$
|
91,585
|
|
Gross profit
|
|
20,389
|
|
|
30,163
|
|
|
31,847
|
|
|
37,054
|
|
||||
Operating loss
|
|
(22,734
|
)
|
|
(17,537
|
)
|
|
(6,894
|
)
|
|
(5,156
|
)
|
||||
Net loss
|
|
(22,756
|
)
|
|
(17,646
|
)
|
|
(6,934
|
)
|
|
(5,214
|
)
|
||||
Net loss attributable to common stockholders
|
|
(22,756
|
)
|
|
(17,646
|
)
|
|
(6,934
|
)
|
|
(5,214
|
)
|
||||
Basic and diluted net loss per common share
|
|
$
|
(0.55
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
2.1
|
|
Agreement and Plan of Merger and Reorganization, dated as of September 16, 2010, by and among Calix, Inc., Ocean Sub I, Inc., Ocean Sub II, LLC, Occam Networks, Inc. (filed as Exhibit 2.1 to Calix’s Registration Statement on Form S-4 originally filed with the Securities and Exchange Commission on November 2, 2010 (File No. 333-170282), as amended by Amendment No. 1 filed December 14, 2010, as amended by Post-Effective Amendment No. 1, filed December 14, 2010 and as amended by Post-Effective Amendment No. 2, filed February 7, 2011 and incorporated by reference herein).
|
2.2
|
|
Support Agreement, dated September 16, 2010, by and among Calix, Inc., Ocean Sub I, Inc., Ocean Sub II, LLC and certain stockholders of Occam Networks, Inc. (filed as Exhibit 2.2 to Calix’s Registration Statement on Form S-4 originally filed with the Securities and Exchange Commission on November 2, 2010 (File No. 333-170282), as amended by Amendment No. 1 filed December 14, 2010, as amended by Post-Effective Amendment No. 1, filed December 14, 2010 and as amended by Post-Effective Amendment No. 2, filed February 7, 2011 and incorporated by reference herein).
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Calix, Inc. (filed as Exhibit 3.3 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference herein).
|
3.2
|
|
Amended and Restated Bylaws of Calix, Inc. (filed as Exhibit 3.5 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference herein).
|
4.1
|
|
Form of Calix, Inc.’s Common Stock Certificate (filed as Exhibit 4.1 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference herein).
|
4.2
|
|
Amended and Restated Investors’ Rights Agreement, by and between Calix, Inc. and the investors listed on Exhibit A thereto, dated May 29, 2009 (filed as Exhibit 4.2 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
4.3
|
|
Warrant to Purchase Stock, between Optical Solutions, Inc. and Silicon Valley Bank, dated August 16, 2004 (filed as Exhibit 4.22 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
4.4
|
|
Assignment, between Silicon Valley Bank and Silicon Valley Bancshares, dated August 19, 2004 (filed as Exhibit 4.23 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
4.5
|
|
Warrant to Purchase Stock, between Calix, Inc. and Greater Bay Venture Banking, a division of Greater Bay Bank N.A., dated September 4, 2007 (filed as Exhibit 4.27 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.1*
|
|
Calix Networks, Inc. Amended and Restated 2000 Stock Plan and related documents (filed as Exhibit 10.1 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.2*
|
|
Calix Networks, Inc. Amended and Restated 2002 Stock Plan and related documents (filed as Exhibit 10.2 to Amendment No. 6 to Calix’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010 (File No. 333-163252) and incorporated by reference herein).
|
10.3*
|
|
Optical Solutions, Inc. Amended and Restated 1997 Long-Term Incentive and Stock Option Plan and related documents (filed as Exhibit 10.3 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.4*
|
|
Calix, Inc. 2010 Equity Incentive Award Plan and related documents (filed as Exhibit 10.2 to Amendment No. 6 to Calix’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010 (File No. 333-163252) and incorporated by reference herein).
|
10.5
|
|
Form of Indemnification Agreement made by and between Calix, Inc. and each of its directors, executive officers and some employees (filed as Exhibit 10.5 to Amendment No. 6 to Calix’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010 (File No. 333-163252) and incorporated by reference herein).
|
10.6
|
|
Lease, between RNM Lakeville, LLC and Calix, Inc., dated February 13, 2009 (filed as Exhibit 10.6 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.7
|
|
Amended and Restated Loan and Security Agreement, by and between Calix, Inc. and Silicon Valley Bank, dated August 21, 2009 (filed as Exhibit 10.7 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.8*
|
|
Offer Letter, between Calix, Inc. and Carl Russo, dated November 1, 2006 (filed as Exhibit 10.8 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.9*
|
|
Offer Letter, between Calix, Inc. and Kelyn Brannon-Ahn, dated April 2, 2008 (filed as Exhibit 10.9 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.10*
|
|
Offer Letter, between Calix, Inc. and Tony Banta, dated August 25, 2005 (filed as Exhibit 10.10 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.11*
|
|
Offer Letter, between Calix, Inc. and John Colvin, dated March 3, 2004 (filed as Exhibit 10.11 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.12*
|
|
Offer Letter, between Calix, Inc. and Kevin Pope, dated December 21, 2008 (filed as Exhibit 10.12 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.13*
|
|
Offer Letter, between Calix, Inc. and Roger Weingarth, dated February 17, 2003, as amended April 13, 2004 (filed as Exhibit 10.13 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.14*
|
|
Offer Letter, between Calix, Inc. and Michael Ashby, dated March 7, 2011 (filed as Exhibit 10.2 to Calix’s Form 8-K filed with the SEC on March 7, 2011 (File No. 001-34674) and incorporated by reference herein).
|
10.15*
|
|
Separation Agreement and General Release of All Claims, between Calix, Inc. and Kelyn Brannon, dated March 7, 2011 (filed as Exhibit 10.1 to Calix’s Form 8-K filed with the SEC on March 7, 2011 (File No. 001-34674) and incorporated by reference herein).
|
10.16
|
|
Amendment No. 1 to Amended and Restated Loan and Security Agreement, between Silicon Valley Bank and Calix, Inc., dated March 8, 2010 (filed as Exhibit 10.17 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference herein).
|
10.17*
|
|
Employment Agreement, between Calix, Inc. and Andrew Lockhart, dated February 2, 2011 (filed as Exhibit 10.20 to Calix's Form 10-Q filed with the SEC on May 3, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.18*
|
|
Calix, Inc. Amended And Restated Employee Stock Purchase Plan (Effective as of May 23, 2012) (filed as Exhibit 10.1 to Calix’s Form 10-Q filed with the SEC on August 7, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.19*
|
|
Calix, Inc. Non-Employee Director Equity Compensation Policy, as amended October 18, 2011 and July 25, 2012 (filed as Exhibit 10.2 to Calix’s Form 10-Q filed with the SEC on August 7, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.20
†
|
|
Asset Purchase Agreement between Ericsson Inc. and Calix, Inc., dated August 20, 2012 (filed as Exhibit 10.1 to Calix’s Form 10-Q/A filed with the SEC on December 18, 2012 (File No. 001-34674) and incorporated by reference herein).
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
10.21*
|
|
Calix, Inc. Non-Employee Director Cash Compensation Policy, effective January 1, 2012 (filed as Exhibit 10.2 to Calix’s Form 10-Q filed with the SEC on November 2, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.22*
|
|
Calix, Inc. Non-Employee Director Restricted Stock Unit Deferred Compensation Plan, effective January 1, 2013.
|
10.23*
|
|
Calix, Inc. Management Bonus Program Under the 2010 Equity Incentive Award Plan (filed as Exhibit 10.1 to Calix's Form 8-K filed with the SEC on February 28, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.24*
|
|
Calix, Inc. Long Term Incentive Program Under the 2010 Equity Incentive Award Plan (filed as Exhibit 10.2 to Calix's Form 8-K filed with the SEC on February 28, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.25
|
|
First Amendment to Lease, by and between 1031, 1035, 1039 North McDowell, LLC and Calix, Inc., effective January 28, 2013.
|
10.26*
|
|
Transition and Separation Agreement, by and between Roger Weingarth and Calix, Inc., dated February 6, 2013.
|
21.1
|
|
Subsidiaries of the Registrant.
|
23.1
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm.
|
24.1
|
|
Power of Attorney (included on signature page to this Annual Report on Form 10-K).
|
31.1
|
|
Certification of Chief Executive Officer of Calix, Inc. Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
31.2
|
|
Certification of Chief Financial Officer of Calix, Inc. Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer of Calix, Inc. Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS **
|
|
XBRL Instance Document.
|
101.SCH **
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL **
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF **
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB **
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE **
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
|
Indicates management compensatory plan, contract or arrangement.
|
†
|
|
Confidential treatment has been granted as to certain portions of this agreement.
|
**
|
|
In accordance with Rule 406T of Regulation S-T, the XBRL information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
|
|
CALIX, INC.
(Registrant)
|
||
|
|
|
||
Dated:
|
February 21, 2013
|
By:
|
|
/s/ Carl Russo
|
|
|
|
|
Carl Russo
|
|
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
||
Dated:
|
February 21, 2013
|
By:
|
|
/s/ Michael Ashby
|
|
|
|
|
Michael Ashby
|
|
|
|
|
Chief Financial Officer
(Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Carl Russo
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 21, 2013
|
Carl Russo
|
|
|
|
|
|
|
|
||
/s/ Michael Ashby
|
|
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
February 21, 2013
|
Michael Ashby
|
|
|
|
|
|
|
|
||
/s/ Don Listwin
|
|
Chairman of the Board of Directors
|
|
February 21, 2013
|
Don Listwin
|
|
|
|
|
|
|
|
||
/s/ Michael Everett
|
|
Director
|
|
February 21, 2013
|
Michael Everett
|
|
|
|
|
|
|
|
||
/s/ Michael Flynn
|
|
Director
|
|
February 21, 2013
|
Michael Flynn
|
|
|
|
|
|
|
|
|
|
/s/ Adam Grosser
|
|
Director
|
|
February 21, 2013
|
Adam Grosser
|
|
|
|
|
|
|
|
|
|
/s/ Michael Matthews
|
|
Director
|
|
February 21, 2013
|
Michael Matthews
|
|
|
|
|
|
|
|
||
/s/ Thomas Pardun
|
|
Director
|
|
February 21, 2013
|
Thomas Pardun
|
|
|
|
|
|
|
|
|
|
/s/ Kevin DeNuccio
|
|
Director
|
|
February 21, 2013
|
Kevin DeNuccio
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
||||||||
|
|
|
|
Charged to
|
|
|
|
|
||||||||
|
|
Balance
|
|
Costs or
|
|
Deductions
|
|
|
||||||||
|
|
At Beginning
|
|
Expenses or
|
|
and Write
|
|
Balance At
|
||||||||
|
|
of Year
|
|
Revenue
|
|
Offs
|
|
End of Year
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
402
|
|
|
$
|
112
|
|
|
$
|
(93
|
)
|
|
$
|
421
|
|
Product return reserve
|
|
835
|
|
|
5,474
|
|
|
(4,569
|
)
|
|
1,740
|
|
||||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
617
|
|
|
$
|
130
|
|
|
$
|
(345
|
)
|
|
$
|
402
|
|
Product return reserve
|
|
551
|
|
|
4,996
|
|
|
(4,712
|
)
|
|
835
|
|
||||
Year ended December 31, 2010
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
1,008
|
|
|
$
|
233
|
|
|
$
|
(624
|
)
|
|
$
|
617
|
|
Product return reserve
|
|
1,199
|
|
|
2,845
|
|
|
(3,493
|
)
|
|
551
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
2.1
|
|
Agreement and Plan of Merger and Reorganization, dated as of September 16, 2010, by and among Calix, Inc., Ocean Sub I, Inc., Ocean Sub II, LLC, Occam Networks, Inc. (filed as Exhibit 2.1 to Calix’s Registration Statement on Form S-4 originally filed with the Securities and Exchange Commission on November 2, 2010 (File No. 333-170282), as amended by Amendment No. 1 filed December 14, 2010, as amended by Post-Effective Amendment No. 1, filed December 14, 2010 and as amended by Post-Effective Amendment No. 2, filed February 7, 2011 and incorporated by reference herein).
|
2.2
|
|
Support Agreement, dated September 16, 2010, by and among Calix, Inc., Ocean Sub I, Inc., Ocean Sub II, LLC and certain stockholders of Occam Networks, Inc. (filed as Exhibit 2.2 to Calix’s Registration Statement on Form S-4 originally filed with the Securities and Exchange Commission on November 2, 2010 (File No. 333-170282), as amended by Amendment No. 1 filed December 14, 2010, as amended by Post-Effective Amendment No. 1, filed December 14, 2010 and as amended by Post-Effective Amendment No. 2, filed February 7, 2011 and incorporated by reference herein).
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Calix, Inc. (filed as Exhibit 3.3 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference herein).
|
3.2
|
|
Amended and Restated Bylaws of Calix, Inc. (filed as Exhibit 3.5 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference herein).
|
4.1
|
|
Form of Calix, Inc.’s Common Stock Certificate (filed as Exhibit 4.1 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference herein).
|
4.2
|
|
Amended and Restated Investors’ Rights Agreement, by and between Calix, Inc. and the investors listed on Exhibit A thereto, dated May 29, 2009 (filed as Exhibit 4.2 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
4.3
|
|
Warrant to Purchase Stock, between Optical Solutions, Inc. and Silicon Valley Bank, dated August 16, 2004 (filed as Exhibit 4.22 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
4.4
|
|
Assignment, between Silicon Valley Bank and Silicon Valley Bancshares, dated August 19, 2004 (filed as Exhibit 4.23 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
4.5
|
|
Warrant to Purchase Stock, between Calix, Inc. and Greater Bay Venture Banking, a division of Greater Bay Bank N.A., dated September 4, 2007 (filed as Exhibit 4.27 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.1*
|
|
Calix Networks, Inc. Amended and Restated 2000 Stock Plan and related documents (filed as Exhibit 10.1 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.2*
|
|
Calix Networks, Inc. Amended and Restated 2002 Stock Plan and related documents (filed as Exhibit 10.2 to Amendment No. 6 to Calix’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010 (File No. 333-163252) and incorporated by reference herein).
|
10.3*
|
|
Optical Solutions, Inc. Amended and Restated 1997 Long-Term Incentive and Stock Option Plan and related documents (filed as Exhibit 10.3 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.4*
|
|
Calix, Inc. 2010 Equity Incentive Award Plan and related documents (filed as Exhibit 10.2 to Amendment No. 6 to Calix’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010 (File No. 333-163252) and incorporated by reference herein).
|
10.5
|
|
Form of Indemnification Agreement made by and between Calix, Inc. and each of its directors, executive officers and some employees (filed as Exhibit 10.5 to Amendment No. 6 to Calix’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010 (File No. 333-163252) and incorporated by reference herein).
|
10.6
|
|
Lease, between RNM Lakeville, LLC and Calix, Inc., dated February 13, 2009 (filed as Exhibit 10.6 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.7
|
|
Amended and Restated Loan and Security Agreement, by and between Calix, Inc. and Silicon Valley Bank, dated August 21, 2009 (filed as Exhibit 10.7 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.8*
|
|
Offer Letter, between Calix, Inc. and Carl Russo, dated November 1, 2006 (filed as Exhibit 10.8 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.9*
|
|
Offer Letter, between Calix, Inc. and Kelyn Brannon-Ahn, dated April 2, 2008 (filed as Exhibit 10.9 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.10*
|
|
Offer Letter, between Calix, Inc. and Tony Banta, dated August 25, 2005 (filed as Exhibit 10.10 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference herein).
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
10.11*
|
|
Offer Letter, between Calix, Inc. and John Colvin, dated March 3, 2004 (filed as Exhibit 10.11 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.12*
|
|
Offer Letter, between Calix, Inc. and Kevin Pope, dated December 21, 2008 (filed as Exhibit 10.12 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.13*
|
|
Offer Letter, between Calix, Inc. and Roger Weingarth, dated February 17, 2003, as amended April 13, 2004 (filed as Exhibit 10.13 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference herein).
|
10.14*
|
|
Offer Letter, between Calix, Inc. and Michael Ashby, dated March 7, 2011 (filed as Exhibit 10.2 to Calix’s Form 8-K filed with the SEC on March 7, 2011 (File No. 001-34674) and incorporated by reference herein).
|
10.15*
|
|
Separation Agreement and General Release of All Claims, between Calix, Inc. and Kelyn Brannon, dated March 7, 2011 (filed as Exhibit 10.1 to Calix’s Form 8-K filed with the SEC on March 7, 2011 (File No. 001-34674) and incorporated by reference herein).
|
10.16
|
|
Amendment No. 1 to Amended and Restated Loan and Security Agreement, between Silicon Valley Bank and Calix, Inc., dated March 8, 2010 (filed as Exhibit 10.17 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference herein).
|
10.17*
|
|
Employment Agreement, between Calix, Inc. and Andrew Lockhart, dated February 2, 2011 (filed as Exhibit 10.20 to Calix's Form 10-Q filed with the SEC on May 3, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.18*
|
|
Calix, Inc. Amended And Restated Employee Stock Purchase Plan (Effective as of May 23, 2012) (filed as Exhibit 10.1 to Calix’s Form 10-Q filed with the SEC on August 7, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.19*
|
|
Calix, Inc. Non-Employee Director Equity Compensation Policy, as amended October 18, 2011 and July 25, 2012 (filed as Exhibit 10.2 to Calix’s Form 10-Q filed with the SEC on August 7, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.20†
|
|
Asset Purchase Agreement between Ericsson Inc. and Calix, Inc., dated August 20, 2012 (filed as Exhibit 10.1 to Calix’s Form 10-Q/A filed with the SEC on December 18, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.21*
|
|
Calix, Inc. Non-Employee Director Cash Compensation Policy, effective January 1, 2012 (filed as Exhibit 10.2 to Calix’s Form 10-Q filed with the SEC on November 2, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.22*
|
|
Calix, Inc. Non-Employee Director Restricted Stock Unit Deferred Compensation Plan, effective January 1, 2013.
|
10.23*
|
|
Calix, Inc. Management Bonus Program Under the 2010 Equity Incentive Award Plan (filed as Exhibit 10.1 to Calix's Form 8-K filed with the SEC on February 28, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.24*
|
|
Calix, Inc. Long Term Incentive Program Under the 2010 Equity Incentive Award Plan (filed as Exhibit 10.2 to Calix's Form 8-K filed with the SEC on February 28, 2012 (File No. 001-34674) and incorporated by reference herein).
|
10.25
|
|
First Amendment to Lease, by and between 1031, 1035, 1039 North McDowell, LLC and Calix, Inc., effective January 28, 2013.
|
10.26*
|
|
Transition and Separation Agreement, by and between Roger Weingarth and Calix, Inc., dated February 6, 2013.
|
21.1
|
|
Subsidiaries of the Registrant.
|
23.1
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm.
|
24.1
|
|
Power of Attorney (included on signature page to this Annual Report on Form 10-K).
|
31.1
|
|
Certification of Chief Executive Officer of Calix, Inc. Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
31.2
|
|
Certification of Chief Financial Officer of Calix, Inc. Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer of Calix, Inc. Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS **
|
|
XBRL Instance Document.
|
101.SCH **
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL **
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF **
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB **
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE **
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
|
Indicates management compensatory plan, contract or arrangement.
|
†
|
|
Confidential treatment has been granted as to certain portions of this agreement.
|
**
|
|
In accordance with Rule 406T of Regulation S-T, the XBRL information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
Section 1.
|
Purpose and Administration
.
|
Section 2.
|
Participation
.
|
Section 3.
|
Plan Accounts
.
|
Section 4.
|
Distributions in Respect of Plan Accounts
.
|
Section 5.
|
Miscellaneous Provisions
.
|
A.
|
Landlord (as successor in interest to RNM Lakeville, LLC, a Delaware limited liability company) and Tenant are parties to that certain lease dated February 13, 2009 (the “
Lease
”). Pursuant to the Lease, Landlord has leased to Tenant space currently containing approximately
82,082
rentable square feet (the “
Premises
”) in the building located at 1035 North McDowell Boulevard, Petaluma, California (the “
Building
”).
|
B.
|
The Lease by its terms shall expire on February 15, 2014 (“
Prior Expiration Date
”), and the parties desire to extend the Lease Term, all on the following terms and conditions.
|
1.
|
Extension.
The Lease Term is hereby extended for a period of sixty (60) months and thirteen (13) days and shall expire on February 28, 2019 (“
Extended Expiration Date
”), unless sooner terminated in accordance with the terms of the Lease. That portion of the Lease Term commencing the day immediately following the Prior Expiration Date (“
Extension Date
”) and ending on the Extended Expiration Date shall be referred to herein as the “
Extended Lease Term
”.
|
2.
|
Base Rent.
Notwithstanding anything to the contrary contained in the Lease, as of February 1, 2013, the schedule of Base Rent payable with respect to the Premises during the remainder of the current Lease Term and during the Extended Lease Term is the following:
|
Period
|
Rentable Square Footage
|
Annual Base Rent
|
Monthly Base Rent
|
2/1/2013 – 1/31/2014
|
82,082
|
$886,485.60
|
$73,873.80
|
2/1/2014 – 1/31/2015
|
82,082
|
$913,080.17
|
$76,090.01
|
2/1/2015 – 1/31/2016
|
82,082
|
$940,472.58
|
$78,372.72
|
2/1/2016 – 1/31/2017
|
82,082
|
$968,686.76
|
$80,723.90
|
2/1/2017 – 1/31/2018
|
82,082
|
$997,747.36
|
$83,145.61
|
2/1/2018 – 1/31/2019
|
82,082
|
$1,027,679.78
|
$85,639.98
|
2/1/2019 – 2/28/2019
|
82,082
|
$1,058,510.17
|
$88,209.18
|
3.
|
Additional Security Deposit and Letter of Credit.
No additional Security Deposit shall be required in connection with this Amendment. Landlord currently holds a Letter of Credit in the amount of $300,000.00 pursuant to the terms of Paragraph 5 the Lease. Notwithstanding anything to the contrary set forth in the Lease, provided that Tenant is not in default beyond any applicable notice and cure period set forth in the Lease, upon the full execution and delivery of this Amendment, Tenant shall have no further obligation to maintain the Letter of Credit in accordance with the terms of the Lease. Within thirty (30) days following the full execution and delivery of this Amendment, Landlord shall return the Letter of Credit to Tenant.
|
4.
|
Additional Rent.
For the period commencing on the Extension Date and ending on the Extended Expiration Date, Tenant shall pay all additional rent payable under the Lease, including Tenant’s Share of Operating Expenses in accordance with the terms of the Lease, as amended hereby.
|
5.
|
Improvements to Premises.
|
5.1
|
Condition of Premises.
Tenant is in possession of the Premises and accepts the same “as is” without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be expressly provided otherwise in this Amendment. Tenant hereby acknowledges and agrees that Landlord has fulfilled all of its obligations pursuant to Exhibit “C” to the Lease.
|
5.2
|
Responsibility for Improvements to Premises.
Tenant may perform improvements to the Premises in accordance with the
Exhibit A
attached hereto and Tenant shall be entitled to an improvement allowance in connection with such work as more fully described in
Exhibit A
.
|
6.
|
Other Pertinent Provisions.
Landlord and Tenant agree that, effective as of the date of this Amendment (unless different effective date(s) is/are specifically referenced in this Section), the Lease shall be amended in the following additional respects:
|
6.1
|
Landlord’s Address
. Landlord’s Address set forth on the signature page of the Lease is hereby deleted in its entirety and replaced with the following:
|
6.2
|
Extension Option.
Tenant has exercised its first Extension Option and has one Extension Option remaining to renew the Lease Term pursuant to Paragraph 26 of the Lease.
|
6.3
|
Right of First Offer
. The Right of First Offer set forth in Paragraph 27 of the Lease is deleted in its entirety and is null and void and of no further force and effect.
|
7.
|
Miscellaneous.
|
7.1
|
This Amendment, including
Exhibit A
(Tenant Alterations)
attached hereto, sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment.
|
7.2
|
Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect. In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control. The capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Amendment.
|
7.3
|
Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord has executed and delivered the same to Tenant.
|
7.4
|
Tenant hereby represents to Landlord that Tenant has dealt with no broker in connection with this Amendment. Tenant agrees to indemnify and hold Landlord and the Landlord Indemnitees harmless from all claims of any brokers claiming to have represented Tenant in connection with this Amendment.
|
7.5
|
Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting. Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or beneficial interest whatsoever in Tenant, are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“
OFAC
”); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: “List of Specially Designated Nationals and Blocked Persons.” If the foregoing representation is untrue at any time during the Extended Lease Term, an Event of Default under the Lease will be deemed to have occurred, without the necessity of notice to Tenant.
|
7.6
|
Redress for any claim against Landlord under the Lease and this Amendment shall be limited to and enforceable only against and to the extent of Landlord's interest in the Building. The obligations of Landlord under the Lease are not intended to and shall not be personally binding on, nor shall any resort be had to the private properties of, any of its trustees or
|
LANDLORD:
|
TENANT:
|
|
|
1031, 1035, 1039 NORTH MCDOWELL, LLC,
a Delaware limited liability company
By: PVP Holdings JV, LLC,
a Delaware limited liability company
By: PVP Holdings Capital, LLC,
a Delaware limited liability company
its Managing Member
By:
/s/ H. Herbert Myers
Name:
H. Herbert Myers
Its:
Vice President
Dated: February 6, 2013
|
CALIX NETWORKS, INC.,
a Delaware corporation
By:
/s/ Jim Sanfillippo
Name:
Jim Sanfillippo
Its:
Director, Facilities
Dated: February 1, 2013
|
|
|
|
DATED: February 6, 2013
|
|
/s/ Roger Weingarth
|
|
|
Roger Weingarth
|
|
|
|
|
|
CALIX, INC.
|
DATED: February 6, 2013
|
|
/s/ Mimi Gigoux
|
|
|
By: Mimi Gigoux
|
Entity Name
|
|
Jurisdiction
|
Calix Networks Canada, Inc.
|
|
Canada
|
Calix Network Technology Development (Nanjing) Co. Ltd.
|
|
China
|
Calix Networks UK, Ltd
|
|
England, UK
|
Calix Brasil Servicos Ltda
|
|
Brazil
|
Occam Networks, LLC
|
|
Delaware, United States
|
Occam Networks (California), Inc.
|
|
California, United States
|
1.
|
I have reviewed this annual report on Form 10-K of Calix, Inc. for the year ended
December 31, 2012
;
|
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 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;
|
5.
|
The registrant’s other certifying officer 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.
|
Date: February 21, 2013
|
|
|
|
/s/ Carl Russo
|
|
|
|
|
Carl Russo
|
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Calix, Inc. for the year ended
December 31, 2012
;
|
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 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;
|
5.
|
The registrant’s other certifying officer 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
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(b)
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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.
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Date: February 21, 2013
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/s/ Michael Ashby
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Michael Ashby
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Chief Financial Officer
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Date: February 21, 2013
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/s/ Carl Russo
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Carl Russo
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Chief Executive Officer
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Date: February 21, 2013
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/s/ Michael Ashby
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Michael Ashby
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Chief Financial Officer
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