Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2013 |
Basis of Consolidation and Presentation | Basis of Consolidation and Presentation |
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. As part of the Asset Sale, the Company sold its subsidiaries in Shanghai, the Netherlands and Japan. In conjunction with the Dissolution, the Company merged its Delaware and Massachusetts subsidiaries into Sycamore Networks, Inc. |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. |
The condensed consolidated financial statements for the eight month period ended March 23, 2013 and for the twelve months ended July 31, 2012 were prepared on the going concern basis of accounting, which contemplates realization of assets and satisfaction of liabilities in the normal course of business. Following the Company’s filing of the Certificate of Dissolution, on March 24, 2013 the Company adopted the liquidation basis of accounting. See “Liquidation Basis of Accounting” below for further information regarding the Company’s adoption of the liquidation basis of accounting. |
Cash Distributions | Cash Distributions |
The Company paid a total of $413.3 million in cash distributions to stockholders in fiscal 2013. As a result of having an accumulated deficit, the cash distributions were recorded as reductions to additional paid-in capital. |
Liquidation Basis of Accounting | Liquidation Basis of Accounting |
On March 24, 2013, the beginning of the fiscal month following the filing of the Certificate of Dissolution, the Company began reporting on a liquidation basis of accounting. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts. Recorded liabilities include estimates of expected costs associated with carrying out the Plan of Dissolution. These estimates will be reviewed periodically and adjusted as appropriate. |
The valuation of assets at their net realizable value and liabilities at their anticipated settlement amounts represent estimates, based on present facts and circumstances, of the net realizable value of the assets and the costs associated with carrying out the Plan of Dissolution. The actual values and costs associated with carrying out the Plan of Dissolution may differ from amounts reflected in the financial statements because of the inherent uncertainty in estimating future events. These differences may be material. In particular, the estimates of costs will vary with the length of time necessary to complete the Dissolution process and to resolve any claims. Accordingly, it is not possible to predict the timing or aggregate amount which will ultimately be distributed to stockholders, and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the accompanying Statement of Net Assets. |
Upon transition to the liquidation basis of accounting on March 24, 2013, the Company recorded the following adjustments to record assets at their estimated net realizable values: |
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Initial adjustment of assets to estimated net realizable value | | Amount | | | | | | | | | | | | | |
Write up of assets | | $ | 3,393 | | | | | | | | | | | | | |
Write down of assets | | | (510 | ) | | | | | | | | | | | | |
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| | $ | 2,883 | | | | | | | | | | | | | |
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The Company’s initial write up of assets related to certain non-cash assets of Sycamore, including intellectual property and other assets relating to the IQstream Business, patents and patent applications related to or used in the Intelligent Bandwidth Management Business, our real estate holdings in Tyngsborough, Massachusetts, our investments in private companies and certain other fixed assets. |
The write down of assets related to certain prepaid expenses and other assets that have no future net realizable value. |
Subsequent to the initial adjustments on March 24, 2013, the Company recorded adjustments to reduce our estimate of the net realizable value for our land in Tyngsborough, Massachusetts and for our other assets. The reduction in our estimate of net realizable value for the Tyngsborough land is a result of the termination of the Restated Purchase and Sale Agreement with Tyngsborough Commons. For additional information concerning the termination of this agreement, see Note 1. “Business”. The reduction in our estimate of net realizable value for our other assets primarily relates to a reduction in the net realizable value of our patent portfolio. Based on recent negotiations and discussions with prospective purchasers of the patents, we have determined that we cannot reasonably provide an estimate of the net realizable value of the patents at this time and, accordingly, have assigned no value to the patents for the purposes of the Statement of Net Assets. The adjustments are based on our current best estimate of the net realizable value of these assets, which is subject to substantial risk and uncertainties. |
On April 22, 2013, the Company commenced litigation against Buyer and certain of its affiliates with respect to certain amounts due under the Asset Sale Agreement. In connection with such litigation, on May 28, 2013, the Company and such parties reached an agreement pursuant to which (1) the Company agreed to dismiss the pending litigation without prejudice, (2) Buyer paid certain undisputed amounts owed to the Company and (3) the parties agreed to submit the remaining issues relating to amounts in dispute of approximately $1.4 million to arbitration for resolution by a neutral accountant. Following receipt of the aforementioned undisputed amounts, the Company dismissed the pending lawsuit without prejudice. The matter remains pending before the neutral accountant. Because of the unpredictability of any settlement amount or ruling in favor of the Company by a neutral accountant, the Company is currently unable to estimate the net realizable value of any proceeds in connection with this matter. Accordingly, the Company has not recorded any receivables for the amount at issue. If the Company is successful in its efforts to recover all or any portion of the $1.4 million from Buyer, the Company will record the amount of any settlement, decision or order by the neutral accountant at the time thereof, which may result in an aggregate increase to net assets. For additional information concerning this matter, see Note 13. “Commitments and Contingencies.” |
The Company also accrued estimated costs expected to be incurred in carrying out the Plan of Dissolution. Under the DGCL, the Dissolution period will last for a minimum of three years. The Company was required to make certain estimates and exercise judgment in determining the accrued costs of liquidation as of March 24, 2013. Upon transition to the liquidation basis of accounting, the Company accrued the following costs expected to be incurred in the Dissolution: |
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Accrued costs of liquidation | | Amount | | | | | | | | | | | | | |
Restructuring | | $ | 3,309 | | | | | | | | | | | | | |
Compensation | | | 3,539 | | | | | | | | | | | | | |
Professional fees | | | 3,672 | | | | | | | | | | | | | |
Other expenses associated with wind down activities | | | 2,725 | | | | | | | | | | | | | |
Insurance | | | 1,500 | | | | | | | | | | | | | |
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| | $ | 14,745 | | | | | | | | | | | | | |
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The accrued costs of liquidation do not include an estimate of the amount that the Company may be required to pay under the Asset Sale Agreement to satisfy our indemnification obligations, if any, to Buyer and its related parties, or any other amount we may be required to pay to Buyer under the Asset Sale Agreement. The Company’s aggregate indemnification liability for breaches of representations and warranties is limited to approximately $2.8 million. The Company’s indemnification obligations for breaches of representations and warranties expire no later than twelve months following the closing date of the Asset Sale, which was January 31, 2013. In the event Buyer is able to successfully assert indemnification claims against the Company, the Company will record the amount of any such liability at the time thereof, resulting in a decrease to net assets. |
Subsequent to the initial accrual for estimated costs during the Dissolution period upon transition to the liquidation basis of accounting, the Company reduced its accrual for estimated costs of liquidation by $1.6 million. The reduction reflects our updated estimate of costs related to compensation, professional fees, other expenses and insurance. These estimated costs will continue to be reviewed periodically and adjusted as appropriate. The table below summarizes the reserve for estimated costs during the Dissolution period as of July 31, 2013: |
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| | Amount | | | | | | | | | | | | | |
Compensation | | $ | 2,396 | | | | | | | | | | | | | |
Professional fees | | | 2,637 | | | | | | | | | | | | | |
Other expenses associated with wind down activities | | | 1,970 | | | | | | | | | | | | | |
Insurance | | | 1,333 | | | | | | | | | | | | | |
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| | $ | 8,336 | | | | | | | | | | | | | |
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Cash Equivalents and Investments | Cash Equivalents and Investments |
Cash equivalents are short-term, highly liquid investments with original or remaining maturity dates of three months or less at the date of acquisition. Cash equivalents are carried at cost plus accrued interest, which approximates fair market value. The Company’s investments are classified as available-for-sale and are recorded at fair value with any unrealized gain or loss recorded as an element of stockholders’ equity. The fair value of investments is determined based on quoted market prices at the reporting date for those investments. The Company would recognize an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. As of July 31, 2013 and 2012, aggregate cash and cash equivalents and short and long term investments consisted of (in thousands): |
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July 31, 2013: | | Amortized | | | Gross | | | Gross | | | Fair Market | |
Cost | Unrealized | Unrealized | Value |
| Gains | Losses | |
Cash and cash equivalents | | $ | 21,041 | | | $ | — | | | $ | — | | | $ | 21,041 | |
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Total | | $ | 21,041 | | | $ | — | | | $ | — | | | $ | 21,041 | |
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July 31, 2012: | | Amortized | | | Gross | | | Gross | | | Fair Market | |
Cost | Unrealized | Unrealized | Value |
| Gains | Losses | |
Cash and cash equivalents | | $ | 136,654 | | | $ | — | | | $ | — | | | $ | 136,654 | |
Government securities | | | 302,695 | | | | 66 | | | | (22 | ) | | | 302,739 | |
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Total | | $ | 439,349 | | | $ | 66 | | | $ | (22 | ) | | $ | 439,393 | |
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Inventories | Inventories |
Prior to the Asset Sale, inventories were stated at the lower of cost (first-in, first-out basis) or market (net realizable value). |
Revenue Recognition | Revenue Recognition |
Prior to the Asset Sale, the Company sold primarily bundled hardware and software products that function together to deliver the tangible products’ essential functionality (referred to herein collectively as “hardware” products), as well as services related to those hardware products. Services included maintenance arrangements for the products with terms typically of one year, as well as to a lesser extent, professional services and training services. The Company sold a limited amount of stand-alone software products. |
The Company recognized revenue when all of the following criteria were met: |
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| • | | Persuasive evidence of an arrangement existed. Evidence of an arrangement generally consisted of sales contracts or agreements and customer purchase orders; | | | | | | | | | | | | | |
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| • | | Delivery occurred. Delivery occurred when title and risk of loss were transferred to the customer or the Company received written evidence of customer acceptance, when applicable, to verify delivery or performance; | | | | | | | | | | | | | |
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| • | | Sales price was fixed or determinable. The Company assessed whether the sales price was fixed or determinable based on payment terms and whether the sales price was subject to refund or adjustment; and | | | | | | | | | | | | | |
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| • | | Collectability was reasonably assured. Collectability was assessed based on the creditworthiness of the customer as determined by credit checks and the customer’s payment history with the Company. | | | | | | | | | | | | | |
The Company adopted Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (“ASU 2009-13”) and ASU No. 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements (“ASU 2009-14”) on a prospective basis as of the beginning of fiscal 2011 for new and materially modified arrangements originating on or after August 1, 2010. ASU 2009-14 amends industry-specific revenue accounting guidance for software and software-related transactions to exclude from its scope tangible products containing software components and non-software components that function together to deliver the product’s essential functionality. As a result of adopting the new guidance, nearly all of the Company’s products and related services were no longer accounted for under the software revenue recognition rules, Accounting Standards Codification (“ASC”) Topic 985. |
Pursuant to the guidance of ASU 2009-13, when a sales arrangement contains multiple elements, particularly hardware products and related services, revenue is allocated to each element based on a selling price hierarchy, using a relative selling price allocation approach. The selling price for a deliverable was based on our vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”) if VSOE was not available, or best estimate of selling price (“BESP”) if neither VSOE nor TPE was available. The Company established VSOE for its services based on the price charged for each service element when sold separately. The Company was typically not able to determine TPE for its hardware products or services because the Company’s various product and service offerings contained a significant level of differentiation and, therefore, comparable pricing of competitors’ products and services with similar functionality could not be obtained. The Company determined BESP for products and services based on an assessment of multiple factors, including, but not limited to, pricing practices, customer classes and distribution channels. We then recognized revenue allocated to each deliverable in accordance with the four criteria identified above. Our multiple element arrangements typically included both products and services, with maintenance being the most common service element. Maintenance services were delivered over the contractual support period which varied in length, but typically was twelve months. In those limited instances where both hardware and stand-alone software products were included in a multiple element arrangement, the hardware and related services and the software and related services were separated and then allocated a pro rata portion of the total transaction value based upon BESP of each of the hardware and software groups, using a relative selling price allocation approach. The hardware group was then accounted for under the ASC Topic 605 guidance described above and the software group was accounted for under the ASC Topic 985 guidance. |
Service revenues included revenue from maintenance, training, and installation services. Revenue from maintenance service contracts was deferred and recognized ratably over the contractual support period. Revenue from training and installation services was recognized as the services were completed or ratably over the service period. |
Share-Based Compensation | Share-Based Compensation |
Upon effectiveness of the Dissolution, the Company cancelled all outstanding stock option awards under the Company’s stock plans. During the period when the Company had stock-based compensation programs, the Company accounted for share-based compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. The Company estimated the fair value of share-based options on the date of grant using the Black Scholes pricing model, which was affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables included our expected stock price volatility over the term of the awards, actual and projected employee option exercise behaviors, risk free interest rate and expected dividends. The Company was also required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differed from those estimates. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Under the going concern basis of accounting, the Company evaluated the recoverability of long-lived assets whenever events or changes in circumstances indicated that the carrying amount of an asset may not be fully recoverable. This periodic review may have resulted in an adjustment of estimated depreciable lives or asset impairment. When indicators of impairment were present, the carrying values of the asset were evaluated in relation to the operating performance and future undiscounted cash flows of the underlying business. If the future undiscounted cash flows were less than the book value, impairment existed. The impairment was measured as the difference between the book value and the fair value of the underlying asset. Fair values were based on estimates of market prices and assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk. |
Property and Equipment | Property and Equipment |
Under the liquidation basis of accounting, property and equipment are stated at their estimated net realizable values. Under the going concern basis of accounting, property and equipment were stated at cost and depreciated over the estimated useful lives of the assets using the straight-line method, based upon the following asset lives: |
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Computer and telecommunications equipment | | 2 to 3 years | | | | | | | | | | | | | | |
Computer software | | 3 years | | | | | | | | | | | | | | |
Furniture and office equipment | | 5 years | | | | | | | | | | | | | | |
Leasehold improvements | | Shorter of lease term or useful life of asset | | | | | | | | | | | | | | |
The cost of significant additions and improvements were capitalized and depreciated while expenditures for maintenance and repairs were charged to expense as incurred. Costs related to internal use software were capitalized. Upon retirement or sale of an asset, the cost and related accumulated depreciation of the assets were removed from the accounts and any resulting gain or loss is reflected in the determination of net income or loss. See Note 5. “Property and Equipment.” |
Research and Development and Software Development Costs | Research and Development and Software Development Costs |
Under the going concern basis of accounting, the Company’s research and development costs were expensed as incurred. Software development costs incurred prior to the establishment of technological feasibility were charged to expense. Technological feasibility was demonstrated by the completion of a working model. Software development costs incurred subsequent to the establishment of technological feasibility were capitalized until the product was available for general release to customers and amortized based on the greater of (i) the ratio that current gross revenue for a product bears to the total of current and anticipated future gross revenue for that product or (ii) the straight-line method over the remaining estimated life of the product. The period between achieving technological feasibility and the general availability of the related products was short and software development costs qualifying for capitalization were not material. Accordingly, the Company did not capitalize any software development costs. |
Income Taxes | Income Taxes |
Income taxes are accounted for under the liability method. Under this method, deferred tax assets and liabilities are recorded based on temporary differences between the financial statement amounts and the tax bases of assets and liabilities measured using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company periodically evaluates the realization of its net deferred tax assets and records a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. |
We account for uncertain tax positions by prescribing the minimum recognition threshold a tax position must meet before being recognized in the Company’s financial statements. Generally, recognition is limited to situations where, based solely on the technical merits of the tax position, the Company has determined that the tax position is more likely than not to be sustained on audit. |
Concentrations and Significant Customer Information | Concentration of Credit Risks |
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and investments. The Company invests its excess cash primarily in deposits with commercial banks, high-quality corporate securities and U.S. government securities. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts |
Prior to the Asset Sale, the Company evaluated its outstanding accounts receivable balances on an ongoing basis to determine whether an allowance for doubtful accounts should be recorded. Activity in the Company’s allowance for doubtful accounts is summarized as follows (in thousands): |
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| | Year Ended July 31, | | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | | |
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Beginning balance | | $ | 42 | | | $ | 72 | | | | | | | | | |
Adjustment | | | (42 | ) | | | (30 | ) | | | | | | | | |
Write off | | | — | | | | — | | | | | | | | | |
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Ending balance | | $ | — | | | $ | 42 | | | | | | | | | |
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Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss |
Under the going concern basis of accounting, the unrealized gain or loss on investments was included in accumulated other comprehensive loss for all operating periods presented. For foreign subsidiaries where the functional currency was the local currency, assets and liabilities were translated into U.S. dollars at the current exchange rate on the balance sheet date. Revenue and expenses were translated at average rates of exchange prevailing during each period. Translation adjustments for these subsidiaries, which are immaterial for all periods presented, are included in accumulated other comprehensive income (loss). |
Net Loss Per Share | Net Loss Per Share |
Under the going concern basis of accounting, basic and diluted net loss per share was computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period less unvested restricted stock. The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): |
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| | Eight Months Ended | | | Year Ended | | | | | | | | | |
March 23, | July 31, | | | | | | | | |
2013 | 2012 | | | | | | | | |
Net loss | | $ | (3,512 | ) | | $ | (12,924 | ) | | | | | | | | |
Denominator: | | | | | | | | | | | | | | | | |
Weighted-average shares of common stock outstanding | | | 28,882 | | | | 28,807 | | | | | | | | | |
Weighted-average shares subject to repurchase | | | — | | | | — | | | | | | | | | |
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Shares used in per-share calculation—basic | | | 28,882 | | | | 28,807 | | | | | | | | | |
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Weighted-average shares of common stock outstanding | | | 28,882 | | | | 28,807 | | | | | | | | | |
Weighted common stock equivalents | | | — | | | | — | | | | | | | | | |
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Shares used in per-share calculation—diluted | | | 28,882 | | | | 28,807 | | | | | | | | | |
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Net loss per share: | | | | | | | | | | | | | | | | |
Basic | | $ | (0.12 | ) | | $ | (0.45 | ) | | | | | | | | |
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Diluted | | $ | (0.12 | ) | | $ | (0.45 | ) | | | | | | | | |
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Employee stock options to purchase 9.6 million shares of common stock were not included in the computation of diluted net loss per share for the eight months ended March 23, 2013 because their effect would have been antidilutive. Employee stock options to purchase 10.9 million shares of common stock were not included in the computation of diluted net loss per share for the year ended July 31, 2012 because their effect would have been antidilutive. |
Segment Information | Segment Information |
The Company’s chief operating decision maker was its former President and Chief Executive Officer. Decisions regarding resource allocation and assessing performance were made at the Company level, as one segment. Prior to the Asset Sale, for the eight months ended March 23, 2013, the geographical distribution of revenue was as follows: United States – 80%, Korea – 5%, and all other countries – 15%. For the year ended July 31, 2012, the geographical distribution of revenue was as follows: United States – 79%, United Kingdom – 6%, and all other countries – 15%. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
On June 16, 2011, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (“ASU 2011-05”), which revises the manner in which entities present comprehensive income in their financial statements. The new guidance requires companies to report components of comprehensive income in either: (1) a continuous statement of comprehensive income; or (2) two separate consecutive statements. ASU 2011-05 does not change the items that must be reported in other comprehensive income. The Company adopted ASU 2011-05 in the first quarter of fiscal 2013 by reporting a separate statement of comprehensive income (loss). |
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. The new standard addresses when and how an entity should apply the liquidation basis of accounting. The new guidance is effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013 and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The Company adopted ASU No. 2013-07 in the third quarter of fiscal 2013. The adoption did not have a material impact on the Company’s application of the liquidation basis of accounting. |
In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters. The new standard addresses a parent’s accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or group of assets within a foreign entity or of an investment in a foreign entity. The objective of the update is to resolve the diversity in practice about the appropriate guidance to apply to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or a business within a foreign entity. The update provides that the entire amount of the cumulative translation adjustment associated with the foreign entity would be released when there has been a sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity. This update is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. Early adoption is permitted. The Company adopted ASU No. 2013-05 in the third quarter of fiscal 2013. The adoption did not have a material impact on the Company. |