Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
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The consolidated financial statements include the accounts of Procera and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
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During 2013, the Company identified immaterial errors in the consolidated financial statements for the year ended December 31, 2012, related to the recognition of revenue from a sale to a value added reseller, the accounting for inventory, and general and administrative fee accruals. Based on a quantitative and qualitative analysis of the errors as required by authoritative guidance, management concluded that the errors had no material impact on any of the Company’s previously issued financial statements, are immaterial to the Company’s results for the year ended December 31, 2013, and had no material effect on the trend of financial results. |
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The consolidated financial statements for the year ended December 31, 2013 reflect the following immaterial adjustments related to prior periods: the reversal of $0.6 million in revenue and related gross margin of $0.4 million, inventory charges of $0.4 million, and additional general and administrative costs of $43,000. |
Use of Estimates | Use of Estimates |
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The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. Actual results could differ from those estimates. The accounting estimates that require management’s most significant and subjective judgments include the recognition of revenue, assessment of the recoverability of long-lived assets and goodwill, valuation of inventory, valuation and recognition of stock-based compensation, warranty estimates and accounting for income taxes. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
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The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities. |
Concentration of Risk | Concentration of Risk |
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The financial instruments utilized by the Company that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, short-term investments and accounts receivable. Cash and cash equivalents are deposited in demand and money market accounts in major financial institutions in the United States, Sweden, Canada and Australia. Accounts at financial institutions in the United States are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to certain limits. At times, the Company’s deposits or investments may exceed federally insured limits. At December 31, 2014 and 2013, the Company had approximately $17.7 million and $90.5 million, respectively, at financial institutions in excess of FDIC insured limits. The Company has not experienced any losses in such accounts. |
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The Company’s investment policies limit investments to those that are low risk and restrict placement of these investments to issuers evaluated as creditworthy. As of December 31, 2014, the Company’s investments were composed of money market funds, U.S. agency securities, certificates of deposit, commercial paper and corporate bonds. As of December 31, 2013, the Company’s investments were composed of commercial paper and money market funds. |
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The Company’s sales have at times been concentrated with certain large customers. The Company also sells to a geographically diverse base of customers. For the year ended December 31, 2014, no single customer accounted for more than 10% of net revenues. For the year ended December 31, 2013, revenue from three customers, Shaw Communications, Inc., British Telecommunications plc and Itochu Techno-Solutions Corp. represented 13%, 12% and 10% of net revenues, respectively, with no other single customer accounting for more than 10% of net revenues. For the year ended December 31, 2012, revenue from one customer, Shaw Communications, Inc., represented 16% of net revenues. At December 31, 2014, accounts receivable from one customer represented 13% of total accounts receivable with no other single customer accounting for more than 10% of the accounts receivable balance, and 84% of accounts receivable were due from customers outside of the United States. At December 31, 2013, one customer represented 32% of total accounts receivable, and 86% of accounts receivable were due from customers outside of the United States (see Note 16). The Company maintains an allowance for uncollectible accounts receivable based upon expected collectability of all accounts receivable. The Company performs ongoing credit evaluations of certain customers’ financial condition and generally requires no collateral from its customers. |
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The Company is dependent on a limited number of third-party suppliers for its hardware equipment. The Company is dependent on the ability of these suppliers to provide products on a timely basis and on favorable pricing terms. The loss of certain principal suppliers or a significant reduction in product availability from principal suppliers could have a material adverse effect on the Company. The Company believes that its relationships with its suppliers are satisfactory, and the Company has not historically experienced inadequate supply issues from its suppliers. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
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The Company considers all highly liquid investments with original or remaining maturities of three months or less from the date of purchase to be cash equivalents. |
Investments | Investments |
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The goals of the Company’s investment policy are preservation of capital and maintenance of liquidity. The Company invests in instruments that are of high credit quality, primarily rated AA+/Aa1, and have a maturity of up to 24 months. However, the weighted average maturity of the portfolio does not exceed 12 months. Investments that have a remaining maturity of greater than three months at the date of purchase and an effective maturity of less than one year are classified as short-term investments. |
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Investments are carried at fair value based upon quoted market prices at the end of the reporting period. As of each of December 31, 2014 and 2013, all investments were classified as available-for-sale with unrealized gains and losses recorded as a separate component of comprehensive income. The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses reflected in interest and other income (expense). |
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The Company reviews its investments for impairment on a quarterly basis. For investments with an unrealized loss, the factors considered in the review include the credit quality of the issuer, the duration that the fair value has been less than the adjusted cost basis, severity of impairment, reason for the decline in value and potential recovery period, the financial condition and near-term prospects of the investees, and whether the Company would be required to sell an investment due to liquidity or contractual reasons before its anticipated recovery. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivables and Allowance for Doubtful Accounts |
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Trade accounts receivable are recorded at the invoiced amount. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company considers factors such as historical experience, credit quality, age of the accounts receivable balances, geographic or country-specific risks and economic conditions that may affect a customer’s ability to pay. The allowance for doubtful accounts is reviewed regularly and adjusted if necessary based on management’s assessment of a customer’s ability to pay. Individual accounts receivable are written off when all collection efforts have been exhausted. |
Inventories | Inventories |
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Inventories consist primarily of finished goods and are stated at the lower of cost (on a specific identification or weighted average cost basis) or market. The Company records inventory write-downs for excess and obsolete inventories based on historical usage and forecasted demand, as well as determining what inventory, if any, is not saleable. Factors which could cause its forecasted demand to prove inaccurate include the Company’s reliance on indirect sales channels and the variability of its sales cycle; the potential of announcements of new products or enhancements to replace or shorten the life cycle of current products, or cause customers to defer their purchases; and the potential of new or alternative technologies achieving widespread market acceptance and thereby rendering the Company’s existing products obsolete. If future demand or market conditions are less favorable than projections, additional inventory write-downs may be required and would be reflected in cost of sales in the period the revision is made. |
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Inventories also include demonstration units located at various customer locations and customer service inventories. The demonstration units and customer service inventories are stated at lower of cost (on a specific identification or weighted average cost basis) or market. The Company provides demonstration units to customers who evaluate the Company's products, and upon a successful trial, may purchase such products. The Company carries customer service inventories because it generally provides product warranty for 12 months and earn revenue by providing enhanced and extended support contracts during and beyond this warranty period. Customer service inventories are provided for customer use permanently or on a temporary basis while the defective unit is being repaired. The Company reduces the carrying value of demonstration units and customer service inventories for differences between cost and estimated net realizable value, taking into consideration expected demand, technological obsolescence and other information including the physical condition of the unit. If actual results vary significantly from expectations, additional write-downs may be required, resulting in additional charges to operations. |
Property and Equipment | Property and Equipment |
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Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the improvements or the term of the lease, whichever is shorter. Whenever assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is expensed as incurred; significant improvements are capitalized. |
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The estimated service lives of property and equipment are principally as follows: |
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Leasehold improvements | Lesser of useful life or lease term |
Machinery, office and computer equipment | 2–5 years |
Computer software | 3 years |
Transportation vehicles | 3–5 years |
Goodwill | Goodwill |
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Goodwill has been measured as the excess of the cost of acquisition over the amount assigned to tangible and identifiable intangible assets acquired less liabilities assumed. The Company reviews goodwill for impairment annually during the fourth quarter of the year or more frequently if an event or circumstance indicates that an impairment loss has occurred. The identification and measurement of goodwill impairment involves the estimation of fair value at the Company’s reporting unit level. |
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Goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. |
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The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit’s assets and liabilities (including any unrecognized intangible assets) are determined as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. |
Accounting for long-lived assets | Accounting for long-lived assets |
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The Company reviews its long-lived assets, including property and equipment and purchased intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Examples of such events could include a significant disposal of a portion of such assets, an adverse change in the market involving the business employing the related asset, a significant decrease in the benefits realized from an acquired business, difficulties or delays in integrating the business or a significant change in the operation or use of an asset or acquired business. |
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An impairment test involves a comparison of undiscounted cash flows from the use of the asset or asset group to the carrying value of the asset or asset group. Measurement of an impairment loss is based on the amount by which the carrying value of the asset or asset group exceeds its fair value. |
Product Warranty | Product Warranty |
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The Company warrants its products against material defects for a specific period of time, generally 12 months. The Company provides for the estimated future costs of warranty obligations in cost of sales when the related revenue is recognized. The accrued warranty costs represent the best estimate at the time of sale of the total costs that the Company expects to incur to repair or replace product parts, which fail while still under warranty. The amount of accrued estimated warranty costs are primarily based on current information on repair costs. The Company assesses the adequacy of the recorded warranty obligation quarterly and makes adjustments to the obligation based on actual experience and changes in estimated future rates of return. |
Commitments and Contingencies | Commitments and Contingencies |
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Certain conditions may exist on the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. |
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If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. |
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Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
Stock-Based Compensation | Stock-Based Compensation |
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The Company accounts for all share-based payment transactions using a fair-value based measurement method. The Company calculates stock option-based compensation by estimating the fair value of each option as of its date of grant using the Black-Scholes option pricing model. The fair value of restricted stock and restricted stock unit grants is calculated based upon the closing stock price of the Company’s common stock on the date of the grant. These amounts are expensed over the requisite service period of each award, which is the vesting period, using the straight-line attribution method. Compensation expense is recognized only for those awards that are expected to vest, and, as such, amounts have been reduced by estimated forfeitures. The Company has historically issued stock options, restricted stock units and vested and nonvested stock grants to employees and outside directors whose only condition for vesting has been continued employment or service during the related vesting or restriction period. |
Revenue Recognition | Revenue Recognition |
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The Company recognizes product revenue when all of the following have occurred: (1) the Company has entered into a legally binding arrangement with a customer resulting in the existence of persuasive evidence of an arrangement; (2) delivery has occurred, evidenced when product title transfers to the customer; (3) customer payment is deemed fixed or determinable and free of contingencies and significant uncertainties; and (4) collection is probable. |
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Sales of the Company’s PacketLogic products typically involve the integration of software and a hardware appliance, where the hardware and software work together to deliver the essential functionality of the product. Product revenue consists of revenue from sales of appliances and software licenses. PacketLogic product sales include a perpetual license to the Company’s software that is essential to the functionality of the hardware, and on occasion include licenses to additional software. Network Application Visibility Library (“NAVL”) sales include term licenses sold as a subscription. Revenue from sales of term licenses is recognized ratably over the subscription term, generally one year. Shipping charges billed to customers are included in product revenue and the related shipping costs are included in cost of product revenue. Virtually all sales include post-contract support (“PCS”) services (included in support revenue), which consist of software updates and customer support. Software updates provide customers access to a growing library of electronic Internet traffic identifiers (signatures) and rights to non-specific software product upgrades, maintenance releases and patches released during the term of the support period. Support includes Internet access to technical content, telephone and Internet access to technical support personnel and hardware support. |
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Receipt of a customer purchase order is the primary method of determining that persuasive evidence of an arrangement exists. |
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Delivery of PacketLogic products generally occurs when a product is delivered to a common carrier F.O.B. shipping point. However, product revenue based on channel partner purchase orders is recorded based on obtaining evidence of sell-through to the end user customers until such time as the Company has established significant experience with the channel partner’s ability to complete the sales process, which requires judgment. Additionally, when the Company introduces new products for which there is no historical evidence of acceptance history, revenue is recognized on the basis of end-user acceptance until such history has been established. Delivery of Packetlogic license upgrades and NAVL licenses occur when such licenses are made available to customers. |
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Fees are typically considered to be fixed or determinable at the inception of an arrangement, generally based on specific products and quantities to be delivered. The Company’s contracts do not generally include rights of return or acceptance provisions. To the extent that agreements contain such terms, the Company recognizes revenue once the acceptance provisions or right of return lapses. Payment terms to customers generally range from net 30 to 90 days. Certain customers are occasionally granted longer terms based on the Company’s assessment of their credit risk. In the event payment terms are provided that differ from the Company’s standard business practices, the fees are deemed to not be fixed or determinable and revenue is recognized when the payments become due, provided the remaining criteria for revenue recognition have been met. |
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The Company assesses the ability to collect from its customers based on a number of factors, including credit worthiness of the customer and past transaction history of the customer. If the customer is not deemed credit worthy, the Company defers revenue from the arrangement until payment is received and all other revenue recognition criteria have been met. |
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Customer orders normally contain multiple items. The initial PacketLogic product delivery consists of the hardware and software elements, and these elements have standalone value to the customer. Through the year ended December 31, 2014, the elements that remained undelivered at the time of product delivery were PCS services and occasionally uncompleted professional services not essential to the functionality of the product. Orders for the NAVL products consist of term software licenses and PCS services which are recognized ratably over the term of the arrangement, typically one year. |
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Under the revenue recognition guidance discussed in the first paragraph above, the Company allocates revenue to each element in an arrangement based on relative selling price using a selling price hierarchy. The selling price for a deliverable is based on its VSOE, if available, third party evidence (“TPE”), if VSOE is not available, or the Company’s best estimate of selling price (“ESP”), if neither VSOE nor TPE is available. The maximum revenue recognized on a delivered element is limited to the amount that is not contingent upon the delivery of additional items. In arrangements that include NAVL or non-essential software (“software deliverables”), revenue is allocated to each separate unit of accounting for the non-software deliverables and to the software deliverables as a group using the relative selling prices of each of the deliverables in the arrangement. Revenue allocated to the software deliverables as a group is then allocated first to the PCS services based on VSOE, and then to the software, using the residual method under the software revenue recognition guidance. |
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The Company determines VSOE for PCS based on a percentage of products purchased, with different rated based on service level. The Company has determined that these rates represent VSOE for PCS based on its history of charging these rates for PCS to customers upon renewal. The Company has a history of such renewals, the vast majority of which are at the VSOE rate on a customer basis. PCS revenue is recognized ratably over the life of the contract. A portion of service revenue is derived from customization not essential to the functionality of the product, implementation and training services. The Company uses the completed-contract method to recognize such revenue. |
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As the PacketLogic hardware and software products are rarely sold separately, the Company generally does not have VSOE for these products, and TPE is not available. The Company determines the ESP for these hardware and software deliverables considering internal factors such as discounting and pricing policies, and external factors such as market conditions in different geographies and competitive positioning. |
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In certain contracts, billing terms may be agreed upon based on performance milestones such as the execution of a measurement test, a partial delivery or the completion of a specified service. Payments received before the unconditional acceptance of a specific set of deliverables are recorded as deferred revenue until the conditional acceptance has been waived. |
Income Taxes | Income Taxes |
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The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which are recorded on the Company’s consolidated balance sheets. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the consolidated statements of operations. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. |
Shipping and Handling Costs | Shipping and Handling Costs |
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The Company includes shipping and handling costs associated with inbound and outbound freight in costs of goods sold. |
Research and Development | Research and Development |
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Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses, prototype materials, initial product certifications, equipment costs and allocated facility costs. External expenses consist of costs associated with outsourced software development activities. |
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Development costs incurred in the research and development of new products, other than software, and enhancements to existing products are expensed as incurred. Costs for the development of new software products and enhancements to existing products are expensed as incurred until technological feasibility has been established, at which time any additional development costs would be capitalized. To date, the Company’s software has been available for general release shortly after being determined to be technologically feasible, which the Company defines as a working prototype. Accordingly, those costs have not been material. |
Advertising Costs | Advertising Costs |
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Advertising expenses consist primarily of costs incurred in the design, development and printing of Company literature and marketing materials. Advertising costs are expensed as incurred. Advertising expenses were not significant for the years ended December 31, 2014, 2013 and 2012. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) |
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Comprehensive income (loss) consists of net income or loss and other gains and losses affecting stockholders’ equity that, under generally accepted accounting principles, are excluded from net income or loss. For the Company, such items consist of unrealized gains and losses on available-for-sale short-term investments and foreign currency translation gains and losses. |
Foreign Operations | Foreign Operations |
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The accompanying balance sheets contain certain recorded Company assets in foreign countries, primarily Sweden, Canada and Australia. Although these countries are considered economically stable and the Company has experienced no notable burden from foreign exchange transactions, export duties or government regulations, it is always possible that unanticipated events in foreign countries could have a material adverse effect on the Company’s operations. |
Foreign Currency Translation | Foreign Currency Translation |
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The functional currency of the Company’s foreign subsidiaries is the local currency. The revenue and expenses of such subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting cumulative translation adjustments are reported in comprehensive income (loss). Currency transaction gains and losses are recognized in current operations. |
Business Segments | Business Segments |
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The Company has one reportable operating segment. The Company's Chief Operating Decision Maker ("CODM"), the Chief Executive Officer, evaluates performance and makes decisions regarding allocation of resources based on certain metrics including segment revenue, gross profit and operating income (loss) measures (see Note 16). |