UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| | | |
| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | | For the fiscal year ended July 31, 2009 |
| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | | For the transition period from to |
Commission file number:001-33347
Aruba Networks, Inc.
(Exact name of registrant as specified in its charter)
| | | |
| Delaware | | 02-0579097 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
1344 Crossman Ave.
Sunnyvale, California94089-1113
(408) 227-4500
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| | | |
Title of Each Class | | Name of Exchange on Which Registered |
| |
| Common Stock, par value $0.0001 per share | | The NASDAQ Stock Market LLC
(NASDAQ Global Market) |
Securities registered pursuant to 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):
| | | |
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Act.) Yes o No þ
As of January 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, shares held by non-affiliates of the registrant had an aggregate market value of $154,798,085, based on the closing price reported for such date on the NASDAQ Global Market.
The number of outstanding shares of the registrant’s Common Stock, $0.0001 par value, was 88,131,450 shares as of October 1, 2009.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the registrant’s 2009 Annual Meeting of Stockholders are incorporated by reference in Part III of thisForm 10-K.
PART I
In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, among other things, statements concerning our expectations:
| | |
| | • | that revenues from our indirect channels will continue to constitute a significant majority of our future revenues; |
| |
| | • | that competition will intensify in the future as other companies introduce new products in the samemarkets we serve or intend to enter; |
| |
| | • | that we will continue to realize increased operating efficiencies by growing our offshore operations and establishing additional offshore capabilities for certain general and administrative functions; |
| |
| | • | that international revenues will increase in absolute dollars compared to fiscal 2009 and remain consistent as a percentage of total revenues in future periods; |
| |
| | • | that, as our customer base grows over time, the proportion of our revenues represented by support revenues will increase; |
| |
| | • | that we will strategically hire employees throughout the company; |
| |
| | • | that we will continue to invest significantly in our research and development efforts; |
| |
| | • | that research and development expenses for fiscal 2010 will increase on an absolute dollar basis and remain consistent or decrease as a percentage of revenue compared with fiscal 2009; |
| |
| | • | that we will continue to incur operating losses in the future as a result of the expenses associated with the continued development and expansion of our business, including expenditures to hire additional personnel relating to sales and marketing and technology development; |
| |
| | • | that we will continue to invest strategically in our sales and marketing efforts; |
| |
| | • | that sales and marketing expenses for fiscal 2010 will continue to be our most significant operating expense and will increase on an absolute dollar basis and decrease as a percentage of revenue compared with fiscal 2009; |
| |
| | • | that we will incur significant additional legal costs related to defending ourselves against claims made by outside parties; |
| |
| | • | that general and administrative expenses for fiscal 2010 will increase on an absolute dollar basis and remain consistent or decrease as a percentage of revenue compared with fiscal 2009; |
| |
| | • | that ratable product and related professional services and support revenues will decrease in absolute dollars and as a percentage of total revenues in future periods; |
| |
| | • | that, as we expand internationally, we plan to continue to hire additional technical support personnel to support our growing international customer base; and |
| |
| | • | regarding the sufficiency of our existing cash, cash equivalents, short-term investments and cash generated from operations, |
as well as other statements regarding our future operations, financial condition and prospects and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report, and in particular, the risks discussed under the heading “Risk Factors” in Part I, Item 1A of this report and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
3
Overview
We securely deliver the enterprise network to users, wherever they work or roam using a combination of solutions. Our adaptive 802.11n Wi-Fi networks optimize themselves to ensure that users are always within reach of mission-critical information. By rightsizing expensive wired local area networks (“LANs”) with our high-speed 802.11n Wi-Fi, users can potentially reduce both capital and operating expenses. Identity-based security assigns access policies to users, enforcing those policies whenever and wherever a network is accessed. Our Virtual Branch Networking solutions for branch offices, fixed telecommuters, and satellite facilities ensure uninterrupted remote access to applications. Finally, our multi-vendor network management solutions provide a single point of control while managing both legacy and new wireless networks from us and our competitors.. The products we license and sell include the ArubaOS operating system, optional value-added software modules, a centralized and vendor neutral mobility management system, high-performance programmable Mobility Controllers, wired and wireless access points, wireless intrusion detection tools, spectrum analyzers, and endpoint compliance solutions.
Our products have been sold to over 7,600 end customers worldwide (not including customers ofAlcatel-Lucent, our largest channel partner), including some of the largest and most distributed global organizations. In fiscal 2009, we added 2,200 new customers which contributed toyear-over-year revenue growth of 11.8% despite the economic downturn. We have now implemented a two-tier distribution model in most areas of the world, including the United States, with value added distributors (“VADs”) selling our portfolio of products, including a variety of our support services, to a diverse number of value added resellers (“VARs”). Our focus continues to be management of our channel including selection and growth of high prospect partners, activation of our VARs and VADs through active training and field collaboration, and evolution of our channel programs in consultation with our partners.
Our ability to increase our product revenues will depend significantly on continued growth in the market for enterprise mobility and remote networking solutions, continued acceptance of our products in the marketplace, our ability to continue to attract new customers, our ability to compete, the willingness of customers to displace wired networks with wireless LANs, and our ability to continue to sell into our installed base of existing customers. Our growth in support revenues is dependent upon increasing the number of products under support contracts, which is dependent on both growing our installed base of customers and renewing existing support contracts. Our future profitability and rate of growth, if any, will be directly affected by the continued acceptance of our products in the marketplace, as well as the timing and size of orders, product and channel mix, average selling prices, costs of our products and general economic conditions. Our future profitability will also be affected by our ability to effectively implement and generate incremental business from our two-tier distribution model, the extent to which we invest in our sales and marketing, research and development, and general and administrative resources to grow our business, and current economic conditions.
Economic conditions worldwide have negatively impacted our business. While we believe in the long-term growth prospects of the WLAN market, the deterioration in overall economic conditions and, in particular, tightening in the credit markets and reduced spending by both enterprises and consumers have significantly impacted various industries on which we rely for purchasing our products. This has led to our customers deferring purchases in response to tighter credit, negative financial news and delayed budget approvals. For example, we have recently experienced softness in the retail vertical market, as our customers in the retail industry continue to struggle with these economic challenges.
While we saw signs of some stabilization and improved visibility in the second half of fiscal 2009 relative to the first half of fiscal 2009, the economic turmoil in the United States, the continuing credit crisis that has affected worldwide financial markets, the significant volatility in the stock markets and other current negative macroeconomic indicators, such as the global recession, or uncertainty or further weakening in key vertical or geographic markets, have resulted in reductions in capital expenditures by end user customers for our products, longer sales cycles, the deferral or delay of purchase commitments for our products and increased competition. These factors have created significant and increasing uncertainty for the future as they could continue to negatively impact technology spending for the products and services we offer and materially adversely affect our business, operating results and financial condition.
4
The revenue growth that we have experienced has been driven primarily by an expansion of our customer base coupled with increased purchases from existing customers. We believe the growth we have experienced is the result of business enterprises needing to provide secure mobility to their users in a manner that we believe is more cost effective than the traditional approach of using port-centric networks. While we have experienced both longer sales cycles and seasonality, both of which have slowed our revenue growth, we believe that, without the effect of the current economic conditions, our revenues may have increased at a higher rate during fiscal 2009.
Each quarter, our ability to meet our product revenue expectations is dependent upon (1) new orders received, shipped, and recognized in a given quarter, (2) the amount of orders booked but not shipped in the prior quarter that are shipped in the current quarter, and (3) the amount of deferred revenue entering a given quarter. Our ability to meet our forecasted revenue is dependent on our ability to convert our sales pipeline into product revenues from orders received and shipped within the same fiscal quarter. Our product deferred revenue is comprised of revenue associated with product orders that have shipped but where the terms of the agreement contain acceptance terms and conditions or other terms that require that the revenue be deferred until all revenue recognition criteria are met, as well as those customer contracts that we entered into prior to our establishment of vendor-specific objective evidence (“VSOE”) of fair value. We typically ship products within a reasonable time period after the receipt of an order.
In November 2008, as a result of the macroeconomic downturn, our board of directors approved a plan to reduce our costs and streamline operations through a combination of a reduction in our work force and the closing of certain facilities. The majority of the reduction in our work force was completed in the second quarter of fiscal 2009 and the remaining reduction was completed in the third quarter of fiscal 2009. The reduction in our work force resulted in the termination of 46 employees worldwide, or about 8% of our global work force. Expenses associated with the work force reduction, which were comprised primarily of severance and benefits payments as well as professional fees associated with career transition services, totaled $1.1 million. Additionally, we closed facilities in California and North Carolina and incurred facility exit costs of $0.3 million as a result. These expenses were recorded in the second quarter of fiscal 2009. These cost reduction efforts, when added to our other cost control measures, resulted in a savings of approximately $2.0 million during the second quarter of fiscal 2009. We realized approximately $5.0 million in additional savings during the second half of fiscal 2009 based on all of our cost reduction efforts. These efforts included a decrease in marketing, travel and entertainment, outside contractor and other discretionary expenses as well as hiring controls.
In February 2009, we commenced an exchange offer to allow certain of our employees the opportunity to exchange all or a portion of their eligible outstanding stock options for the same number of new options. The new options had an exercise price of $2.91, equal to the closing price per share of our common stock on March 17, 2009. Stock options held by eligible employees with exercise prices above this closing price were eligible for the exchange offer. Generally, all employees who hold options, other than our board members, Section 16 officers and employees located in China, France, India or the Netherlands, were eligible to participate in the program.
The number of shares of common stock subject to outstanding options did not change as a result of the exchange offer. New options issued as part of the exchange offer are subject to a new vesting schedule in which one third of the shares subject to each new option grant will vest on the one year anniversary of the new grant date with the remaining shares vesting in equal monthly installments over the following two years. The new options will have a maximum term of seven years following the new grant date. We will recognize $3.4 million in incremental stock-based compensation expense over the vesting period of the new grants. We recognized $0.4 million in incremental stock-based compensation expense arising from the new options that were issued as part of the exchange offer.
Industry Background
Network users are growing increasingly mobile and depend on continuous access to enterprise networks in order to work productively in the office, at home, or on the road. No longer just a convenience, mobile computing and connectivity are business critical infrastructure that must deliver to mobile users the same experience, access to data, and security as they would enjoy at the office. Effectively implemented, secure mobility solutions offer a significant competitive advantage by allowing resources to be used optimally and at lowest cost. The ultimate goal
5
is to untether completely from restrictive wired networks and create an all-wireless workplace — a place in which users have the freedom to work, or telework, from anywhere.
Delivering secure mobility solutions requires that certain challenges be overcome:
| | |
| | • | Enabling both security and mobility — Radio waves cannot be confined within a building’s walls, challenging traditional wired network physical security models that depend on an impenetrable perimeter. To enable mobility, network access privileges and permissions must be clearly defined on a per-user basis to enable secure access and the reliable delivery of data, voice, video, and other applications to mobile users. Unauthorized wireless devices that could potentially circumvent network security must be detected and prevented. |
| |
| | • | Delivering applications in a mobile environment — Many applications that are intended to be delivered over a fixed network may performsub-optimally in a mobile environment without additional processing. This is especially true for mission-critical data and latency-sensitive voice and video applications. Enabling a network to recognize and adapt to an application — so-called “application awareness” — allows data, voice and video to be delivered more reliably, enhancing the performance and utility of the application. |
| |
| | • | System integration — Enterprise-class mobility solutions require more than just wireless access. Security, application, network, and radio frequency (“RF”) management services are also necessary, potentially increasing the complexity of a system as it grows in size and scope. To be effective, a mobility solution must minimize deployment and integration complexity, and support massive scalability, without requiring expensive upgrades to existing networking infrastructure. |
| |
| | • | Management — Network management is the heart of any secure mobility solution because it so profoundly affectsease-of-use and on-going operating costs associated withset-up, diagnostics, maintenance, and upgrades. Centralized management allows even the largest enterprise to be supported with minimal IT overhead, while support for multiple vendors allows legacy infrastructure to coexist with the newest technologies like high-speed 802.11n Wi-Fi. |
| |
| | • | Support for emerging mobile applications — Secure mobility solutions need to be future-proof, ready to support emerging applications such as enterprise fixed mobile convergence (“eFMC”)cellular-to-Wi-Fi applications and location-based services such as asset tracking and inventory management. |
We believe that our user-centric networks are fundamentally different from alternative mobility solutions. In traditional enterprise networks, users are connected to physical ports using wire cables. These port-centric architectures assume a static relationship between a user and a port, and the network access policies and application delivery priorities are not designed to accommodate — and therefore limit — user mobility. To enable user mobility, the fixed ports must either be opened so any user can connect from any port, or they must be connected to wireless LANs. Both of these options reduce network security and application performance in a port-centric architecture. To allow remote users to securely access a port-centric network, enterprises commonly deploy virtual private networks (“VPNs”), which increase cost and complexity while often degrading the user experience and application performance. None of these alternatives address the fundamental challenge of convenient and secure user access, reliable application delivery, or delivering a consistent user experience across both wireless and wired networks at local and remote locations.
We address the secure mobility problem using a user-centric architecture that assigns network access policies to users instead of to data ports or other infrastructure. As soon as a user is authenticated by our policy enforcement firewall, access policies are immediately enforced for that individual, regardless of whether they’re working in the office, from home, or on the road. Our security mechanisms allows unrestricted mobility and a common user experience whenever, and wherever, the network is accessed.
While this design puts wireless networking on an equal footing with wired networks with respect to security, it also provides enhanced mobility and potentially increases user productivity and operational efficiencies. Within a campus environment these benefits are typically realized by customers who “rightsize” their networking infrastructure by deploying Wi-Fi wherever it is possible to do so, and wired Ethernet only where there is no wireless alternative. For users at branch offices or on the road, user-centric technology extends the enterprise network
6
wherever it is needed. Leveraging this capability, our Virtual Branch Networking solution delivers an“in-the-office” experience to fixed teleworker and branch office users across town or around the world.
Other key elements of the user-centric architecture include:
| | |
| | • | Adaptive Wireless — Our adaptive 802.11a/b/g/n wireless LANs enhance productivity and collaboration by delivering high performance wireless data, voice, and video connections even in dense deployments and noisy RF environments. Our solutions scale for campus applications yet remain cost-effective for branch deployments. They can be used both indoors and outdoors, and support secure enterprise mesh for completely wireless networking. |
| |
| | • | Identity-Based Security — Our solutions enable IT departments to deliver authentication, encryption, and access control services to all users using a single integrated, low-power appliance. Additional services, such as VPNs or access control firewalls, are not required, reducing IT overhead and expenses. |
| |
| | • | Application Awareness — Our user-centric network is application-aware, and the network dynamically adjusts to improve the performance of data, voice, and video applications delivered in a mobile enterprise environment. IT managers can use our architecture to implement policies that prioritize and optimize services based on the specific userand/or the application being delivered. |
| |
| | • | Vendor-Agnostic Network Management — Our AirWave Wireless Management Suite is a multi-vendor network management platform that provides business-critical insights into the operation of wireless networks made by some 25 vendors. Whether managing a single vendor network, or a multi-vendor legacy system in transition to 802.11n, the AirWave platform extends the life of existing infrastructure investments and lowers IT overhead associated with managing a dynamic network. |
| |
| | • | Easy To Deploy, Easy To Use — We have designed our architecture as a non-disruptive overlay to existing enterprise networks, allowing quick deployment by leveraging existing infrastructure. Additionally, we have integrated all of the disparate elements of enterprise mobility — security, application, network and RF management services — into a single architecture, making it easy and less expensive for IT departments to deploy our solution together with existing networks and security infrastructure. |
| |
| | • | Cost-Effective Scalability — We believe our architecture provides industry leading scalability through its ability to support up to 100,000 concurrent users from a single centralized point of control. In addition, our integrated solution reduces the amount and type of equipment required to enable mobility within a given location. As a result, our architecture enhances management efficiency and reduces equipment and personnel costs, allowing enterprise IT managers to scale enterprise mobility solutions in a cost-effective manner. |
| |
| | • | Flexible Platform Supports Emerging Applications — Our mobility solution architecture combines the flexibility of modular software with high-performance, programmable hardware. This combination enables us to rapidly introduce new applications, such as enterprise fixed mobile convergence and location-based services to track users and assets. |
| |
| | • | Remote Networking — Our Virtual Branch Networking solutions extend the benefits of centralized management and secure networking to branch offices, teleworkers, and road warriors. Simple to deploy, use and maintain — and with the option to use 3G cellular broadband connections — these remote networking solutions extend the enterprise network virtually anywhere . |
| |
| | • | Network Rightsizing — Our Network Rightsizing initiative is designed to provide our customers with opportunities to realize cost savings and reduce their carbon footprint by balancing their wired and wireless LAN infrastructure to meet actual user demand. Rightsizing is a three-step process that involves assessing wired Ethernet LAN utilization, consolidating edge switches to meet actual usage, and expanding the wireless LAN to meet growing demand. We believe that cost savings can result from, among other things, fewer switch service contracts, lower electricity consumption, and reduced air conditioning loading. Our returns on investment calculators help predict the monetary and carbon savings opportunities based on company size and network configuration. |
7
Our Strategy
Our goal is to establish our secure mobility solution as the de facto standard for global education, enterprise, finance, government, healthcare, hospitality, industrial, and retail verticals. In pursuit of this quest, we believe that the following key elements of our strategy will help us maintain our competitive advantage:
| | |
| | • | Drive adoption across the enterprise — Many enterprises initially deploy our solutions at corporate headquarters or main campus locations. Our objective is to penetrate remote locations and gain adoption by mobile users across corporate, government or educational campuses, as well as in branch and home offices. We intend to do so by emphasizing the productivity enhancements and cost-efficiency of our approach. By rightsizing networking infrastructure — using wired networks only where absolutely necessary and 802.11n wireless LANs “everywhere else.” Using our cost-effective Virtual Branch Networking for remote sites, users can enhance mobility, obtain a uniform network experience, and lower both operating and capital expenditures. |
| |
| | • | Maintain and extend our software offerings — We believe that the integrated encryption, authentication, and network access technology embedded in the ArubaOS operating system are key competitive differentiators. We intend to continue enhancing the ArubaOS operating system and our centralized mobility management architecture to maintain our position as a technology innovator. We also intend to extend the functionality and performance of the ArubaOS operating system with additional software modules such asvideo-over-IP and location-based services. Finally, we intend to continue enhancing the capabilities of our multi-vendor AirWave Wireless Management Suite to both support additional competitive products and enhance the underlying features of this market-leading platform. |
| |
| | • | Utilize channel partners to expand our global market penetration — We intend to increase our market penetration and extend our geographic reach through the expansion of our network of channel partners. We plan to expand our growing channel footprint and will tailor training and support programs to help drive this expansion. |
| |
| | • | Realize increased operating efficiencies— We currently outsource our hardware manufacturing to overseas contract manufacturers such as Flextronics, and have established offshore research and development and customer support capabilities. We plan to continue to realize increased operating efficiencies by growing these offshore operations, and by establishing additional offshore capabilities for certain general and administrative functions. |
| |
| | • | Expand our base of technology partners — We will continue expanding our network of technology companies that enhance and complement our unified mobility solutions with security solutions, management tools, connectivity devices, and mobility applications. |
Products
Our secure mobility solutions integrate the ArubaOS operating system together with adaptive Wi-Fi networks, identity-based security, wired and wireless remote networking devices, and centralized multi-vendor network management. The resulting mobility solution enhances productivity, fosters workplace collaboration, and ensures the continuity of business-critical processes, regardless of where users work or roam. Our solutions can be overlaid on top of existing networks and security solutions, preserving or extending the useful life of investments in legacy network infrastructure.
ArubaOS
ArubaOS serves as the system software for our architecture. It uniquely integrates user-based security, application-aware RF services and wireless LAN access to deliver the most scalable secure mobile networking solution for large and mid-sized enterprises. ArubaOS comes standard with comprehensive centralized controls, and additional security and mobility functionality that can be added or unlocked via licensed software modules.
8
Additional Software Modules for ArubaOS
Licensed software modules extend the base capabilities of ArubaOS. Over time, certain software modules become part of the ArubaOS. Currently, our available modules include:
| | |
| | • | Policy enforcement firewall — delivers user and group policy enforcement. Policies can be centrally defined and enforced on a per-user or per-group basis, following users as they move throughout the enterprise network. |
| |
| | • | Wireless intrusion protection — identifies and protects against malicious attacks on wireless networks, as well as vulnerabilities caused by unauthorized access points and client devices. |
| |
| | • | Remote Access Point — extends the enterprise network to roaming users, telecommuters, home/branch offices, construction trailers, and disaster recovery sites that have a wired or 3G backhaul Internet connection. Used in conjunction with any of our access points, this software allows seamless connectivity for remote users. |
| |
| | • | External services interface — delivers a set of control and management interfaces to seamlessly integrate third-party network devices, incremental software modules, and services into user-centric networks. |
| |
| | • | Secure Enterprise Mesh — allows our access points to connect wirelessly to other access points to provideLAN-to-LAN bridging, outdoor coverage without wires, or wireless offices and workspaces. |
| |
| | • | xSec — provides wired and wireless Federal Information Processing Standard (“FIPS”)140-2 validated encryption technology designed for high-security networks. |
| |
| | • | Voice Services — delivers standards-based voice over Wi-Fi plus voice control and management innovations enabled by our application-aware architecture. Voice Services Module supports large-scale voice deployments and provides a foundation for fixed mobile convergence. |
Aruba Multi-Service Mobility Controllers
Our high-performance Multi-Service Mobility Controllers oversee the operation of our secure mobility solutions. These purpose-built platforms run ArubaOS and its associated software modules, and can scale to meet the needs of large multi-national networks while handling the high-throughput needs of 802.11n wireless networks. The controllers share a common hardware architecture that includes a dedicated control processor, a high-performance programmable network processor unit, and a unique programmable encryption engine. Multi-Service Mobility Controllers aggregate network traffic from access points, process it using our software controls, and deliver it to the network.
Our family of controllers includes multiple models, sized and priced to support a wide variety of applications from small offices and retail stores to branch and regional offices to large campuses and multi-national deployments.
Wireless Access Points and Wired Access Concentrators
Our wireless access points and wired access concentrators serve as on-ramps that aggregate user traffic onto the enterprise network and direct this traffic to Multi-Service Mobility Controllers. In addition to providing network access, our wireless access points provide security monitoring services for wireless networks. Wireless access points, available in indoor and outdoor versions, provide connectivity to clients using 802.11a/b/g/n Wi-Fi, which is supported by a broad array of consumer and commercial devices.
Wired access concentrators are designed for use in conference rooms, auditoriums, public areas, and roaming applications in which secure wired network access is required. Wired access concentrators connect to client devices using standard Ethernet protocol and forward network traffic to a Multi-Service Mobility Controller which enforce identity-based security and mobility policies.
9
Virtual Branching Networking Solutions
Our Virtual Branch Networking software does for branch connectivity and security what data center virtualization did for desktop applications. PC desktop virtualization has resulted in cost-savings and security benefits that come from the centralized control and management of business-critical tasks. These benefits have not accrued to remote site networking because existing vendors missed the virtualization revolution and rely on a proliferation of subnets, ports, and VLANs to manage and control users — effectively creating multiple networks at each site. This design is costly and complex to deploy and maintain.
Virtual Branch Networking turns the remote networking model on its head by virtualizing complex services at data center controllers, thereby simplifying the workload and cost of connecting remote users. Unlike a standard VPN, the solution is easily configured, requires no user training, and delivers aplug-and-play experience. Low-cost Remote Access Points and Branch Office Controllers allow remote users to be securely, simply, and inexpensively connected to the enterprise network.
Management Analytics and Threat Prevention
We offer a comprehensive suite of applications for planning, monitoring, fault management, real-time troubleshooting, reporting, RF coverage and location visualization for designing, maintaining, and securing wireless networks. Our patent-pending wireless intrusion detection and prevention (“WIDP”) system features a two-tier system architecture — dual-radio sensors and a central security server. This powerful wireless security solution incorporates the Wireless Threat Protection Framework — including user-defined threat signatures — for complete threat detection, attack prevention, “no wireless” policy enforcement, and compliance reporting inside the enterprise. The result is a wireless network that is secured against intentionally perpetrated intrusions and unintentional vulnerabilities caused through misconfigured network equipment.
AirWave Wireless Management Suite
AirWave Wireless, a division of Aruba Networks, is a leading provider of specialized tools to centrally manage large, multi-vendor wireless LAN, mesh, and WiMax networks. The AirWave suite provides a single, easy-to-use console that gives the entire IT staff full visibility and control over their wireless network and its users.
Legacy and new networking equipment often need to runside-by-side, in some cases for several years, because of multi-year capital equipment purchasing cycles and the introduction of new networking technology like 802.11n. The AirWave platform eases technology transitions by extending the life of existing capital investments and enabling multi-vendor solutions to be run from a common, centralized network management system. Most wireless vendors offer only proprietary management solutions geared towards their own products. In contrast, the AirWave suite manages networks and products from Aruba and more than 25 other vendors.
In addition to providingbest-in-class multi-vendor mobility management tools, AirWave software can be used for remote managed service applications targeted by some of our service provider partners. The tool suite includes the AirWave Management Platform, VisualRFtm Location and Mapping Module, RAPIDStm Rogue Detection Module, and AirWave Master Console & Failover Servers.
10
Customers
Our products have been sold to over 7,600 end customers worldwide (excluding end-customers of Alcatel-Lucent) in most major industries including construction, education, finance, government, healthcare, hospitality, manufacturing, media, retail, technology, telecom, transportation, and utilities. Our products are deployed in a wide range of organizations from small organizations to large multinational corporations, including:
| | | | | |
United States | | EMEA | | Asia Pacific and Other |
| |
| California State University | | BAA | | NTT Data Corporation |
| Boston Medical Center | | Norwegian Ministry of Foreign Affairs | | Samsung Medical Center |
| Hess Corporation | | Saudi Aramco | | New South Wales DET |
| Microsoft | | NCC Construction Sweden | | Santos-Brasil SA |
| Navy Exchange Service Command | | KPMG Netherlands | | Export-Import Bank of Thailand |
| United States Air Force | | King Khalid University Hospital | | University of Tokyo |
End user customers purchase our products directly from us and through our VARs, VADs and original equipment manufacturers (“OEMs”). For a description of our revenues based on our customers’ geographic locations, see Note 12 of Notes to Consolidated Financial Statements.
Sales and Marketing
We sell our products and support directly through our sales force and indirectly through our VARs, VADs and OEMs:
| | |
| | • | Our sales force — We have a sales force in each of the following regions: the Americas, Europe, Middle East and Africa (“EMEA”), Asia Pacific (“APAC”) and throughout the rest of the world. Each sales force is responsible for managing all direct as well as channel business within its designated geographic territory. |
| |
| | • | VARs, VADs and OEMs —. Our VARs, VADs and OEMs market and sell our products to a broad array of organizations. Some of these VARs also purchase our solutions and offer them to their end customers as a managed service. |
We have continued to grow the use of our channel partners in each of our theatres of operations. In total, we have brought on board nearly 200 new channel partners during the past fiscal year.
As part of our continuing efforts to improve operating leverage through our channel partners we are piloting a new sales engagement model that puts the VARs, our channel managers, and Aruba’s inside sales team at the center of managing smaller-sized deals. This in turn permits our direct sales teams to be able to increasingly focus on winning large global customers.
Our marketing activities include lead generation, tele-sales, advertising, web site operations, direct marketing, and public relations, as well as participation at technology conferences and trade shows.
Customer Service, Support and Training
We offer tiered customer service and support programs that encompass hardware, software, and access to future software upgrades on awhen-and-if available basis. In order to better serve our customers, we have support centers in Sunnyvale, California and Chennai, India available to respond 24x7x365. Service and support for end customers of our VARs, VADs and OEMs are typically provided by these channel partners, to whom we provide backup support. Our training department conducts basic and advanced courseson-site at customer locations, third-party regional training facilities, and at our headquarters training facility in Sunnyvale, California. As part of our training program, we offer certification programs to demonstrate that participants have successfully completed the program and passed written and practical exams covering our products, networking, and wireless technologies.
Research and Development
Continued investment in research and development is critical to our business. To this end, we have assembled a team of engineers with expertise in various fields, including networking, security and RF. Our research and
11
development efforts are focused in Sunnyvale, California and Bangalore, India. We have invested significant time and financial resources into the development of our unified mobility solutions and architecture. We will continue to expand our product offerings and solutions capabilities in the future and plan to dedicate significant resources to these continued research and development efforts. Research and development expenses for fiscal years 2009, 2008 and 2007 are disclosed in the consolidated statements of operations.
Manufacturing
We outsource the manufacturing of the majority of our hardware products to Flextronics which helps us optimize our operations by lowering costs and reducing time to market. Our agreement with Flextronics is automatically renewed each year for successive one year terms unless we or Flextronics provides at least 90 days’ advance written notice to the other party of an intent not to renew. In addition, this agreement may be terminated by us or Flextronics for any reason upon 180 days’ advance written notice to the other party.
Our products are primarily manufactured in Flextronics’ Shanghai, China facility. We also utilize Flextronics’ facility in Singapore for limited production of specialized products, and we operate one of our two fulfillment centers for all customer shipments destined for APAC and EMEA locations. Our second fulfillment center located in Sunnyvale, California is responsible for all customer shipments destined to locations in the Americas. We perform rigorous in-house quality control inspection and testing at both of our fulfillment centers to ensure the reliability and quality of our hardware components.
We utilize components from many suppliers. Whenever possible, we strive to have multiple sources for these components to ensure continuous supply and competitive costs. We work in conjunction with the extensive supply chain management organization at Flextronics to select and utilize suppliers with established delivery and quality track records. We source a limited number of components that are technically unique and only available from specific suppliers, and neither we nor Flextronics have entered into long-term supply agreements with any of these suppliers. In these cases, we typically maintain a close direct relationship with these suppliers to ensure that supply meets our requirements including, in some cases, entering into license agreements that allow us to incorporate certain of their components into our products.
We also incorporate certain generally available software programs into our Aruba Mobile Edge Architecture pursuant to license agreements with third parties. We have also entered into license agreements with Atheros Communications, Inc. (“Atheros”), RMI Inc. (“RMI”) and Broadcom Corporation (“Broadcom”), each of which is a sole supplier of certain components used by Flextronics, our contract manufacturer, in the manufacture of our products.
Although the contract manufacturing services required to manufacture and assemble our products may be readily available from a number of established manufacturers, it is time consuming and costly to qualify and implement contract manufacturer relationships. Therefore, if Flextronics, Atheros, RMI, Broadcom or any other sole source supplier suffers an interruption in its business, or experiences delays, disruptions or quality control problems in its manufacturing operations, or we have to change or add additional contract manufacturers or suppliers of our sole sourced components, our ability to ship products to our customers would be delayed, and our business, operating results and financial condition would be adversely affected.
Competition
The market for secure mobility products is highly competitive and constantly evolving. We believe that we compete primarily on the basis of providing a comprehensive solution that enables mobility, security, and the delivery of converged application services. We believe other principal competitive factors in our market include the total cost of ownership, performance of software and hardware products, ability to deploy easily into existing networks, interoperability of networks with other devices, ability to easily scale, ability to provide secure mobile access to the network, speed of mobile connectivity, and ability to allow the centralized management of networks. Our competitive position also depends on our ability to innovate and adapt to meet the evolving needs of our customers. We believe we compete favorably in each of these areas.
We expect competition to intensify in the future as other companies introduce new products in the same markets we serve or intend to enter. This competition could result in increased pricing pressure, reduced profit margins, increased
12
sales and marketing expenses and failure to increase, or the loss of, market share, any of which would likely seriously harm our business, operating results or financial condition. If we do not keep pace with product and technology advances, there could be a material adverse effect on our competitive position, revenues and prospects for growth.
Our primary competitors include Cisco Systems, primarily through its Wireless Networking Business Unit, Hewlett-Packard, and Motorola. We also face competition from a number of smaller private companies and new market entrants.
Intellectual Property
Our success as a company depends critically upon our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including patents, trade secrets, copyrights and trademarks, as well as customary contractual protections.
We have been granted six United States patents, and have over 65 provisional and non-provisional patent applications pending in the United States. We intend to file counterparts for these patents and patent applications in other jurisdictions around the world as appropriate.
Our registered trademarks in the United States are AIRWAVE, ARUBA NETWORKS, ARUBA WIRELESS NETWORKS, ARUBA MOBILITY MANAGEMENT SYSTEM, FOR WIRELESS THAT WORKS, MOBILE EDGE ARCHITECTURE, PEOPLE MOVE. NETWORKS MUST FOLLOW, RFPROTECT, and ARUBA THE MOBILE EDGE COMPANY. We have United States trademark applications pending to register GREEN ISLAND. We have filed international trademark applications for the marks ARUBA NETWORKS, ARUBA THE MOBILE EDGE COMPANY and PEOPLE MOVE. NETWORKS MUST FOLLOW.
In addition to the foregoing protections, we generally control access to and use of our proprietary software and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers and partners, and our software is protected by United States and international copyright laws.
Corporate Information
We were incorporated in Delaware in February 2002. Our principal executive offices are located at 1344 Crossman Ave., Sunnyvale, California94089-1113, and our telephone number is(408) 227-4500. Our website address iswww.arubanetworks.com
Employees
As of July 31, 2009, we had approximately 545 employees in offices in North America, Europe, the Middle East and the Asia Pacific region, of which 260 were engaged in sales and marketing, 177 were engaged in research and development, 55 were engaged in general and administrative functions, 33 were engaged in customer services and 20 were engaged in operations. None of our employees are represented by labor unions, and we consider current employee relations to be good.
Website Posting of SEC Filings
Our annual reports onForm 10-K, quarterly reports onForm 10-Q, current reports onForm 8-K and amendments to such reports are available, free of charge, on our website and can be accessed by clicking on the “Company/Investor Relations��� tab. Further, a copy of this annual report onForm 10-K is located at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding our filings atwww.sec.gov.
13
Risks Related to Our Business and Industry
Our business, operating results and growth rates may be adversely affected by unfavorable economic and market conditions.
Economic conditions worldwide have negatively impacted our business. While we believe in the long-term growth prospects of the WLAN market, the deterioration in overall economic conditions and, in particular, tightening in the credit markets and reduced spending by both enterprises and consumers have significantly impacted various industries on which we rely for purchasing our products. This has led to reductions in capital expenditures by end user customers for our products, longer sales cycles, the deferral or delay of purchase commitments for our products or reviews of existing infrastructure that could otherwise drive demand for our products, and increased competition. These factors have adversely impacted our operating results and have created significant and increasing uncertainty for the future. For example, our total revenues in the second and third quarters of fiscal 2009 decreased sequentially. In addition, our business depends on the overall demand IT and on the economic health of our current and prospective customers. We cannot be assured of the level of IT spending, the deterioration of which could have a material adverse effect on our results of operations and growth rates. The purchase of our products or willingness to replace existing infrastructure in some vertical markets may be discretionary and may involve a significant commitment of capital and other resources. Therefore, weak economic conditions, or a reduction in information technology (“IT”) spending would likely adversely impact our business, operating results and financial condition in a number of ways, including longer sales cycles, lower prices for our products and services, and reduced unit sales. In addition, if interest rates rise or foreign exchange rates weaken for our international customers, overall demand for our products and services could be further dampened, and related IT spending may be reduced.
We compete in new and rapidly evolving markets and have a limited operating history, which makes it difficult to predict our future operating results
We were incorporated in February 2002 and began commercial shipments of our products in June 2003. As a result of our limited operating history, it is very difficult to forecast our future operating results. In addition, we operate in an industry characterized by rapid technological change. Our prospects should be considered and evaluated in light of the risks and uncertainties frequently encountered by early stage companies in rapidly evolving markets characterized by rapid technological change, changing customer needs, evolving industry standards and frequent introductions of new products and services. These risks and difficulties include challenges in accurate financial planning as a result of limited historical data and the uncertainties resulting from having had a relatively limited time period in which to implement and evaluate our business strategies as compared to older companies with longer operating histories.
In addition, our products are designed to be compatible with industry standards for secure communications over wireless and wireline networks. As we encounter changing standards, customer requirements and competitive pressures, we likely will be required to reposition our product and service offerings and introduce new products and services. We may not be successful in doing so in a timely and appropriately responsive manner, or at all. Our failure to address these risks and difficulties successfully could materially harm our business and operating results.
Our operating results may fluctuate significantly, which makes our future results difficult to predict and could cause our operating results to differ from expectations.
Our annual and quarterly operating results have fluctuated in the past and may fluctuate significantly in the future due to a variety of factors, many of which are outside of our control.
Furthermore, our product revenues generally reflect orders shipped in the same quarter they are received, and a substantial portion of our orders are often received in the last month of each fiscal quarter, a trend that may continue. As a result, if we are unable to ship orders received in the last month of each fiscal quarter, even though we may have business indicators about customer demand during a quarter, we may experience revenue shortfalls, and such
14
shortfalls may materially adversely affect our earnings because we may not be able to adequately and timely adjust our expense levels.
In addition to other risk factors listed in this “Risk Factors” section, factors that may cause our operating results to fluctuate include:
| | |
| | • | the impact of unfavorable worldwide economic and market conditions, including the restricted credit environment impacting the credit of our channel partners and end user customers; |
| |
| | • | our ability to develop and maintain our relationship with our VARs, VADs, OEMs and other partners; |
| |
| | • | fluctuations in demand, sales cycles and prices for our products and services; |
| |
| | • | reductions in customers’ budgets for information technology purchases and delays in their purchasing cycles; |
| |
| | • | the sale of our products in the timeframes we anticipate, including the number and size of orders in each quarter; |
| |
| | • | our ability to develop, introduce and ship in a timely manner, new products and product enhancements that meet customer requirements; |
| |
| | • | our dependence on several large vertical markets, including the government, healthcare and education vertical markets; |
| |
| | • | the timing of product releases or upgrades by us or by our competitors; |
| |
| | • | any significant changes in the competitive dynamics of our markets, including new entrants, or further consolidation; |
| |
| | • | our ability to control costs, including our operating expenses, and the costs of the components we purchase; |
| |
| | • | product mix and average selling prices, as well as increased discounting of products by us and our competitors; |
| |
| | • | the proportion of our products that are sold through direct versus indirect channels; |
| |
| | • | our ability to maintain volume manufacturing pricing from Flextronics and our component suppliers; |
| |
| | • | our contract manufacturers and component suppliers ability to meet our product demand forecasts; |
| |
| | • | growth in our headcount and other related costs incurred in our customer support organization; |
| |
| | • | the timing of revenue recognition in any given quarter as a result of revenue recognition rules; |
| |
| | • | the regulatory environment for the certification and sale of our products; and |
| |
| | • | seasonal demand for our products, some of which may not be currently evident due to our revenue growth for the fiscal year ended July 31, 2009. |
Our quarterly operating results are difficult to predict even in the near term. In one or more future quarterly periods, our operating results may fall below the expectations of securities analysts and investors. In this event, the trading price of our common stock could decline significantly.
We have a history of losses and may not achieve profitability in the future.
We have a history of losses and have not achieved profitability on a quarterly or annual basis. We experienced net losses of $23.4 million, $17.1 million and $24.4 million for fiscal years 2009, 2008, and 2007, respectively. As of July 31, 2009 and 2008, our accumulated deficit was $141.6 million and $118.2 million, respectively. We expect to incur operating losses in the future as a result of the expenses associated with the continued development and expansion of our business, including expenditures to hire additional personnel relating to sales and marketing and technology development. If we fail to increase revenues or manage our cost structure, we may not achieve or sustain profitability in the future. As a result, our business could be harmed, and our stock price could decline.
15
Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, our sales are difficult to predict and may vary substantially from quarter to quarter, which may cause our operating results to fluctuate significantly.
The timing of our revenues is difficult to predict. Our sales efforts involve educating our customers about the use and benefits of our products, including the technical capabilities of our products and the potential cost savings achieved by organizations that utilize our products. Customers typically undertake a significant evaluation process, which frequently involves not only our products but also those of our competitors and can result in a lengthy sales cycle, which typically averages four to nine months in length but can be as long as 18 months. We spend substantial time, effort and money in our sales efforts without any assurance that our efforts will produce any sales. Over the last year, we have experienced longer sales cycles in connection with customers evaluating our new 802.11n solution and in light of general economic conditions in certain verticals. In addition, product purchases are frequently subject to budget constraints, multiple approvals, and unplanned administrative, processing and other delays. For example, during the second quarter of fiscal 2008, we experienced a significant decrease in revenue in our federal vertical market, which represents sales to United States governmental entities. We view the federal vertical as highly dependent on large transactions, and therefore we could experience fluctuations from period to period in this vertical. If sales expected from a specific customer for a particular quarter are not realized in that quarter or at all, our business, operating results and financial condition could be materially adversely affected.
The market in which we compete is highly competitive, and competitive pressures from existing and new companies may have a material adverse effect on our business, revenues, growth rates and market share.
The market in which we compete is highly competitive and is influenced by the following competitive factors:
| | |
| | • | comprehensiveness of the solution; |
| |
| | • | performance of software and hardware products; |
| |
| | • | ability to deploy easily into existing networks; |
| |
| | • | interoperability with other devices; |
| |
| | • | scalability of solution; |
| |
| | • | ability to provide secure mobile access to the network; |
| |
| | • | speed of mobile connectivity offering; |
| |
| | • | return on investment; |
| |
| | • | ability to allow centralized management of products; and |
| |
| | • | ability to obtain regulatory and other industry certifications. |
We expect competition to intensify in the future as other companies introduce new products in the same markets we serve or intend to enter and as the market continues to consolidate. This competition could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses and failure to increase, or the loss of, market share, any of which would likely seriously harm our business, operating results or financial condition. If we do not keep pace with product and technology advances, there could be a material adverse effect on our competitive position, revenues and prospects for growth.
A number of our current or potential competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources than we do. Potential customers may prefer to purchase from their existing suppliers rather than a new supplier, regardless of product performance or features. Currently, we compete with a number of large and well established public companies, including Cisco Systems, (primarily through its Wireless Networking Business Unit), Motorola and Hewlett-Packard, as well as smaller private companies and new market entrants, any of which could reduce our market share, require us to lower our prices, or both.
16
We expect increased competition from other established and emerging companies if our market continues to develop and expand. Our channel partners could market products and services that compete with our products and services. In addition, some of our competitors have made acquisitions or entered into partnerships or other strategic relationships with one another to offer a more comprehensive solution than they individually had offered. We expect this trend to continue as companies attempt to strengthen or maintain their market positions in an evolving industry and as companies enter into partnerships or are acquired. Many of the companies driving this consolidation trend have significantly greater financial, technical and other resources than we do and are better positioned to acquire and offer complementary products and technologies. The companies resulting from these possible consolidations may create more compelling product offerings and be able to offer greater pricing flexibility, making it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or product functionality. Continued industry consolidation may adversely impact customers’ perceptions of the viability of smaller and even medium-sized technology companies and, consequently, customers’ willingness to purchase from such companies. These pressures could materially adversely affect our business, operating results and financial condition.
We sell a majority of our products through VADs, VARs, and OEMs. If these channel partners on which we rely do not perform their services adequately or efficiently, or if they exit the industry or have financial difficulties, there could be a material adverse effect on our revenues and our cash flow.
Our future success is highly dependent upon establishing and maintaining successful relationships with a variety of VADs, VARs, and OEMs, which we refer to as our indirect channel. In recent quarters, we have dedicated a significant amount of effort to increase the use of our VADs and VARs in each of our theatres of operations. The percentage of our total revenues fulfilled from sales through our indirect channel was 84.6%, 80.5% and 82.8% for fiscal years 2009, 2008 and 2007, respectively. We expect that over time, indirect channel sales will continue to constitute a significant majority of our total revenues. Accordingly, our revenues depend in large part on the effective performance of our channel partners, including our largest channel partners, Alcatel-Lucent and Avnet Logistics, U.S., LP (“Avnet”). Alcatel-Lucent accounted for 14.5%, 11.1% and 12.5% of our total revenues for fiscal years 2009, 2008 and 2007, respectively, and Avnet accounted for 10.1% and 6.7% of our total revenues for fiscal years 2009 and 2008, respectively. We did not derive any revenue in fiscal year 2007 from Avnet. Our agreements with our partners provide that they use reasonable commercial efforts to sell our products on a perpetual basis unless the agreement is otherwise terminated by either party. Finally, the agreement with Alcatel-Lucent contains a “most-favored nations” clause, pursuant to which we agreed to lower the price at which we sell products to Alcatel-Lucent in the event that we agree to sell the same or similar products at a lower price to a similar customer on the same or similar terms and conditions. However, the specific terms of this “most-favored nations” clause are narrow and specific, and we have not to date incurred any obligations related to this term in the agreement.
Some of our indirect channel partners may have insufficient financial resources and may not be able to withstand changes in worldwide business conditions, including economic downturns, abide by our inventory and credit requirements, or have the ability to meet their financial obligations to us. As of July 31, 2009, two of our channel partners accounted for more than 10% of accounts receivable. Westcon Group, Inc. accounted for 23.0% and Alcatel-Lucent accounted for 19.1% of total accounts receivable. As of July 31, 2008, Westcon Group, Inc. accounted for 6.2% and Alcatel-Lucent accounted for 13.5% of total accounts receivable. If the indirect channel partners on which we rely do not perform their services adequately or efficiently, or if they exit the industry and we are not able to quickly find adequate replacements, there could be a material adverse effect on our revenues, cash flow and market share. By relying on these indirect channels, we may have less contact with the end users of our products, thereby making it more difficult for us to establish brand awareness, ensure proper delivery and installation of our products, service ongoing customer requirements and respond to evolving customer needs. In addition, our indirect channel partners may receive pricing terms that allow for volume discounts off of list prices for the products they purchase from us, which reduce our margins to the extent revenues from such channel partners increase as a proportion of our overall revenues.
Recruiting and retaining qualified channel partners and training them in our technology and product offerings requires significant time and resources. In order to develop and expand our distribution channel, we must continue to scale and improve our processes and procedures that support our channel partners, including investment in
17
systems and training, and those processes and procedures may become increasingly complex and difficult to manage. We have no minimum purchase commitments with any of our VADs, VARs, or OEMs, and our contracts with these channel partners do not prohibit them from offering products or services that compete with ours or from terminating our contract on short notice. Our competitors may be effective in providing incentives to existing and potential channel partners to favor their products or to prevent or reduce sales of our products. Our channel partners may choose not to focus primarily on the sale of our products or offer our products at all. Our failure to establish and maintain successful relationships with indirect channel partners would likely materially adversely affect our business, operating results and financial condition.
We depend upon the development of new products and enhancements to our existing products. If we fail to predict and respond to emerging technological trends and our customers’ changing needs, we may not be able to remain competitive.
We may not be able to anticipate future market needs or be able to develop new products or product enhancements to meet such needs. For example, we anticipate a need to continue to increase the mobility of our solution, and certain customers have delayed, and may in the future delay, purchases of our products until either new versions of those products are available or the customer evaluations are completed. If we fail to develop new products or product enhancements, our business could be adversely affected, especially if our competitors are able to introduce solutions with such increased functionality. In addition, as new mobile applications are introduced, our success may depend on our ability to provide a solution that supports these applications.
We are active in the research and development of new products and technologies and enhancing our current products. However, research and development in the enterprise mobility industry is complex and filled with uncertainty. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction of products that are competitive in the marketplace, there could be a material adverse effect on our business, operating results, financial condition and market share. In addition, it is common for research and development projects to encounter delays due to unforeseen problems, resulting in low initial volume production, fewer product features than originally considered desirable and higher production costs than initially budgeted, which may result in lost market opportunities. In addition, any new products or product enhancements that we introduce may not achieve any significant degree of market acceptance or be accepted into our sales channel by our channel partners. There could be a material adverse effect on our business, operating results, financial condition and market share due to such delays or deficiencies in the development, manufacturing and delivery of new products.
Once a product is in the marketplace, its selling price often decreases over the life of the product, especially after a new competitive product is publicly announced. To lessen the effect of price decreases, our product management team attempts to reduce development and manufacturing costs in order to maintain or improve our margins. However, if cost reductions do not occur in a timely manner, there could be a material adverse effect on our operating results and market share. Further, the introduction of new products may decrease the demand for older products currently sitting in our inventory balances. As a result, we may need to record incremental inventory reserves for the older products that we do not expect to sell. This may have a material adverse effect on our operating results and market share.
We manufacture our products to comply with standards established by various standards bodies, including the Institute of Electrical and Electronics Engineers, Inc. (“IEEE”). If we are not able to adapt to new or changing standards that are ratified by these bodies, our ability to sell our products may be adversely affected. For example, as of July 31, 2009, we had been developing and were offering for sale products that complied with the draft 802.11n wireless LAN standard (“11n”) that the IEEE had not yet ratified. Subsequent to our fiscal year end, the IEEE ratified the 11n standard and did not modify the draft of the 11n standard.
18
As a result of the fact that we outsource the manufacturing of our products to Flextronics, we do not have the ability to ensure quality control over the manufacturing process. Furthermore, if there are significant changes in the financial or business condition of Flextronics, our ability to supply quality products to our customers may be disrupted.
As a result of the fact that we outsource the manufacturing of our products to Flextronics, we are subject to the risk of supplier failure and customer dissatisfaction with the quality or performance of our products. Quality or performance failures of our products or changes in Flextronics’s financial or business condition could disrupt our ability to supply quality products to our customers and thereby have a material adverse effect on our business, revenues and financial condition.
Our orders with Flextronics represent a relatively small percentage of the overall orders received by Flextronics from its customers. As a result, fulfilling our orders may not be considered a priority in the event Flextronics is constrained in its ability to fulfill all of its customer obligations in a timely manner. We provide demand forecasts to Flextronics. If we overestimate our requirements, Flextronics may assess charges, or we may have liabilities for excess inventory, each of which could negatively affect our gross margins. Conversely, because lead times for required materials and components vary significantly and depend on factors such as the specific supplier, contract terms and the demand for each component at a given time, if we underestimate our requirements, Flextronics may have inadequate materials and components required to produce our products. This could result in an interruption of the manufacturing of our products, delays in shipments and deferral or loss of revenue. In addition, on occasion we have underestimated our requirements, and, as a result, we have been required to pay additional fees to Flextronics in order for manufacturing to be completed and shipments to be made on a timely basis.
If Flextronics suffers an interruption in its business, or experiences delays, disruptions or quality control problems in its manufacturing operations, or we have to change or add additional contract manufacturers, our ability to ship products to our customers would be delayed, and our business, operating results and financial condition would be adversely affected.
Flextronics purchases some components, subassemblies and products from a single supplier or a limited number of suppliers, and with respect to some of these suppliers, we have entered into license agreements that allow us to use their components in our products. The loss of any of these suppliers or the termination of any of these license agreements may cause us to incur additionalset-up costs, result in delays in manufacturing and delivering our products, or cause us to carry excess or obsolete inventory.
Shortages in components that we use in our products are possible, and our ability to predict the availability of such components may be limited. While components and supplies are generally available from a variety of sources, we currently depend on a single or limited number of suppliers for several components for our equipment and certain subassemblies and products. We rely on Flextronics to obtain the components, subassemblies and products necessary for the manufacture of our products, including those components, subassemblies and products that are only available from a single supplier or a limited number of suppliers.
For example, our solution incorporates both software products and hardware products, including a series of high-performance programmable mobility controllers and a line of wired and wireless access points. The chipsets that Flextronics sources and incorporates in our hardware products are currently available only from a limited number of suppliers, with whom neither we nor Flextronics have entered into supply agreements. All of our access points incorporate components from Atheros, and some of our mobility controllers incorporate components from Broadcom and RMI. We have entered into license agreements with Atheros, Broadcom and RMI, the termination of which could have a material adverse effect on our business. Our license agreement with Atheros, Broadcom and RMI have perpetual terms in that they will automatically be renewed for successive one-year periods unless the agreement is terminated prior to the end of the then-current term. As there are no other sources for identical components, in the event that Flextronics is unable to obtain these components from Atheros, Broadcom or RMI, we would be required to redesign our hardware and software in order to incorporate components from alternative sources. All of our product revenues are dependent upon the sale of products that incorporate components from Atheros, Broadcom or RMI.
19
In addition, for certain components, subassemblies and products for which there are multiple sources, we are still subject to potential price increases and limited availability due to market demand for such components, subassemblies and products. In the past, unexpected demand for communication products caused worldwide shortages of certain electronic parts. If such shortages occur in the future, our business would be adversely affected. We carry very little to no inventory of our product components, and we and Flextronics rely on our suppliers to deliver necessary components in a timely manner. We and Flextronics rely on purchase orders rather than long-term contracts with these suppliers. As a result, even if available, we or Flextronics may not be able to secure sufficient components at reasonable prices or of acceptable quality to build products in a timely manner and, therefore, may not be able to meet customer demands for our products, which would have a material adverse effect on our business, operating results and financial condition.
Our international sales and operations subject us to additional risks that may adversely affect our operating results.
We derive a significant portion of our revenues from customers outside the United States. We have sales and technical support personnel in numerous countries worldwide. In addition, a portion of our engineering efforts are currently handled by personnel located in India, and we expect to expand our offshore development efforts within India and possibly in other countries. We expect to continue to add personnel in additional countries. Our international operations subject us to a variety of risks, including:
| | |
| | • | the difficulty of managing and staffing international offices and the increased travel, infrastructure and legal compliance costs associated with multiple international locations; |
| |
| | • | difficulties in enforcing contracts and collecting accounts receivable, and longer payment cycles, especially in emerging markets; |
| |
| | • | the need to localize our products for international customers; |
| |
| | • | tariffs and trade barriers, export regulations and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; |
| |
| | • | increased exposure to foreign currency exchange rate risk; |
| |
| | • | reduced protection for intellectual property rights in some countries; and |
| |
| | • | increased cost of terminating international employees in some countries. |
As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. Our failure to manage any of these risks successfully could harm our international operations and reduce our international sales, adversely affecting our business, operating results and financial condition.
If we are unable to protect our intellectual property rights, our competitive position could be harmed or we could be required to incur significant expenses to enforce our rights.
We depend on our ability to protect our proprietary technology. We protect our proprietary information and technology through licensing agreements, third-party nondisclosure agreements and other contractual provisions, as well as through patent, trademark, copyright and trade secret laws in the United States and similar laws in other countries. There can be no assurance that these protections will be available in all cases or will be adequate to prevent our competitors from copying, reverse engineering or otherwise obtaining and using our technology, proprietary rights or products. For example, the laws of certain countries in which our products are manufactured or licensed do not protect our proprietary rights to the same extent as the laws of the United States. In addition, third parties may seek to challenge, invalidate or circumvent our patents, trademarks, copyrights and trade secrets, or applications for any of the foregoing. There can be no assurance that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology or design around our proprietary rights. In each case, our ability to compete could be significantly impaired. To prevent substantial unauthorized use of our intellectual property rights, it may be necessary to prosecute actions for infringementand/or misappropriation of our proprietary rights against third parties. Any such action could result in significant costs and diversion of our
20
resources and management’s attention, and there can be no assurance that we will be successful in such action. Furthermore, many of our current and potential competitors have the ability to dedicate substantially greater resources to enforce their intellectual property rights than we do. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property.
We are currently subject to a lawsuit involving intellectual property claims brought by Symbol Technologies, Inc. and Wireless Valley Communications, Inc., both Motorola subsidiaries, which could cause us to incur significant additional costs or prevent us from selling our products which could adversely affect our results of operations and financial condition.
On August 27, 2007, Symbol Technologies, Inc. and Wireless Valley Communications, Inc., both Motorola subsidiaries, filed suit against us in the Federal District Court of Delaware alleging patent infringement. We subsequently added Motorola as a party and filed counterclaims against Motorola, Symbol and Wireless Valley, alleging infringements of our own patents. Trial is scheduled to commence in January 2010. Although we intend to vigorously defend against these claims, intellectual property litigation is expensive and time-consuming, regardless of the merits of any claim, and could divert our management’s attention from operating our business. Our legal costs may increase as the case develops and we near a trial date. The results of, and costs associated with, complex litigation matters are difficult to predict, and the uncertainty associated with a substantial unresolved lawsuit could harm our business, financial condition and reputation. Negative developments with respect to this lawsuit could cause our stock price to decline, and could have an adverse and possibly material effect on our business and results of operations.
Claims by others that we infringe their proprietary technology could harm our business.
Third parties have asserted and may in the future assert claims of infringement of intellectual property rights against us or against our customers or channel partners for which we may be liable. Due to the rapid pace of technological change in our industry, much of our business and many of our products rely on proprietary technologies of third parties, and we may not be able to obtain, or continue to obtain, licenses from such third parties on reasonable terms. As our business expands and the number of products and competitors in our market increases and overlaps occur, we expect that infringement claims may increase in number and significance. Intellectual property lawsuits are subject to inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we will be successful in defending ourselves against intellectual property claims. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing certain products or performing certain services. In addition, we might be required to seek a license for the use of such intellectual property, which may not be available on commercially acceptable terms or at all. Alternatively, we may be required to develop non-infringing technology, which could require significant effort and expense and may ultimately not be successful. Any claims or proceedings against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into royalty or licensing agreements.
We may engage in future acquisitions that could disrupt our business, cause dilution to our stockholders and harm our business, operating results and financial condition.
In July 2007, we acquired Network Chemistry, Inc.’s line of RFProtect and BlueScanner wireless security products. We continue to integrate the acquired technology into our secure mobility solutions, and continue to support existing Network Chemistry customers and partners. In March 2008, we completed our acquisition of AirWave Wireless, Inc. We continue to integrate the acquired AirWave products into our secure mobility solutions, as well as provide products and continuing support to existing AirWave customers and partners. The acquisition of AirWave is our first significant acquisition, and, as a result, our ability as an organization to complete and integrate acquisitions is unproven. In the future we may acquire other businesses, products or technologies. However, we may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, or such acquisitions may be viewed negatively by customers, financial markets or investors. In addition,
21
any acquisitions that we make could lead to difficulties in integrating personnel and operations from the acquired businesses and in retaining and motivating key personnel from these businesses. Acquisitions may disrupt our ongoing operations, divert management fromday-to-day responsibilities, increase our expenses and adversely impact our business, operating results and financial condition. Future acquisitions may reduce our cash available for operations and other uses and could result in an increase in amortization expense related to identifiable assets acquired, potentially dilutive issuances of equity securities or the incurrence of debt, which could harm our business, operating results and financial condition.
Impairment of our goodwill or other assets would negatively affect our results of operations.
Our acquisition of AirWave Wireless, Inc. resulted in goodwill of $7.7 million. Together with our purchase of certain assets of Network Chemistry, Inc., we have purchased intangible assets of $14.1 million as of July 31, 2009. This represents a significant portion of the assets recorded on our balance sheet. Goodwill is reviewed for impairment at least annually or sooner under certain circumstances. Other intangible assets that are deemed to have finite useful lives will continue to be amortized over their useful lives but must be reviewed for impairment when events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Screening for and assessing whether impairment indicators exist, or if events or changes in circumstances have occurred, including market conditions, operating fundamentals, competition and general economic conditions, requires significant judgment. Therefore, we cannot assure you that a charge to operations will not occur as a result of future goodwill and intangible asset impairment tests. If impairment is deemed to exist, we would write down the recorded value of these intangible assets to their fair values. If and when these write-downs do occur, they could harm our business, financial condition, and results of operations.
If we lose members of our senior management or are unable to recruit and retain key employees on a cost-effective basis, we may not be able to successfully grow our business.
Our success is substantially dependent upon the performance of our senior management. All of our executive officers are at-will employees, and we do not maintain any key-man life insurance policies. The loss of the services of any members of our management team may significantly delay or prevent the achievement of our product development and other business objectives and could harm our business. Our success also is substantially dependent upon our ability to attract additional personnel for all areas of our organization, particularly in our sales, research and development, and customer service departments. For example, unless and until we hire a Vice President of Worldwide Sales, our Chief Executive Officer will fill this role in addition to his other responsibilities. Experienced management and technical, sales, marketing and support personnel in the IT industry are in high demand, and competition for their talents is intense. We may not be successful in attracting and retaining such personnel on a timely basis, on competitive terms, or at all. The loss of, or the inability to recruit, such employees could have a material adverse effect on our business.
If we fail to manage future growth effectively, our business would be harmed.
We have expanded our operations significantly since inception and anticipate that further significant expansion will be required. We intend to increase our market penetration and extend our geographic reach through our network of channel partners. We also plan to increase offshore operations by establishing additional offshore capabilities for certain engineering functions. This future growth, if it occurs, will place significant demands on our management, infrastructure and other resources. To manage any future growth, we will need to hire, integrate and retain highly skilled and motivated employees. If we do not effectively manage our growth, our business, operating results and financial condition could be adversely affected.
To accommodate the growth of our business, we implemented a new Enterprise Resource Planning (“ERP”) system in November 2008. Accordingly, we may experience problems commonly experienced by other companies in connection with such implementations, including but not limited to, potential bugs in the system, component or supply delays, training requirements and other integration challenges and delays. Any difficulties we might experience in connection with our new ERP system could have a material adverse effect on our financial reporting system and internal controls.
22
Our ability to sell our products is highly dependent on the quality of our support and services offerings, and our failure to offer high quality support and services would have a material adverse effect on our sales and results of operations.
Once our products are deployed within our end customers’ networks, they depend on our support organization to resolve any issues relating to our products. A high level of support is critical for the successful marketing and sale of our products. If we or our channel partners do not effectively assist our end customers in deploying our products, succeed in helping our end customers quickly resolve post-deployment issues, or provide effective ongoing support, it would adversely affect our ability to sell our products to existing customers and could harm our reputation with potential customers. In addition, as we expand our operations internationally, our support organization will face additional challenges including those associated with delivering support, training and documentation in languages other than English. As a result, our failure, or the failure of our channel partners, to maintain high quality support and services would have a material adverse effect on our business, operating results and financial condition.
Enterprises are increasingly concerned with the security of their data, and to the extent they elect to encrypt data between the end user and the server, our products will become less effective.
Our products depend on the ability to identify applications. Our products currently do not identify applications if the data is encrypted as it passes through our mobility controllers. Since most organizations currently encrypt most of their data transmissions only between sites and not on the LAN, the data is not encrypted when it passes through our mobility controllers. If more organizations elect to encrypt their data transmissions from the end user to the server, our products will offer limited benefits unless we have been successful in incorporating additional functionality into our products that address those encrypted transmissions. At the same time, if our products do not provide the level of network security expected by our customers, our reputation and brand would be damaged, and we would expect to experience decreased sales. Our failure to provide such additional functionality and expected level of network security could adversely affect our business, operating results and financial condition.
Our products are highly technical and may contain undetected hardware errors or software bugs, which could cause harm to our reputation and adversely affect our business.
Our products are highly technical and complex and, when deployed, are critical to the operation of many networks. Our products have contained and may contain undetected errors,and/or bugs or security vulnerabilities. Some errors in our products may only be discovered after a product has been installed and used by customers. Any errors, bugs, defects or security vulnerabilities discovered in our products after commercial release could result in loss of revenues or delay in revenue recognition, loss of customers, damage to our brand and reputation, and increased service and warranty cost, any of which could adversely affect our business, operating results and financial condition. In addition, we could face claims for product liability, tort or breach of warranty, including claims relating to changes to our products made by our channel partners. Our contracts with customers contain provisions relating to warranty disclaimers and liability limitations, which may not be upheld. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention and adversely affect the market’s perception of us and our products. In addition, if our business liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business, operating results and financial condition could be adversely impacted.
Our use of open source software could impose limitations on our ability to commercialize our products.
We incorporate open source software into our products. Although we monitor our use of open source closely, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products. In such event, we could be required to seek licenses from third parties in order to continue offering our products, to re-engineer our products or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our business, operating results and financial condition.
23
We rely on the availability of third-party licenses.
Many of our products are designed to include software or other intellectual property licensed from third parties. It may be necessary in the future to seek or renew licenses relating to various aspects of these products. There can be no assurance that the necessary licenses would be available on acceptable terms, if at all. The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could have a material adverse effect on our business, operating results, and financial condition. Moreover, the inclusion in our products of software or other intellectual property licensed from third parties on a nonexclusive basis could limit our ability to protect our proprietary rights in our products.
Enterprises may have slow WAN connections between some of their locations that may cause our products to become less effective.
Our mobility controllers and network management software were initially designed to function at LAN-like speeds in an office building or campus environment. In order to function appropriately, our mobility controllers synchronize with each other over network links. The ability of our products to synchronize may be limited by slow or congested data-links, including DSL anddial-up. Our failure to provide such additional functionality could adversely affect our business, operating results and financial condition.
New safety regulations or changes in existing safety regulations related to our products may result in unanticipated costs or liabilities, which could have a material adverse effect on our business, results of operations and future sales, and could place additional burdens on the operations of our business.
Radio emissions are subject to regulation in the United States and in other countries in which we do business. In the United States, various federal agencies including the Center for Devices and Radiological Health of the Food and Drug Administration, the Federal Communications Commission, the Occupational Safety and Health Administration and various state agencies have promulgated regulations that concern the use of radio/electromagnetic emissions standards. Member countries of the European Union (“EU”) have enacted similar standards concerning electrical safety and electromagnetic compatibility and emissions standards.
If any of our products becomes subject to new regulations or if any of our products becomes specifically regulated by additional government entities, compliance with such regulations could become more burdensome, and there could be a material adverse effect on our business and our results of operations.
In addition, our wireless communication products operate through the transmission of radio signals. Currently, operation of these products in specified frequency bands does not require licensing by regulatory authorities. Regulatory changes restricting the use of frequency bands or allocating available frequencies could become more burdensome and could have a material adverse effect on our business, results of operations and future sales.
Compliance with environmental matters and worker health and safety laws could be costly, and noncompliance with these laws could have a material adverse effect on our results of operations, expenses and financial condition.
Some of our operations use substances regulated under various federal, state, local and international laws governing the environment and worker health and safety, including those governing the discharge of pollutants into the ground, air and water, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. Some of our products are subject to various federal, state, local and international laws governing chemical substances in electronic products. We could be subject to increased costs, fines, civil or criminal sanctions, third-party property damage or personal injury claims if we violate or become liable under environmentaland/or worker health and safety laws.
In January 2003, the EU issued two directives relating to chemical substances in electronic products. The Waste Electrical and Electronic Equipment Directive requires producers of electrical goods to pay for specified collection, recycling, treatment and disposal of past and future covered products. EU governments were required to enact and implement legislation that complies with this directive by August 13, 2004 (such legislation together with the directive, the “WEEE Legislation”), and certain producers are financially responsible under the WEEE
24
Legislation beginning in August 2005. The EU has issued another directive that requires electrical and electronic equipment placed on the EU market after July 1, 2006 to be free of lead, mercury, cadmium, hexavalent chromium (above a threshold limit) and brominated flame retardants. EU governments were required to enact and implement legislation that complies with this directive by August 13, 2004 (such legislation together with this directive, the “RoHS Legislation”). If we do not comply with these directives or related legislation, we may suffer a loss of revenues, be unable to sell our products in certain marketsand/or countries, be subject to penalties and enforced feesand/or suffer a competitive disadvantage. Similar legislation could be enacted in other jurisdictions, including in the United States. Costs to comply with the WEEE Legislation, RoHS Legislationand/or similar future legislation, if applicable, could include costs associated with modifying our products, recycling and other waste processing costs, legal and regulatory costs and insurance costs. We have recorded and may also be required to record additional expenses for costs associated with compliance with these regulations. We cannot assure you that the costs to comply with these new laws, or with current and future environmental and worker health and safety laws will not have a material adverse effect on our results of operation, expenses and financial condition.
We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets.
Because we incorporate encryption technology into our products, our products are subject to U.S. export controls and may be exported outside the United States only with the required level of export license or through an export license exception. In addition, various countries regulate the import of certain encryption technology and radio frequency transmission equipment and have enacted laws that could limit our ability to distribute our products or could limit our customers’ ability to implement our products in those countries. Changes in our products or changes in export and import regulations may create delays in the introduction of our products in international markets, prevent our customers with international operations from deploying our products throughout their global systems or, in some cases, prevent the export or import of our products to certain countries altogether. Any change in export or import regulations or related legislation, shift in approach to the enforcement or scope of existing regulations, or change in the countries, persons or technologies targeted by such regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations.
Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by manmade problems such as computer viruses or terrorism.
Our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity. A significant natural disaster, such as an earthquake, fire or a flood, occurring at our headquarters or in either China or Singapore, where our contract manufacturer, Flextronics, is located, could have a material adverse impact on our business, operating results and financial condition. In addition, our servers are vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems. In addition, acts of terrorism could cause disruptions in our or our customers’ businesses or the economy as a whole. To the extent that such disruptions result in delays or cancellations of customer orders, or the deployment of our products, our business, operating results and financial condition would be adversely affected.
Risks Related to Ownership of our Common Stock
Our stock price may be volatile.
The trading price of our common stock has been and may continue to be volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. Factors that could affect the trading price of our common stock could include:
| | |
| | • | variations in our operating results; |
| |
| | • | announcements of technological innovations, new products or product enhancements, strategic alliances or significant agreements by us or by our competitors; |
25
| | |
| | • | the gain or loss of significant customers; |
| |
| | • | recruitment or departure of key personnel; |
| |
| | • | the impact of unfavorable worldwide economic and market conditions, including the restricted credit environment impacting credit of our channel partners and end user customers and indications that these conditions have spread to other countries; |
| |
| | • | falling short of guidance on our financial results; |
| |
| | • | changes in estimates of our operating results or changes in recommendations by any securities analysts who follow our common stock; |
| |
| | • | significant sales, or announcement of significant sales, of our common stock by us or our stockholders; and |
| |
| | • | adoption or modification of regulations, policies, procedures or programs applicable to our business. |
In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.
If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.
The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us issue an adverse or misleading opinion regarding our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
Insiders have substantial control over us and will be able to influence corporate matters.
As of July 31, 2009, our directors and executive officers and their affiliates beneficially owned, in the aggregate, approximately 32.7% of our outstanding common stock. As a result, these stockholders will be able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or its assets. This concentration of ownership could limit stockholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.
We may choose to raise additional capital. Such capital may not be available, or may be available on unfavorable terms, which would adversely affect our ability to operate our business.
We expect that our existing cash balances will be sufficient to meet our working capital and capital expenditure needs for the foreseeable future. If we choose to raise additional funds, due to unforeseen circumstances or material expenditures, we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings could result in additional dilution to our existing stockholders.
26
Provisions in our charter documents, Delaware law, employment arrangements with certain of our executive officers, and our OEM supply agreement with Alcatel-Lucent could discourage a takeover that stockholders may consider favorable.
Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. These provisions include but are not limited to the following:
| | |
| | • | our board of directors has the right to elect directors 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; |
| |
| | • | our stockholders may not act by written consent or call special stockholders’ meetings; as a result, a holder, or holders, controlling a majority of our capital stock would not be able to take certain actions other than at annual stockholders’ meetings or special stockholders’ meetings called by the board of directors, the chairman of the board, the chief executive officer or the president; |
| |
| | • | our certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
| |
| | • | stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to the board of directors or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our company; and |
| |
| | • | our board of directors may issue, without stockholder approval, shares of undesignated preferred stock; the ability to issue undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us. |
As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us.
Certain of our executive officers may be entitled to accelerated vesting of their options pursuant to the terms of their employment arrangements upon a change of control of Aruba. In addition to the arrangements currently in place with some of our executive officers, we may enter into similar arrangements in the future with other officers. Such arrangements could delay or discourage a potential acquisition of Aruba.
In addition, our OEM supply agreement with Alcatel-Lucent provides that, in the event of a change of control that would cause Alcatel-Lucent to purchase our products from an entity that is an Alcatel-Lucent competitor, we must, without additional consideration, (1) provide Alcatel-Lucent with any information required by Alcatel-Lucent to make, test and support the products that we distribute through our OEM relationship with Alcatel-Lucent, including all hardware designs and software source code, and (2) otherwise cooperate with Alcatel-Lucent to transition the manufacturing, testing and support of these products to Alcatel-Lucent. We are also obligated to promptly inform Alcatel-Lucent if and when we receive an inquiry concerning a bona fide proposal or offer to effect a change of control and will not enter into negotiations concerning a change of control without such prior notice to Alcatel-Lucent. Each of these provisions could delay or result in a discount to the proceeds our stockholders would otherwise receive upon a change of control or could discourage a third party from making a change of control offer.
We have incurred and will continue to incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.
The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the Securities and Exchange Commission and the Nasdaq Stock Market, have imposed various requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect
27
these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantial costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.
In addition, the Sarbanes-Oxley Act requires us to furnish a report by our management on our internal control over financial reporting. Such report contains, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management. While we were able to assert in thisForm 10-K for the fiscal year ended July 31, 2009 that our internal control over financial reporting was effective as of July 31, 2009, we must continue to monitor and assess our internal control over financial reporting. If we are unable to assert in any future reporting period that our internal control over financial reporting is effective (or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports, which would have an adverse effect on our stock price.
| |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
Not applicable.
We have approximately 152,000 square feet of office space in Sunnyvale, California pursuant to three leases that expire in July 2016. We also lease approximately 43,500 square feet of warehouse space in Sunnyvale, California pursuant to a lease that expires in September 2010. We also maintain customer service centers, sales offices and research and development facilities in multiple locations worldwide. See Note��13 of our Notes to Consolidated Financial Statements for information regarding our lease obligations.
We believe that our current facilities are suitable and adequate to meet our current needs.
| |
| ITEM 3. | LEGAL PROCEEDINGS |
On August 27, 2007, Symbol Technologies, Inc. and Wireless Valley Communications, Inc., both Motorola subsidiaries, filed suit against us in the Federal District Court of Delaware asserting infringement of U.S. Patent Nos. 7,173,922; 7,173,923; 6,625,454; and 6,973,622. We filed our response on October 17, 2007, denying the allegations and asserting counterclaims. The complaint seeks unspecified monetary damages and injunctive relief. On September 8, 2008, we filed an amended answer and counterclaims, asserting infringement of Aruba’s U.S. Patent Nos. 7,295,524 and 7,376,113 against Motorola, Inc. as well as its subsidiaries, Symbol Technologies, Inc. and Wireless Valley Communications, Inc. The counterclaims seek unspecified monetary damages and injunctive relief. On November 13, 2008, Motorola filed an amended complaint asserting infringement of U.S. Patent No. 7,359, 676 owned by AirDefense, Inc., another Motorola subsidiary. The trial is scheduled to commence on January 11, 2010.
Although we intend to vigorously defend against all of these claims, intellectual property litigation is expensive and time-consuming, regardless of the merits of any claim, and could divert management’s attention from operating our business. Because of the inherent uncertainties of litigation, the outcome of this action could be unfavorable. At this time, we are unable to estimate the potential financial impact this action could have on the Company.
We could become involved in additional litigation from time to time relating to claims arising out of our ordinary course of business. Other than described above, there were no claims as of July 31, 2009 that, in the opinion of management, might have a material adverse effect on our financial position, results of operations or cash flows.
| |
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
No matters were submitted to a vote of our security holders during the quarter ended July 31, 2009.
28
PART II
| |
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES |
Our common stock has been listed on the Nasdaq Global Market under the symbol “ARUN” since our initial public offering in March 2007. The following table sets forth, for the periods indicated, the high and lowintra-day sales prices for our common stock as reported on the Nasdaq Global Market.
| | | | | | | | | |
| | | High | | | Low | |
| |
Fiscal 2008 | | | | | | | | |
| First Quarter | | $ | 21.05 | | | $ | 15.67 | |
| Second Quarter | | $ | 18.70 | | | $ | 9.03 | |
| Third Quarter | | $ | 10.96 | | | $ | 4.69 | |
| Fourth Quarter | | $ | 7.00 | | | $ | 4.29 | |
Fiscal 2009 | | | | | | | | |
| First Quarter | | $ | 6.55 | | | $ | 2.73 | |
| Second Quarter | | $ | 3.15 | | | $ | 1.95 | |
| Third Quarter | | $ | 4.71 | | | $ | 2.60 | |
| Fourth Quarter | | $ | 9.11 | | | $ | 4.39 | |
As of October 1, 2009, the number of stockholders of record of our common stock was 178.
The equity compensation plan information required by this item, which includes a summary of the number of outstanding options granted to employees and directors, as well as the number of securities remaining available for future issuances, under our compensation plans as of July 31, 2009, is incorporated by reference to our Proxy Statement for our 2009 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended July 31, 2009.
29
The following graph compares, for the period between March 20, 2007 (the date of our initial public offering) and July 31, 2009, the cumulative total stockholder return for our common stock, the Nasdaq Composite Index and the Nasdaq Computer Index. The graph assumes that $100 was invested on March 27, 2007 in our common stock, the Nasdaq Composite Index and the Nasaq Computer Index and assumes reinvestment of any dividends. The stock price performance on the following graph is not necessarily indicative of future stock price performance. This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
COMPARISON OF 28 MONTH CUMULATIVE TOTAL RETURN*
Among Aruba Networks Inc, The NASDAQ Composite Index
And The NASDAQ Computer Index
Dividend Policy
We have never declared or paid any cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.
Repurchases of Equity Securities by the Issuer and Affiliated Purchasers
There were no repurchases of equity securities by us during the fourth quarter of fiscal 2009.
30
| |
| ITEM 6. | SELECTED CONSOLIDATED FINANCIAL DATA |
You should read the following selected consolidated historical financial data below in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and schedule, and other financial information included in thisForm 10-K. The selected consolidated financial data in this section is not intended to replace the consolidated financial statements and is qualified in its entirety by the consolidated financial statements and related notes and schedule included in thisForm 10-K.
| | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | | | 2006 | | | 2005(1) | |
| | | (In thousands) | |
| |
Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | |
| Revenues: | | | | | | | | | | | | | | | | | | | | |
| Product | | $ | 161,927 | | | $ | 148,550 | | | $ | 107,939 | | | $ | 43,171 | | | $ | — | |
| Professional services and support | | | 35,946 | | | | 26,244 | | | | 12,847 | | | | 2,985 | | | | — | |
| Ratable product and related professional services and support | | | 1,386 | | | | 3,466 | | | | 6,713 | | | | 26,347 | | | | 12,043 | |
| | | | | | | | | | | | | | | | | | | | | |
| Total revenues | | | 199,259 | | | | 178,260 | | | | 127,499 | | | | 72,503 | | | | 12,043 | |
| Cost of revenues(2): | | | | | | | | | | | | | | | | | | | | |
| Product | | | 59,917 | | | | 48,126 | | | | 36,035 | | | | 16,904 | | | | — | |
| Professional services and support | | | 7,437 | | | | 7,761 | | | | 4,863 | | | | 2,409 | | | | — | |
| Ratable product and related professional services and support | | | 483 | | | | 1,228 | | | | 2,470 | | | | 10,572 | | | | 9,077 | |
| | | | | | | | | | | | | | | | | | | | | |
| Total cost of revenues | | | 67,837 | | | | 57,115 | | | | 43,368 | | | | 29,885 | | | | 9,077 | |
| | | | | | | | | | | | | | | | | | | | | |
| Gross profit | | | 131,422 | | | | 121,145 | | | | 84,131 | | | | 42,618 | | | | 2,966 | |
| Operating expenses: | | | | | | | | | | | | | | | | | | | | |
| Research and development(2) | | | 40,293 | | | | 37,393 | | | | 25,654 | | | | 14,130 | | | | 9,353 | |
| Sales and marketing(2) | | | 90,241 | | | | 86,008 | | | | 60,115 | | | | 33,765 | | | | 22,369 | |
| General and administrative(2) | | | 23,198 | | | | 17,740 | | | | 14,600 | | | | 5,963 | | | | 3,576 | |
| In-process research and development | | | — | | | | — | | | | 632 | | | | — | | | | — | |
| Acquisition related severance expense | | | — | | | | 197 | | | | — | | | | — | | | | — | |
| Restructuring expenses | | | 1,447 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| Total operating expenses | | | 155,179 | | | | 141,338 | | | | 101,001 | | | | 53,858 | | | | 35,298 | |
| | | | | | | | | | | | | | | | | | | | | |
| Operating loss | | | (23,757 | ) | | | (20,193 | ) | | | (16,870 | ) | | | (11,240 | ) | | | (32,332 | ) |
| Other income (expense), net | | | 1,132 | | | | 4,036 | | | | (7,137 | ) | | | (529 | ) | | | (147 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Loss before provision for income taxes and cumulative effect of change in accounting principle | | | (22,625 | ) | | | (16,157 | ) | | | (24,007 | ) | | | (11,769 | ) | | | (32,479 | ) |
| Provision for income taxes | | | 788 | | | | 967 | | | | 375 | | | | 306 | | | | 156 | |
| | | | | | | | | | | | | | | | | | | | | |
| Loss before cumulative effect of change in accounting principle | | | (23,413 | ) | | | (17,124 | ) | | | (24,382 | ) | | | (12,075 | ) | | | (32,635 | ) |
| Cumulative effect of change in accounting principle | | | — | | | | — | | | | — | | | | 66 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss | | $ | (23,413 | ) | | $ | (17,124 | ) | | $ | (24,382 | ) | | $ | (12,009 | ) | | $ | (32,635 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss per common share; basic and diluted | | $ | (0.28 | ) | | $ | (0.22 | ) | | $ | (0.70 | ) | | $ | (1.07 | ) | | $ | (4.66 | ) |
31
| | |
| (1) | | Prior to the second quarter of fiscal 2006, we had not established VSOE of fair value and accordingly we recognized revenue on the transactions’ entire arrangements fees over the support period. |
| |
| (2) | | Includes stock-based compensation as follows: |
| | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007(3) | | | 2006 | | | 2005 | |
| | | (In thousands) | |
| |
| Cost of revenues | | $ | 1,018 | | | $ | 704 | | | $ | 327 | | | $ | 34 | | | $ | 23 | |
| Research and development | | | 7,577 | | | | 6,200 | | | | 2,925 | | | | 259 | | | | 179 | |
| Sales and marketing | | | 10,520 | | | | 8,953 | | | | 4,362 | | | | 749 | | | | 678 | |
| General and administrative | | $ | 5,464 | | | $ | 3,421 | | | $ | 5,103 | | | $ | 213 | | | $ | 194 | |
| | |
| (3) | | Beginning on August 1, 2006, we adopted SFAS 123R which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to employees and directors. |
| | | | | | | | | | | | | | | | | | | | | |
| | | As of July 31, | |
| | | 2009 | | | 2008 | | | 2007 | | | 2006 | | | 2005 | |
| | | (In thousands) | |
| |
Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 41,298 | | | $ | 37,602 | | | $ | 42,570 | | | $ | 9,263 | | | $ | 4,293 | |
| Short-term investments | | | 81,839 | | | | 64,130 | | | | 62,430 | | | | — | | | | 899 | |
| Working capital (deficit) | | | 115,639 | | | | 103,097 | | | | 109,496 | | | | (10,472 | ) | | | (884 | ) |
| Total assets | | | 203,054 | | | | 188,801 | | | | 152,133 | | | | 38,017 | | | | 30,337 | |
| Equipment loans payable | | | — | | | | — | | | | — | | | | 613 | | | | 1,867 | |
| Deposit for Series D redeemable convertible preferred stock | | | — | | | | — | | | | — | | | | 19,329 | | | | — | |
| Redeemable convertible preferred stock | | | — | | | | — | | | | — | | | | 58,009 | | | | 58,009 | |
Common stock and additionalpaid-in-capital | | | 279,035 | | | | 249,139 | | | | 213,553 | | | | 6,077 | | | | 4,831 | |
| Total stockholders’ equity (deficit) | | $ | 137,585 | | | $ | 130,875 | | | $ | 112,487 | | | $ | (73,000 | ) | | $ | (62,459 | ) |
| |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and results of operations should be read together with our Consolidated Financial Statements and related notes included elsewhere in this report.
Overview
We securely deliver the enterprise network to users, wherever they work or roam, using a combination of solutions. Our adaptive 802.11n Wi-Fi networks optimize themselves to ensure that users are always within reach of mission-critical information. By rightsizing expensive wired LANs with our high-speed 802.11n Wi-Fi, users can potentially reduce both capital and operating expenses. Identity-based security assigns access policies to users, enforcing those policies whenever and wherever a network is accessed. Our Virtual Branch Networking solutions for branch offices, fixed telecommuters, and satellite facilities ensure uninterrupted remote access to applications. Finally, our multi-vendor network management solutions provide a single point of control while managing both legacy and new wireless networks from us and our competitors. The products we license and sell include the ArubaOS operating system, optional value-added software modules, a centralized and vendor neutral mobility management system, high-performance programmable Mobility Controllers, wired and wireless access points, wireless intrusion detection tools, spectrum analyzers, and endpoint compliance solutions.
32
Our products have been sold to over 7,600 end customers worldwide (not including customers of Alcatel-Lucent, our largest channel partner), including some of the largest and most complex global organizations which resulted inyear-over-year revenue growth despite the downturn in the economy. In fiscal 2009, we added 2,200 customers which contributed toyear-over-year revenue growth of 11.8% despite the economic downturn. We have now implemented a two-tier distribution model in most areas of the world, including the United States, with VADs selling our portfolio of products, including a variety of our support services, to a diverse number of VARs. Our focus continues to be management of our channel including selection and growth of high prospect partners, activation of our VARs and VADs through active training and field collaboration, and evolution of our channel programs in consultation with our partners.
Our ability to increase our product revenues will depend significantly on continued growth in the market for enterprise mobility and remote networking solutions, continued acceptance of our products in the marketplace, our ability to continue to attract new customers, our ability to compete, the willingness of customers to displace wired networks with wireless LANs, and our ability to continue to sell into our installed base of existing customers. Our growth in support revenues is dependent upon increasing the number of products under support contracts, which is dependent on both growing our installed base of customers and renewing existing support contracts. Our future profitability and rate of growth, if any, will be directly affected by the continued acceptance of our products in the marketplace, as well as the timing and size of orders, product and channel mix, average selling prices, costs of our products and general economic conditions. Our future profitability will also be affected by our ability to effectively implement and generate incremental business from our two-tier distribution model, the extent to which we invest in our sales and marketing, research and development, and general and administrative resources to grow our business, and current economic conditions.
Economic conditions worldwide have negatively impacted our business. While we believe in the long-term growth prospects of the WLAN market, the deterioration in overall economic conditions and in particular, tightening in the credit markets and reduced spending by both enterprises and consumers have significantly impacted various industries on which we rely for purchasing our products. This has led to our customers deferring purchases in response to tighter credit, negative financial news and delayed budget approvals. For example, we have recently experienced softness in the retail vertical market, as our customers in the retail industry continue to struggle with these economic challenges.
While we saw signs of some stabilization and improved visibility in the second half of fiscal 2009 relative to the first half of fiscal 2009, the economic turmoil in the United States, the continuing credit crisis that has affected worldwide financial markets, the significant volatility in the stock markets and other current negative macroeconomic indicators, such as the global recession, or uncertainty or further weakening in key vertical or geographic markets, have resulted in reductions in capital expenditures by end user customers for our products, longer sales cycles, the deferral or delay of purchase commitments for our products and increased competition. These factors have created significant and increasing uncertainty for the future as they could continue to negatively impact technology spending for the products and services we offer and materially adversely affect our business, operating results and financial condition.
The revenue growth that we have experienced has been driven primarily by an expansion of our customer base coupled with increased purchases from existing customers. We believe the growth we have experienced is the result of business enterprises needing to provide secure mobility to their users in a manner that we believe is more cost effective than the traditional approach of using port-centric networks. While we have experienced both longer sales cycles and seasonality, both of which have slowed our revenue growth, we believe that, without the effect of the current economic conditions, our revenues may have increased at a higher rate during fiscal 2009.
Each quarter, our ability to meet our product revenue expectations is dependent upon (1) new orders received, shipped, and recognized in a given quarter, (2) the amount of orders booked but not shipped in the prior quarter that are shipped in the current quarter, and (3) the amount of deferred revenue entering a given quarter. Our ability to meet our forecasted revenue is dependent on our ability to convert our sales pipeline into product revenues from orders received and shipped within the same fiscal quarter. Our product deferred revenue is comprised of revenue associated with product orders that have shipped but where the terms of the agreement contain acceptance terms and conditions or other terms that require that the revenue be deferred until all revenue recognition criteria are met, as
33
well as those customer contracts that we entered into prior to our establishment of VSOE of fair value. We typically ship products within a reasonable time period after the receipt of an order.
In November 2008, as a result of the macroeconomic downturn, our board of directors approved a plan to reduce our costs and streamline operations through a combination of a reduction in our work force and the closing of certain facilities. The majority of the reduction in our work force was completed in the second quarter of fiscal 2009 and the remaining reduction was completed in the third quarter of fiscal 2009. The reduction in our work force resulted in the termination of 46 employees worldwide, or about 8% of our global work force. Expenses associated with the work force reduction, which were comprised primarily of severance and benefits payments as well as professional fees associated with career transition services, totaled $1.1 million. Additionally, we closed facilities in California and North Carolina and incurred facility exit costs of $0.3 million as a result. These expenses were recorded in the second quarter of fiscal 2009. These cost reduction efforts, when added to our other cost control measures, resulted in a savings of approximately $2.0 million during the second quarter of fiscal 2009. We realized approximately $5.0 million in additional savings during the second half of fiscal 2009 based on all of our cost reduction efforts. These efforts included a decrease in marketing, travel and entertainment, outside contractor and other discretionary expenses, as well as hiring controls.
In February 2009, we commenced an exchange offer to allow certain of our employees the opportunity to exchange all or a portion of their eligible outstanding stock options for the same number of new options. The new options had an exercise price of $2.91, equal to the closing price per share of our common stock on March 17, 2009. Stock options held by eligible employees with exercise prices above this closing price were eligible for the exchange offer. Generally, all employees who hold options, other than our board members, Section 16 officers and employees located in China, France, India or the Netherlands, were eligible to participate in the program.
The number of shares of common stock subject to outstanding options did not change as a result of the exchange offer. New options issued as part of the exchange offer are subject to a new vesting schedule in which one-third of the shares subject to each new option grant will vest on the one-year anniversary of the new grant date with the remaining shares vesting in equal monthly installments over the following two years. The new options will have a maximum term of seven years following the new grant date. We will recognize $3.4 million in incremental stock-based compensation expense over the vesting period of the new grants. We recognized $0.4 million in incremental stock-based compensation expense arising from the new options that were issued as part of the exchange offer.
Revenues, Cost of Revenues and Operating Expenses
Revenues
We derive our revenues from sales of our ArubaOS operating system, controllers, wired and wireless access points, application software modules, multi-vendor management solution software, and professional services and support. Professional services revenues consist of consulting and training services. Consulting services primarily consist of installation support services. Training services are instructor led courses on the use of our products. Support revenues typically consist of software updates, on a when and if available basis, telephone and internet access to technical support personnel and hardware support. We provide customers with rights to unspecified software product upgrades and to maintenance releases and patches released during the term of the support period.
We sell our products directly through our sales force and indirectly through VADs, VARs, and OEMs. We expect revenues from indirect channels to continue to constitute a significant majority of our future revenues.
We sell our products to channel partners and end customers located in the Americas, Europe, the Middle East, Africa and Asia Pacific. Shipments to our channel partners that are located in the United States are classified as U.S. revenue regardless of the location of the end customer. We continue to expand into international locations and introduce our products in new markets, and we expect international revenues to increase in absolute dollars and remain consistent to fiscal 2009 as a percentage of total revenues in future periods. For more information about our international revenues, see Note 12 of Notes to Consolidated Financial Statements.
34
Cost of Revenues
Cost of product revenues consists primarily of manufacturing costs for our products, shipping and logistics costs, and expenses for inventory obsolescence and warranty obligations. We utilize third parties to manufacture our products and perform shipping logistics. We have outsourced the substantial majority of our manufacturing, repair and supply chain operations. Accordingly, the substantial majority of our cost of revenues consists of payments to Flextronics, our contract manufacturer. Flextronics manufactures our products in China and Singapore using quality assurance programs and standards that we jointly established. Manufacturing, engineering and documentation controls are conducted at our facilities in Sunnyvale, California and Bangalore, India. Cost of product revenues also includes amortization expense from our purchased intangible assets.
Cost of professional services and support revenues is primarily comprised of the personnel costs, including stock-based compensation, of providing technical support, including personnel costs associated with our internal support organization. In addition, we employ a third-party support vendor to complement our internal support resources, the costs of which are included within costs of professional services and support revenues.
Gross Margin
Our gross margin has been, and will continue to be, affected by a variety of factors, including:
| | |
| | • | the proportion of our products that are sold through direct versus indirect channels; |
| |
| | • | new product introductions and enhancements both by us and by our competitors; |
| |
| | • | product mix and average selling prices; |
| |
| | • | pressure to discount our products in response to our competitor’s discounting practices; |
| |
| | • | demand for our products and services; |
| |
| | • | our ability to attain volume manufacturing pricing from Flextronics and our component suppliers; |
| |
| | • | losses associated with excess and obsolete inventory; |
| |
| | • | growth in our headcount and other related costs incurred in our customer support organization; and |
| |
| | • | amortization expense from our purchased intangible assets. |
Due to higher net effective discounts for products sold through our indirect channel, our overall gross margins for indirect channel sales are typically lower than those associated with direct sales. We expect product revenues from our indirect channel to continue to constitute a significant majority of our total revenues, which, by itself, negatively impacts our gross margins.
Operating Expenses
Operating expenses consist of research and development, sales and marketing, and general and administrative expenses. The largest component of our operating expenses is personnel costs. Personnel costs consist of salaries, benefits and incentive compensation for our employees, including commissions for sales personnel and stock-based compensation for all employees.
Our headcount increased from 541 employees at July 31, 2008 to 545 employees at July 31, 2009. In November 2008, our board of directors approved a plan to reduce our costs and streamline operations, through a combination of a reduction in work force and closing certain facilities. As part of this effort we terminated 46 employees worldwide, or about 8% of our global work force. We completed our reduction in work force in the third quarter of fiscal 2009. Going forward, we expect to continue to strategically hire employees throughout the company as well as invest in research and development.
Research and development expenses primarily consist of personnel costs and facilities costs. We expense research and development expenses as incurred. We are devoting substantial resources to the continued development of additional functionality for existing products and the development of new products. We intend to continue to invest significantly in our research and development efforts because we believe it is essential to
35
maintaining our competitive position. For fiscal 2010, we expect research and development expenses to increase on an absolute dollar basis and remain consistent or decrease as a percentage of revenue compared to fiscal 2009.
Sales and marketing expenses represent the largest component of our operating expenses and primarily consist of personnel costs, sales commissions, marketing programs and facilities costs. Marketing programs are intended to generate revenue from new and existing customers and are expensed as incurred.
We plan to continue to invest strategically in sales and marketing with the intent to add new customers and increase penetration within our existing customer base, expand our domestic and international sales and marketing activities, build brand awareness and sponsor additional marketing events. We expect future sales and marketing expenses to continue to be our most significant operating expense. Generally, sales personnel are not immediately productive, and thus, the increase in sales and marketing expenses that we experience as we hire additional sales personnel is not expected to immediately result in increased revenues and reduces our operating margins until such sales personnel become productive and generate revenue. Accordingly, the timing of sales personnel hiring and the rate at which they become productive will affect our future performance. For fiscal 2010, we expect sales and marketing expenses to increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2009.
General and administrative expenses primarily consist of personnel and facilities costs related to our executive, finance, human resource, information technology and legal organizations, as well as insurance, investor relations, and IT infrastructure costs related to our new ERP system. Further, our general and administrative expenses include professional services consisting of outside legal, audit, Sarbanes-Oxley and information technology consulting costs. We expect that we will incur significant additional legal costs related to defending ourselves against claims made by outside parties, such as the claims described below in Part I, Item 1 of this report. For fiscal 2010, we expect general and administrative expenses to increase on an absolute dollar basis and remain consistent or decrease as a percentage of revenue compared to fiscal 2009.
Stock-Based Compensation
We recognized $24.6 million, $19.3 million, and $12.7 million of stock-based compensation for fiscal years 2009, 2008, and 2007, respectively.
Other Income (Expense), net
Other income (expense), net includes interest income on cash balances, accretion of discount or amortization of premium on short-term investments, interest expense, and losses or gains on remeasurement ofnon-U.S. dollar transactions into U.S. dollars. Cash has historically been invested in money market funds and marketable securities. During fiscal 2008 and 2007, other income (expense), net also included adjustments to record our outstanding preferred stock warrants to fair value. Subsequent to our initial public offering (“IPO”) in March 2007, we are no longer required to remeasure these warrants to fair value.
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These accounting principles require us to make estimates and judgments that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. We believe that the estimates and judgments upon which we rely are reasonable based upon information available to us at the time that these estimates and judgments are made. To the extent there are material differences between these estimates and actual results, our consolidated financial statements will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include revenue recognition, stock-based compensation, inventory valuation, allowances for doubtful accounts, income taxes, and goodwill and purchased intangible assets.
36
Revenue Recognition and Sales Returns
Our revenues are derived primarily from two sources: (1) product revenue, including hardware and software products, and (2) related professional services and support revenue, net of estimated sales returns and earned reseller rebates. Support typically includes software updates, on a when and if available basis, telephone and internet access to technical support personnel and hardware support. We provide our customers with rights to unspecified software product upgrades and to maintenance releases and patches released during the term of the support period. Revenues for support services are recognized on a straight-line basis over the service contract term, which is typically between one year and five years.
We account for revenues in accordance with Statement of PositionNo. 97-2,Software Revenue Recognition, and all related amendments and interpretations(“SOP 97-2”) because our products are integrated with software that is essential to their functionality and because we provide unspecified software upgrades and enhancements related to the equipment through support agreements.
Typically, our sales involve multiple elements, such as sales of products that include support, trainingand/or consulting services. When a sale involves multiple elements, we allocate the entire fee from the arrangement to each respective element based on its VSOE of fair value and recognize revenue when each element’s revenue recognition criteria are met. VSOE of fair value for each element is established based on the sales price we charge when the same element is sold separately. If VSOE of fair value cannot be established for the undelivered element of an agreement, when the undelivered element is support, the entire amount of revenue from the arrangement is deferred and recognized ratably over the period that the support is delivered. Prior to the second quarter of fiscal 2006, we had not been able to establish VSOE of fair value in accordance withSOP 97-2 at the outset of our arrangements. Accordingly, prior to the second quarter of 2006, we recognized revenue for the entire transaction ratably over the support period, as the only undelivered element was typically support.
Beginning in the second quarter of fiscal 2006, we were able to establish VSOE of fair value at the outset of our arrangements as we established a new support and services pricing policy, with different services and support offerings than were previously sold. We also began selling support services separately from our arrangements in the form of support renewals. Accordingly, beginning in the second quarter of fiscal 2006, we began recognizing product revenues upon delivery using the residual method for transactions where all other revenue recognition criteria were met. As we had not been able to establish VSOE on our prior services and support offerings, all transactions prior to the second quarter of fiscal 2006 continue to be recognized ratably over the support period.
We recognize revenue only when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is probable. Additionally, we recognize revenue from indirect channel partners upon persuasive evidence provided by our channel partners of a sale to an end customer. If a sale to an end customer has not occurred by the end of the month in which we ship our products to the channel partner, the revenue is deferred and the products that remain in the partner’s inventory pending a sale to an end customer are classified on the consolidated balance sheet as deferred costs until the sale to an end customer occurs and the channel partner provides persuasive evidence of the sale. The amount of inventory held by resellers pending a sale to an end customer was $0.4 million and $1.7 million as of July 31, 2009 and 2008, respectively.
The related sale of support services to a reseller occurs when a specific sale to an end customer occurs. If the sale of support services occurs at the same time as we receive the initial purchase order from the reseller, the support services are included on that purchase order and recognized ratably over the related support period, commencing on the date of delivery to the end customer. If the sale of support services occurs after we receive the initial purchase order, the support services for the specific product sales are purchased on a subsequent purchase order. The subsequent purchase order is received at the time thepoint-of-sale (“POS”) report is provided for all product sales that occurred during the month. The support services are recognized ratably over the related support period, commencing from the delivery date to each respective end customer.
Post-contractual support (“PCS”) services that we provide to our channel partners differ from PCS that we provide to our end customers in that we are only obligated to provide support services to the channel partner directly, while the channel partner is obligated to provide support services directly to the end customer. The channel partner is obligated to provide Level 1 and Level 2 support services to the end customer, including technical support
37
and RMA fulfillment, while our obligations are only to provide software upgrades and Level 3 technical support in the unusual scenario in which the channel partner is unable to provide the technical support that the end customer requires.
We record estimated sales returns as a reduction to revenues upon shipment based on our contractual obligations and historical returns experience. In cases where we are aware of circumstances that will likely result in a specific customer’s request to return purchased equipment, we record a specific sales returns reserve.
Stock-Based Compensation
We apply the provisions of SFAS No. 123R which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. Our share-based payment awards include stock options, restricted stock units and awards, and employee stock purchase plan awards. We calculate the fair value of restricted stock based on the fair market value on the date of grant. We calculate the fair value of stock options and employee stock purchase plans on the date of grant using the Black-Scholes option-pricing method. This methodology requires the use of subjective assumptions, including expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected dividends. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. We determine the amount of stock-based compensation expense based on awards that we ultimately expect to vest, reduced for estimated forfeitures. In addition, compensation expense includes the effects of awards modified, repurchased or cancelled.
Goodwill and Intangibles
We apply SFAS No. 142,Goodwill and Other Intangible Assetsand perform an annual goodwill impairment test. For purposes of impairment testing, we have determined that we have only one reporting unit. The identification and measurement of goodwill impairment involves the estimation of the fair value of the Company. These estimates of fair value are based on the best information available as of the date of the assessment, which primarily includes our market capitalization. We did not recognize impairment charges in any of the periods presented.
Purchased intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets, which range from two to seven years. Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Some factors we consider important which could trigger an impairment review include the following:
| | |
| | • | significant underperformance relative to estimated results; |
| |
| | • | significant changes in the manner of our use of the acquired assets or the strategy for our overall business; and |
| |
| | • | significant negative industry or economic trends. |
Determination of recoverability of purchased intangible assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss is based on the fair value of the asset. We did not recognize impairment charges in any of the periods presented.
Screening for and assessing whether impairment indicators exist or if events or changes in circumstances have occurred, including market conditions, operating fundamentals, competition and general economic conditions, requires significant judgment. Additionally, changes in the technology industry occur frequently and quickly. Therefore, there can be no assurance that a charge to operating expenses will not occur as a result of future goodwill and purchased intangible impairment tests.
Inventory Valuation
Inventory consists of hardware and related component parts and is stated at the lower of cost or market. Cost is computed using the standard cost, which approximates actual cost, on afirst-in, first-out basis. We record inventory
38
write-downs for potentially excess inventory based on forecasted demand, economic trends, technological obsolescence of our products and transition of inventory related to new product releases. If future demand or market conditions are less favorable than our projections, additional inventory write-downs could be required and would be reflected in cost of product revenues in the period the revision is made. At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Inventory write-downs amounted to $3.4 million, $1.2 million, and $1.1 million fiscal years 2009, 2008, and 2007, respectively.
Allowances for Doubtful Accounts
We record a provision for doubtful accounts based on historical experience and a detailed assessment of the collectibility of our accounts receivable. In estimating the allowance for doubtful accounts, our management considers, among other factors, (1) the aging of the accounts receivable, including trends within and ratios involving the age of the accounts receivable, (2) our historical write-offs, (3) the credit-worthiness of each customer, (4) the economic conditions of the customer’s industry, and (5) general economic conditions, especially given the recent financial crisis in today’s economic environment. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet their financial obligations to us, we record a specific allowance against amounts due from the customer, and thereby reduce the net recognized receivable to the amount we reasonably believe will be collected. The allowance for doubtful accounts was $0.4 million and $0.6 million at July 31, 2009 and 2008, respectively.
Income Taxes
We use the asset and liability method of accounting for income taxes in accordance with FASB Statement No. 109,Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for deductible temporary differences, along with net operating loss carryforwards, if it is more likely than not that the tax benefits will be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences, research and credit carryforwards and net operating loss carryforwards are deductible. To the extent deferred tax assets cannot be recognized under the preceding criteria, a valuation allowance is established.
Income tax contingencies are accounted for in accordance with FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes(“FIN 48”), and may require significant management judgment in estimating final outcomes. Actual results could differ materially from these estimates and could significantly affect the effective tax rate and cash flows in future years. At July 31, 2009, we had $5.1 million of unrecognized tax benefits, none of which would materially affect our income tax expense if recognized to the extent that we continue to maintain a full valuation allowance against our deferred tax assets.
Based on the available objective evidence, including the fact that we have generated financial statement losses since inception, management believes it is more likely than not that the deferred tax assets will not be realized. Accordingly, management has applied a full valuation allowance against our deferred tax assets.
Recent Accounting Pronouncements
See Note 1 of Notes to Consolidated Financial Statements for recent accounting pronouncements that could have an effect on us.
39
Results of Operations
The following table presents our historical operating results as a percentage of revenues for the periods indicated:
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| |
| Revenues: | | | | | | | | | | | | |
| Product | | | 81.3 | % | | | 83.3 | % | | | 84.6 | % |
| Professional services and support | | | 18.0 | % | | | 14.7 | % | | | 10.1 | % |
| Ratable product and related professional services and support | | | 0.7 | % | | | 2.0 | % | | | 5.3 | % |
| | | | | | | | | | | | | |
| Total revenues | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
| Cost of revenues: | | | | | | | | | | | | |
| Product | | | 30.1 | % | | | 27.0 | % | | | 28.3 | % |
| Professional services and support | | | 3.7 | % | | | 4.4 | % | | | 3.8 | % |
| Ratable product and related professional services and support | | | 0.2 | % | | | 0.6 | % | | | 1.9 | % |
| | | | | | | | | | | | | |
| Gross margin | | | 66.0 | % | | | 68.0 | % | | | 66.0 | % |
| Operating expenses: | | | | | | | | | | | | |
| Research and development | | | 20.3 | % | | | 21.0 | % | | | 20.1 | % |
| Sales and marketing | | | 45.3 | % | | | 48.2 | % | | | 47.1 | % |
| General and administrative | | | 11.6 | % | | | 10.0 | % | | | 11.5 | % |
| In-process research and development | | | — | | | | — | | | | 0.5 | % |
| Acquisition related expenses | | | — | | | | 0.1 | % | | | — | |
| Restructuring expenses | | | 0.7 | % | | | — | | | | — | |
| | | | | | | | | | | | | |
| Operating margin | | | (11.9 | )% | | | (11.3 | )% | | | (13.2 | )% |
| Other income (expense), net | | | 0.5 | % | | | 2.2 | % | | | (5.6 | )% |
| | | | | | | | | | | | | |
| Loss before income taxes | | | (11.4 | )% | | | (9.1 | )% | | | (18.8 | )% |
| Provision for income taxes | | | 0.4 | % | | | 0.5 | % | | | 0.3 | % |
| | | | | | | | | | | | | |
| Net loss | | | (11.8 | )% | | | (9.6 | )% | | | (19.1 | )% |
| | | | | | | | | | | | | |
40
Revenues
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | (In thousands) | |
| |
| Total revenues | | $ | 199,259 | | | $ | 178,260 | | | $ | 127,499 | |
| | | | | | | | | | | | | |
| Type of revenues: | | | | | | | | | | | | |
| Product | | | 161,927 | | | | 148,550 | | | | 107,939 | |
| Professional services and support | | | 35,946 | | | | 26,244 | | | | 12,847 | |
| Ratable product and related professional services and support | | | 1,386 | | | | 3,466 | | | | 6,713 | |
| | | | | | | | | | | | | |
| Total revenues | | $ | 199,259 | | | $ | 178,260 | | | $ | 127,499 | |
| | | | | | | | | | | | | |
| Revenues by geography: | | | | | | | | | | | | |
| United States | | | 129,991 | | | | 118,647 | | | | 84,878 | |
| Europe, the Middle East and Africa | | | 34,178 | | | | 31,149 | | | | 20,710 | |
| Asia Pacific | | | 27,023 | | | | 20,231 | | | | 13,301 | |
| Rest of World (including Japan) | | | 8,067 | | | | 8,233 | | | | 8,610 | |
| | | | | | | | | | | | | |
| Total revenues | | $ | 199,259 | | | $ | 178,260 | | | $ | 127,499 | |
| | | | | | | | | | | | | |
During fiscal 2009, total revenues increased 11.8% over fiscal 2008 due to a $23.1 million increase in product and professional services and support revenues. The increase in revenues was attributable to the continual and steady growth of the WLAN market and the significant growth in our customer base as we added approximately 2,200 new customers. Revenue in the education vertical also experienced strong growth during fiscal 2009.
Our product revenues were bolstered by an increase in revenue related to our 802.11n access points. Further, product revenues have grown as companies continue to move toward a low-cost IT infrastructure solution, which we believe is due in part to the recent economic downturn.
The increase in professional services and support revenues is a result of increased product and first year support sales combined with the renewal of support contracts by existing customers. As our customer base grows over time, we expect the proportion of our revenues represented by support revenues to increase because substantially all of our customers purchase support when they purchase our products.
Ratable product and related professional services and support revenues decreased in fiscal 2009 compared to fiscal 2008 due to the run-off in the amortization of deferred revenue associated with those customer contracts that we entered into prior to our establishment of VSOE of fair value. We expect ratable product and related professional services and support revenues to continue to decrease in absolute dollars and as a percentage of total revenues in future periods.
In fiscal 2009, we derived 84.6% of our total revenues from indirect channels, which consist of VADs, VARs and OEMs, compared to 80.5% in fiscal 2008. Going forward, we expect to continue to derive a significant majority of our total revenues from indirect channels as we continue to focus on improving the ability of our indirect channel partners to more effectively market and sell our products.
Revenues from shipments to locations outside the United States increased $9.7 million during fiscal 2009 compared to fiscal 2008 due to an increase in demand for our products as the WLAN market expanded internationally, resulting in an increase in our customer base. We continue to expand into international locations and introduce our products in new markets, and we expect international revenues to increase in absolute dollars compared to fiscal 2009, and remain consistent to fiscal 2009 as a percentage of total revenues in future periods.
Total revenues increased in fiscal 2008 compared to fiscal 2007 primarily due to an increase in product revenue as a result of the continual and steady growth of the WLAN market, the growth in our customer base during fiscal 2008 and the introduction of our new 802.11n access points. The increase was partially offset by a decrease in ratable product and related professional services and support revenue. We generated 33.4% of our revenues in fiscal 2008 from shipments to locations outside of the U.S. consistent with fiscal 2007. Revenue from our indirect
41
channels was 80.5% of total revenues in fiscal 2008 compared to 82.8% of total revenues in fiscal 2007 driven by strong revenues from our large direct customers.
Cost of Revenues and Gross Margin
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | (In thousands) | |
| |
| Total revenues | | $ | 199,259 | | | $ | 178,260 | | | $ | 127,499 | |
| Cost of product | | | 59,917 | | | | 48,126 | | | | 36,035 | |
| Cost of professional services and support | | | 7,437 | | | | 7,761 | | | | 4,863 | |
| Cost of ratable product and related professional services and support | | | 483 | | | | 1,228 | | | | 2,470 | |
| | | | | | | | | | | | | |
| Total cost of revenues | | | 67,837 | | | | 57,115 | | | | 43,368 | |
| | | | | | | | | | | | | |
| Gross profit | | $ | 131,422 | | | $ | 121,145 | | | $ | 84,131 | |
| Gross margin | | | 66.0 | % | | | 68.0 | % | | | 66.0 | % |
During fiscal 2009 cost of revenues increased 18.8% compared to fiscal 2008 due to an increase in our product revenue, an increase in inventory reserves of $3.4 million due to the transition of inventory related to new product releases, and amortization expense related to the acquisition of AirWave in late fiscal 2008. The substantial majority of our cost of product revenues consists of payments to Flextronics, our contract manufacturer. For fiscal 2009, 2008 and 2007, payments to Flextronics and Flextronics-related costs constituted more than 75% of our cost of product revenues.
Cost of professional services and support revenues decreased 4.2% during fiscal 2009 compared to fiscal 2008. Most of the decrease was attributable to the fact that, during fiscal 2008, we recognized the costs associated with several significant professional services transactions for large product installations.
Cost of ratable product and related professional services and support revenues decreased during these periods consistent with the decrease in ratable product and related professional services and support revenues.
As we expand internationally, we may incur additional costs to conform our products to comply with local laws or local product specifications. In addition, as we expand internationally, we plan to continue to hire additional technical support personnel to support our growing international customer base.
Gross margins decreased by 2.0% during fiscal 2009 compared to fiscal 2008 as a result of a large retail deal recognized in the first quarter of fiscal 2009 that had a lower gross margin, an increase in amortization expense related to the acquisition of AirWave which occurred in late fiscal 2008, and an increase in our inventory reserves due to product transitions.
In fiscal 2008 cost of revenues increased 31.7% compared to fiscal 2007 primarily due to the corresponding increase in our revenues. Cost of professional services and support revenues increased during this period primarily as a result of several significant professional services transactions for large installations of our products that we entered into in the first quarter of fiscal 2008. Amortization expense included in cost of revenues also increased due to the acquisition of AirWave.
Gross margins improved for fiscal 2008 compared to fiscal 2007 due to the increase in our revenues, which grew at a higher rate than the associated costs. For the first three quarters of fiscal 2008, gross margins increased primarily as a result of a favorable change in our product mix as we continued to sell more higher-margin products, as well as the high growth rate and percentage of revenue derived from our support business. However, in the fourth quarter of fiscal 2008, we sold more access points than in prior quarters, which generally contribute a lower gross margin.
42
Research and Development Expenses
| | | | | | | | | | | | | |
| | | Years Ended July 31, |
| | | 2009 | | 2008 | | 2007 |
| | | (In thousands) |
| |
| Research and development expenses | | $ | 40,293 | | | $ | 37,393 | | | $ | 25,654 | |
| Percent of total revenues | | | 20.3 | % | | | 21.0 | % | | | 20.1 | % |
During fiscal 2009, research and development expenses increased 7.8% compared to fiscal 2008 primarily due to an increase of $1.9 million in personnel and related costs, including $1.4 million in stock-based compensation. Facilities expenses increased $0.5 million as a result of leasing a new building for our Sunnyvale, CA headquarters, as well as facilities-related expenses of AirWave. Depreciation expense also increased $0.8 million due to an increase in fixtures, machinery and equipment used to design and test new products. These increases were partially offset by a decrease in expenses related to consulting services of $0.3 million due to our cost-cutting efforts.
In fiscal 2008, research and development expenses increased 45.8% compared to fiscal 2007, primarily as a result of an increase in headcount. Personnel and related expenses increased $8.7 million, including an increase of $3.3 million in stock-based compensation. Outside services for engineering also increased by $0.8 million as a result of hiring several outside agencies to perform compliance reviews on our 802.11n access points. Facilities expenses increased $0.8 million as a result of leasing a new building for our Sunnyvale, CA headquarters, as well as facilities-related expenses of AirWave. Depreciation expense also increased $0.8 million due to an increase in machinery and equipment used to design and test new products.
Sales and Marketing Expenses
| | | | | | | | | | | | | |
| | | Years Ended July 31, |
| | | 2009 | | 2008 | | 2007 |
| | | (In thousands) |
| |
| Sales and marketing expenses | | $ | 90,241 | | | $ | 86,008 | | | $ | 60,115 | |
| Percent of total revenues | | | 45.3 | % | | | 48.2 | % | | | 47.1 | % |
During fiscal 2009, sales and marketing expenses increased 4.9% over fiscal 2008 primarily due to an increase of $4.0 million in sales commissions as a result of the increase in revenues. Overall personnel and related costs increased $1.5 million due to several factors including an increase of $2.8 million in salaries andstock-based compensation due to an increase in headcount, and decreases in travel and entertainment expenses of $1.1 million and employee benefits of $0.5 million. Amortization expense increased $0.9 million compared to fiscal 2008 due to the acquisition of AirWave in late fiscal 2008. The amortization expense relates to intangible assets such as tradenames, customer relationships and contracts. These increases were partially offset by a decrease in marketing program expenses of $1.5 million and costs for internal equipment demonstration kits of $0.7 million as part of our cost-control efforts.
In fiscal 2008, sales and marketing expenses increased 43.1% over fiscal 2007 primarily as a result of an increase in headcount. Personnel and related expenses increased $19.0 million including $4.6 million of stock-based compensation. Demonstration equipment expenses increased $0.7 million also due to the increase in headcount as each new sales representative is provided demonstration equipment. Facilities expenses increased $1.3 million as a result of leasing a new building for our Sunnyvale, CA headquarters, as well as facilities-related expenses of AirWave. Marketing programs increased $0.8 million, amortization expense increased $0.6 million, and depreciation expense increased $0.4 million.
General and Administrative Expenses
| | | | | | | | | | | | | |
| | | Years Ended July 31, |
| | | 2009 | | 2008 | | 2007 |
| | | (In thousands) |
| |
| General and administrative expenses | | $ | 23,198 | | | $ | 17,740 | | | $ | 14,600 | |
| Percent of total revenues | | | 11.6 | % | | | 10.0 | % | | | 11.5 | % |
43
During fiscal 2009, general and administrative expenses increased 30.8% compared to fiscal 2008 primarily due to an increase of $2.4 million in legal fees related to litigation. See Note 13 of the Notes to the Consolidated Financial Statements. Further, personnel and related costs increased $2.6 million as a result of additional grants of stock-based awards which in turn increased stock based compensation. Professional accounting fees also increased $0.6 million related to Sarbanes-Oxley compliance costs and external audit services.
In fiscal 2008, general and administrative expenses increased 21.5% compared to fiscal 2007, primarily as a result of an increase in headcount. Consequently, personnel expenses increased $1.3 million. This increase in other personnel expenses was partially offset by a decrease in stock based compensation of $1.7 million. During the third quarter of fiscal 2007, we recorded a one-time charge of $1.4 million in stock-based compensation expense as a result of issuing stock to a charitable foundation. Professional fees associated with legal and audit services increased $1.9 million primarily due to litigation, Sarbanes-Oxley compliance consulting and additional costs associated with being a public company. Facilities expenses increased $0.3 million as a result of leasing a new building for our Sunnyvale, CA headquarters, as well as facilities-related expenses of AirWave.
In-Process Research and Development Expense
In-process research and development expense for fiscal 2007 related to our acquisition of Network Chemistry’s line of RFProtect and BlueScanner wireless security products on July 20, 2007 and consisted of feature enhancements and functional improvements to the underlying technology. A total of $632,000 was expensed upon the consummation of the acquisition in fiscal 2007 because technological feasibility had not been established and no future alternative uses existed. This development project was intended to add new functionalities necessary to address evolving customer needs and drive market acceptance of the acquired products. The acquired in-process technology was at a stage of development that required further research and development to determine technical feasibility and commercial viability. Because the in-process research and development was not yet complete and not yet generating revenue and profits, there was risk that the developments would not be completedand/or not competitive with other products using alternative technologies that offer comparable functionalities. During fiscal 2008, we completed the in-process research and development projects, the results of which were consistent with our expectations.
Acquisition Related Severance Expenses
In connection with the acquisition of AirWave, we terminated one of AirWave’s executives due to redundancy. As a result, we recorded expenses totaling approximately $197,000 for severance and related benefit costs.
Restructuring Expenses
In November 2008, as a result of the macroeconomic downturn, our board of directors approved a plan to reduce our costs and streamline operations through a combination of a reduction in our work force and the closing of certain facilities. The majority of the reduction in our work force was completed in the second quarter of fiscal 2009 while the remaining reduction was completed in the third quarter of fiscal 2009. The reduction in our work force resulted in the termination of 46 employees worldwide, or about 8% of our global work force, mainly in the sales and marketing and research and development functions. Expenses associated with the work force reduction, which were comprised primarily of severance and benefits payments as well as professional fees associated with career transition services, totaled $1.1 million. Additionally, we closed facilities in California and North Carolina and incurred facility exit costs of $0.3 million as a result. These cost reduction efforts, when added to our other cost control measures, resulted in a savings of approximately $2.0 million during the second quarter of fiscal 2009. We realized approximately $5.0 million in additional savings during the second half of fiscal 2009 based on all of our cost reduction efforts which included a decrease in marketing, travel and entertainment, outside contractor and other discretionary expenses, as well as hiring controls.
44
Other Income (Expense), net
Other income (expense), net consists primarily of interest income, interest expense, foreign currency exchange gains and losses, and expense for warrants issued in connection with equipment loans.
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | (In thousands) | |
| |
| Interest income | | $ | 1,837 | | | $ | 4,083 | | | $ | 2,221 | |
| Interest expense | | | — | | | | — | | | | (88 | ) |
| Other income (expense), net | | | (705 | ) | | | (47 | ) | | | (9,270 | ) |
| | | | | | | | | | | | | |
| Total other income (expense), net | | $ | 1,132 | | | $ | 4,036 | | | $ | (7,137 | ) |
| | | | | | | | | | | | | |
Despite the increase in cash and short-term investment balances, interest income during fiscal 2009 decreased 55.0% from fiscal 2008 primarily due to declining interest rates. Our averageyield-to-maturity rate decreased from 4.11% in fiscal 2008 to 1.97% in fiscal 2009.
Other income (expense), net decreased during fiscal 2009 compared to fiscal 2008 primarily due to the one-time inclusion of other income of $715,000 in the first quarter of fiscal 2008 as a result of revaluing our warrants to purchase preferred stock.
Interest income increased in fiscal 2008 from fiscal 2007 primarily due to the length of time cash was held in interest-bearing investments in fiscal 2008 compared to fiscal 2007. Our cash equivalents and short-term investments balance as of July 31, 2008 was $80.3 million compared to $101.4 million as of July 31, 2007. However, $91.8 million of the balance as of July 31, 2007 was received as a result of our IPO in March 2007. Thus the interest earned in fiscal 2007 was lower than fiscal 2008 because the investments were held for a shorter period of time.
During fiscal 2007, we adjusted the carrying value of our preferred stock warrants to their fair value each period resulting in warrant expense. Subsequent to the IPO and the associated conversion of our outstanding redeemable convertible preferred stock to common stock, the warrants to purchase shares of redeemable convertible preferred stock were converted to warrants to purchase an equivalent number of shares of our common stock, and the warrants were no longer subject to remeasurement. These fair value adjustments account for the remaining change in other income (expense), net.
Provision for Income Taxes
Since inception, we have incurred operating losses. However, while we generated book losses, we generated operating income for foreign, federal and state tax purposes resulting in tax provisions during fiscal 2009. As of July 31, 2009, we had net operating loss carryforwards of $84.1 million and $71.1 million for federal and state income tax purposes, respectively. We also had research and credit carryforwards of $6.0 million for federal and $5.7 million for state income tax purposes as of July 31, 2009. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, all federal and state deferred tax assets have been fully offset by a valuation allowance. If not utilized, the federal and state net operating loss and tax credit carryforwards will expire between 2013 and 2022. Utilization of these net operating losses and credit carryforwards may be subject to an annual limitation due to provisions of the Internal Revenue Code of 1986, as amended, that are applicable if we have experienced an “ownership change” in the past, or if an ownership change occurs in the future. See Note 9 of Notes to Consolidated Financial Statements.
We recognize in the consolidated financial statements only those tax positions determined to be more likely than not of being sustained according to FIN 48. As a result of the implementation of FIN 48, we did not record any changes to the liability for unrecognized tax benefits related to tax positions taken in prior periods, and no corresponding change in accumulated deficit. Additionally, we did not make any reclassifications between current taxes payable and long-term taxes payable upon adoption of FIN 48.
45
Quarterly Fluctuations in Operating Results
The following table sets forth our unaudited quarterly consolidated statement of operations data for each of the eight quarters ended July 31, 2009. In management’s opinion, the data has been prepared on the same basis as the audited consolidated financial statements included in this report, and reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of this data.
| | | | | | | | | | | | | | | | | |
| | | For the Three Months Ended | |
2009 | | July 31, | | | April 30, | | | January 31, | | | October 31, | |
| | | (In thousands, except per share data) | |
| |
| Revenues | | | | | | | | | | | | | | | | |
| Product | | $ | 43,366 | | | $ | 35,822 | | | $ | 38,871 | | | $ | 43,868 | |
| Professional services and support | | | 9,675 | | | | 9,666 | | | | 8,468 | | | | 8,137 | |
| Ratable product and related professional services and support | | | 285 | | | | 318 | | | | 342 | | | | 441 | |
| | | | | | | | | | | | | | | | | |
| Total revenues | | | 53,326 | | | | 45,806 | | | | 47,681 | | | | 52,446 | |
| Cost of revenues | | | | | | | | | | | | | | | | |
| Product | | | 15,939 | | | | 14,005 | | | | 13,368 | | | | 16,605 | |
| Professional services and support | | | 1,852 | | | | 1,814 | | | | 1,838 | | | | 1,933 | |
| Ratable product and related professional services and support | | | 98 | | | | 110 | | | | 120 | | | | 155 | |
| | | | | | | | | | | | | | | | | |
| Total cost of revenues | | | 17,889 | | | | 15,929 | | | | 15,326 | | | | 18,693 | |
| | | | | | | | | | | | | | | | | |
| Gross profit | | | 35,437 | | | | 29,877 | | | | 32,355 | | | | 33,753 | |
| Operating expenses | | | | | | | | | | | | | | | | |
| Research and development | | | 9,886 | | | | 9,734 | | | | 10,250 | | | | 10,423 | |
| Sales and marketing | | | 23,722 | | | | 20,251 | | | | 21,607 | | | | 24,661 | |
| General and administrative | | | 6,044 | | | | 5,854 | | | | 6,015 | | | | 5,285 | |
| Restructuring expenses | | | — | | | | — | | | | 1,447 | | | | — | |
| | | | | | | | | | | | | | | | | |
| Total operating expenses | | | 39,652 | | | | 35,839 | | | | 39,319 | | | | 40,369 | |
| | | | | | | | | | | | | | | | | |
| Operating loss | | | (4,215 | ) | | | (5,962 | ) | | | (6,964 | ) | | | (6,616 | ) |
| Other income (expense), net | | | (2 | ) | | | 414 | | | | 388 | | | | 332 | |
| | | | | | | | | | | | | | | | | |
| Loss before provision for income taxes | | | (4,217 | ) | | | (5,548 | ) | | | (6,576 | ) | | | (6,284 | ) |
| Provision for income taxes | | | 281 | | | | 213 | | | | 201 | | | | 93 | |
| | | | | | | | | | | | | | | | | |
| Net loss | | $ | (4,498 | ) | | $ | (5,761 | ) | | $ | (6,777 | ) | | $ | (6,377 | ) |
| | | | | | | | | | | | | | | | | |
| Net loss per common share, basic and diluted | | $ | (0.05 | ) | | $ | (0.07 | ) | | $ | (0.08 | ) | | $ | (0.08 | ) |
| | | | | | | | | | | | | | | | | |
46
| | | | | | | | | | | | | | | | | |
| | | For the Three Months Ended | |
2008 | | July 31, | | | April 30, | | | January 31, | | | October 31, | |
| | | (In thousands, except per share data) | |
| |
| Revenues | | | | | | | | | | | | | | | | |
| Product | | $ | 40,444 | | | $ | 35,478 | | | $ | 34,170 | | | $ | 38,458 | |
| Professional services and support | | | 7,136 | | | | 6,287 | | | | 5,548 | | | | 7,273 | |
| Ratable product and related professional services and support | | | 699 | | | | 841 | | | | 927 | | | | 999 | |
| | | | | | | | | | | | | | | | | |
| Total revenues | | | 48,279 | | | | 42,606 | | | | 40,645 | | | | 46,730 | |
| Cost of revenues | | | | | | | | | | | | | | | | |
| Product | | | 14,049 | | | | 11,236 | | | | 10,984 | | | | 11,857 | |
| Professional services and support | | | 1,908 | | | | 1,650 | | | | 1,386 | | | | 2,817 | |
| Ratable product and related professional services and support | | | 242 | | | | 294 | | | | 330 | | | | 362 | |
| | | | | | | | | | | | | | | | | |
| Total cost of revenues | | | 16,199 | | | | 13,180 | | | | 12,700 | | | | 15,036 | |
| | | | | | | | | | | | | | | | | |
| Gross profit | | | 32,080 | | | | 29,426 | | | | 27,945 | | | | 31,694 | |
| Operating expenses | | | | | | | | | | | | | | | | |
| Research and development | | | 10,245 | | | | 9,762 | | | | 9,086 | | | | 8,300 | |
| Sales and marketing | | | 24,252 | | | | 21,230 | | | | 18,826 | | | | 21,700 | |
| General and administrative | | | 4,416 | | | | 4,730 | | | | 4,403 | | | | 4,191 | |
| Acquisition related severance expenses | | | — | | | | 197 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | |
| Total operating expenses | | | 38,913 | | | | 35,919 | | | | 32,315 | | | | 34,191 | |
| | | | | | | | | | | | | | | | | |
| Operating loss | | | (6,833 | ) | | | (6,493 | ) | | | (4,370 | ) | | | (2,497 | ) |
| Other income, net | | | 304 | | | | 530 | | | | 1,120 | | | | 2,082 | |
| | | | | | | | | | | | | | | | | |
| Loss before provision for income taxes | | | (6,529 | ) | | | (5,963 | ) | | | (3,250 | ) | | | (415 | ) |
| Provision for income taxes | | | 255 | | | | 260 | | | | 228 | | | | 224 | |
| | | | | | | | | | | | | | | | | |
| Net loss | | $ | (6,784 | ) | | $ | (6,223 | ) | | $ | (3,478 | ) | | $ | (639 | ) |
| | | | | | | | | | | | | | | | | |
| Net loss per common share, basic and diluted | | $ | (0.08 | ) | | $ | (0.08 | ) | | $ | (0.04 | ) | | $ | (0.01 | ) |
| | | | | | | | | | | | | | | | | |
Our operating results may fluctuate due to a variety of factors, many of which are outside of our control. As a result, comparing our operating results on aperiod-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance.
Liquidity and Capital Resources
| | | | | | | | | |
| | | As of July 31, | |
| | | 2009 | | | 2008 | |
| | | (In thousands) | |
| |
| Working capital | | $ | 115,639 | | | $ | 103,097 | |
| Cash and cash equivalents | | $ | 41,298 | | | $ | 37,602 | |
| Short-term investments | | $ | 81,839 | | | $ | 64,130 | |
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | (In thousands) | |
| |
| Cash provided by (used in) operating activities | | $ | 20,585 | | | $ | 8,295 | | | $ | (4,208 | ) |
| Cash used in investing activities | | | (21,747 | ) | | | (21,738 | ) | | | (70,490 | ) |
| Cash provided by financing activities | | | 4,858 | | | | 8,470 | | | | 107,920 | |
47
Cash and cash equivalents are comprised of cash, sweep funds and money market funds with an original maturity of 90 days or less at the time of the purchase. Short-term investments include corporate bonds, U.S. government agency securities, U.S. treasury bills, commercial paper and other money market securities. Cash, cash equivalents and short-term investments increased $21.4 million during fiscal 2009 from $101.7 million in cash, cash equivalents and short-term investments as of July 31, 2008 to $123.1 million as of July 31, 2009.
Most of our sales contracts are denominated in United States dollars including sales contracts with international customers. As such, the increase in our revenues derived from international customers has not affected our cash flows from operations as these are not affected by movement in exchange rates. As we fund our international operations, our cash and cash equivalents are affected by changes in exchange rates.
Cash Flows from Operating Activities
Our cash flows from operating activities will continue to be affected principally by our working capital requirements and the extent to which we increase spending on personnel. The timing of hiring sales personnel in particular affects cash flows as there is a lag between the hiring of sales personnel and the generation of revenue and cash flows from sales personnel. Our largest source of operating cash flows is cash collections from our customers. Our primary uses of cash from operating activities are for personnel related expenditures, purchases of inventory, and rent payments.
Cash provided by operating activities increased $12.3 million during fiscal 2009 compared to fiscal 2008 due to increases in deferred revenue and other accrued liabilities, as well as an increase in the amount of non-cash adjustments relating to stock-based compensation, depreciation and amortization, and write downs in our inventory. Cash provided by operating activities was offset by a decrease in accounts payable and a larger net loss compared to fiscal 2008.
During fiscal 2008, operating activities provided $8.3 million of cash compared to $4.2 million of cash used in operating activities during fiscal 2007. The increase is due to increases in accounts payable, deferred revenue, and other current and non-current liabilities, as well as non-cash items such as stock-based compensation and depreciation. Cash provided by operating activities was offset by our net loss, and increases in accounts receivable, inventory, and non-cash items such as interest accretion on our short-term investments.
Cash Flows from Investing Activities
Cash used in investing activities during fiscal 2009 remained consistent with fiscal 2008. We used the proceeds from the sale of our short-term investments as well as some of the cash generated from our operating activities to reinvest in additional short-term investments. Purchases of property and equipment in fiscal 2009 were slightly down compared to fiscal 2008 due to an effort to control costs.
Cash used in investing activities in fiscal 2008 decreased compared to fiscal 2007 largely due to a significant decrease in our net purchases of short-term investments. Cash used in investing activities included cash paid for the acquisition of AirWave. We also purchased property and equipment of $5.4 million related to the continual build out of our infrastructure to support our growth.
Cash Flows from Financing Activities
Cash provided by financing activities decreased in fiscal 2009 compared to fiscal 2008. The cash proceeds from the issuance of common stock in conjunction with our 2007 Equity Incentive Plans and Employee Stock Purchase Plan was lower in fiscal 2009 compared to fiscal 2008 primarily due to the decline in the stock price and thus, fewer exercises of employee stock options. Cash outflows for the repurchase of our common stock under our stock repurchase program also decreased during fiscal 2009 compared to fiscal 2008.
In fiscal 2008, cash provided by financing activities was derived from proceeds from the issuance of common stock in conjunction with our 2007 Equity Incentive Plan and Employee Stock Purchase Plan. Cash flows from financing activities were offset in part by the $2.1 million repurchase of common stock under our structured repurchase program.
48
In March 2007, we completed our IPO which provided us with approximately $91.8 million in net proceeds. We also obtained $10.6 million in net proceeds from the issuance of our redeemable convertible preferred stock during fiscal 2007.
Based on our current cash, cash equivalents and short-term investments we expect that we will have sufficient resources to fund our operations for the next 12 months. However, we may need to raise additional capital or incur additional indebtedness to continue to fund our operations in the future. Our future capital requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities, the timing and extent of expansion into new territories, the timing of introductions of new products and enhancements to existing products, and the continuing market acceptance of our products. Although we have no current agreements, commitments, plans, proposals or arrangements, written or otherwise, with respect to any material acquisitions, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us or at all.
Other Uses of Cash
On February 26, 2008, we announced a stock repurchase program for up to $10.0 million of our common stock. During the first quarter of fiscal 2009, we purchased 191,200 shares under this program for an aggregate purchase price of $1.0 million. No purchases were made during the remainder of fiscal 2009. As of July 31, 2009, we were authorized to purchase up to an additional $6.9 million worth of shares under this program until February 26, 2010. Such purchases, if any, will be funded from available working capital. The number of shares to be purchased and the timing of purchases will be based on the price of our common stock, general business and market conditions, and other investment considerations. To the extent that we repurchase shares under this authorization, interest income may decrease as our cash, cash equivalents and short-term investments decrease.
Contractual Obligations
The following is a summary of our contractual obligations, including two leases signed for our Sunnyvale, California space in August and September 2009:
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | More
| |
| | | | | | Less Than
| | | 1 — 3
| | | 3 — 5
| | | Than
| |
| | | Total | | | 1 Year | | | Years | | | Years | | | 5 Years | |
| | | | | | (In thousands) | | | | | | | |
| |
| Operating leases | | $ | 16,696 | | | $ | 3,971 | | | $ | 4,288 | | | $ | 4,094 | | | $ | 4,343 | |
| Non-cancellable inventory purchase commitments(1) | | | 14,885 | | | | 14,885 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| Total contractual obligations | | $ | 31,581 | | | $ | 18,856 | | | $ | 4,288 | | | $ | 4,094 | | | $ | 4,343 | |
| | | | | | | | | | | | | | | | | | | | | |
| | |
| (1) | | We outsource the production of our hardware to third-party manufacturing suppliers. We enter into various inventory related purchase agreements with these suppliers. Generally, under these agreements, 40% of the orders are cancelable by giving notice 60 days prior to the expected shipment date, and 20% of orders are cancelable by giving notice 30 days prior to the expected shipment date. Orders are not cancelable within 30 days prior to the expected shipment date. |
As of July 31, 2009, our unrecognized tax benefits were $5.1 million which were mostly reflected as a reduction to deferred tax assets, offset by a valuation allowance. As such, there are no material amounts of contractual obligations associated with these unrecognized benefits to be included in the table above.
Off-Balance Sheet Arrangements
At July 31, 2009 and 2008, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
49
| |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Foreign Currency Risk
Most of our sales contracts are denominated in United States dollars, and therefore, our revenue is not subject to significant foreign currency risk. Our operating expenses and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the British Pound, Euro and Japanese Yen. To date, we have not entered into any hedging contracts because expenses in foreign currencies have been insignificant to date, and exchange rate fluctuations have had little impact on our operating results and cash flows.
Interest Rate Sensitivity
We had cash, cash equivalents and short-term investments totaling $123.1 million and $101.7 million at July 31, 2009 and 2008, respectively. The cash, cash equivalents and short-term investments are held for working capital purposes. We do not use derivative financial instruments in our investment portfolio. We have an investment portfolio of fixed income securities that are classified as“available-for-sale securities.” These securities, like all fixed income instruments, are subject to interest rate risk and will fall in value if market interest rates increase. We attempt to limit this exposure by investing primarily in short-term securities. Due to the short duration and conservative nature of our investment portfolio, a movement of 10% by market interest rates would not have a material impact on our operating results and the total value of the portfolio over the next fiscal year. If overall interest rates had fallen by 10% in fiscal 2009, our interest income on cash, cash equivalents and short-term investments would have declined approximately $0.2 million assuming consistent investment levels.
50
| |
| ITEM 8. | CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Index to Consolidated Financial Statements
| | | | | |
| | | Page |
| |
| | | 52 | |
| | | 53 | |
| | | 54 | |
| | | 55 | |
| | | 56 | |
| | | 57 | |
| | | 58 | |
51
REPORT ON MANAGEMENT’S ASSESSMENT OF
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of our Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined inRules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed 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. Internal control over financial reporting includes those policies and procedures that:
| | |
| | • | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company; |
| |
| | • | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of our Company; and |
| |
| | • | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our Company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may change over time.
Management assessed the effectiveness of our internal control over financial reporting as of July 31, 2009. In making this assessment, our management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment of internal controls over financial reporting, management has concluded that, as of July 31, 2009, our internal control over financial reporting was effective 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.
The effectiveness of the Company’s internal control over financial reporting as of July 31, 2009 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on page 53.
| | | |
| | /s/ Steffan Tomlinson |
| | | |
Dominic P. Orr
President, Chief Executive Officer and Chairman of the Board | | Steffan Tomlinson
Chief Financial Officer |
52
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Aruba Networks, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows, present fairly, in all material respects, the financial position of Aruba Networks, Inc. and its subsidiaries at July 31, 2009 and 2008 and the results of their operations and their cash flows for each of the three years in the period ended July 31, 2009 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2009 based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our audits (which was an integrated audit in fiscal years 2008 and 2009). We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for uncertainty in income taxes in the year ended July 31, 2008.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
San Jose, California
October 6, 2009
53
| | | | | | | | | |
| | | July 31,
| | | July 31,
| |
| | | 2009 | | | 2008 | |
| | | (In thousands, except per share data) | |
| |
ASSETS |
| Current assets | | | | | | | | |
| Cash and cash equivalents | | $ | 41,298 | | | $ | 37,602 | |
| Short-term investments | | | 81,839 | | | | 64,130 | |
| Accounts receivable, net | | | 33,466 | | | | 32,679 | |
| Inventory | | | 8,450 | | | | 11,644 | |
| Deferred costs | | | 5,152 | | | | 4,317 | |
| Prepaids and other | | | 2,350 | | | | 3,196 | |
| | | | | | | | | |
| Total current assets | | | 172,555 | | | | 153,568 | |
| Property and equipment, net | | | 7,426 | | | | 7,181 | |
| Goodwill | | | 7,656 | | | | 7,656 | |
| Intangible assets, net | | | 14,091 | | | | 19,027 | |
| Deferred costs | | | 9 | | | | 239 | |
| Other assets | | | 1,317 | | | | 1,130 | |
| | | | | | | | | |
| Total assets | | $ | 203,054 | | | $ | 188,801 | |
| | | | | | | | | |
| |
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
| Current liabilities | | | | | | | | |
| Accounts payable | | $ | 930 | | | $ | 5,844 | |
| Accrued liabilities | | | 20,722 | | | | 16,908 | |
| Income taxes payable | | | 610 | | | | 576 | |
| Deferred revenue | | | 34,654 | | | | 27,143 | |
| | | | | | | | | |
| Total current liabilities | | | 56,916 | | | | 50,471 | |
| Deferred revenue | | | 8,524 | | | | 7,338 | |
| Other long-term liabilities | | | 29 | | | | 117 | |
| | | | | | | | | |
| Total liabilities | | | 65,469 | | | | 57,926 | |
| | | | | | | | | |
| Commitments and contingencies (Note 13) | | | | | | | | |
| Stockholders’ equity | | | | | | | | |
| Preferred stock: $0.0001 par value; 10,000 shares authorized at July 31, 2009 and 2008, no shares issued and outstanding at July 31, 2009 and 2008 | | | — | | | | — | |
| Common stock: $0.0001 par value; 350,000 shares authorized at July 31, 2009 and 2008; 86,744 and 82,836 shares issued and outstanding at July 31, 2009 and 2008 | | | 9 | | | | 8 | |
| Additional paid-in capital | | | 279,026 | | | | 249,131 | |
| Accumulated other comprehensive income (loss) | | | 182 | | | | (45 | ) |
| Accumulated deficit | | | (141,632 | ) | | | (118,219 | ) |
| | | | | | | | | |
| Total stockholders’ equity | | | 137,585 | | | | 130,875 | |
| | | | | | | | | |
| Total liabilities and stockholders’ equity | | $ | 203,054 | | | $ | 188,801 | |
| | | | | | | | | |
The accompanying notes are an integral part of the consolidated financial statements.
54
ARUBA NETWORKS, INC.
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | (In thousands, except per share data) | |
| |
| Revenues | | | | | | | | | | | | |
| Product | | $ | 161,927 | | | $ | 148,550 | | | $ | 107,939 | |
| Professional services and support | | | 35,946 | | | | 26,244 | | | | 12,847 | |
| Ratable product and related professional services and support | | | 1,386 | | | | 3,466 | | | | 6,713 | |
| | | | | | | | | | | | | |
| Total revenues | | | 199,259 | | | | 178,260 | | | | 127,499 | |
| Cost of revenues | | | | | | | | | | | | |
| Product | | | 59,917 | | | | 48,126 | | | | 36,035 | |
| Professional services and support | | | 7,437 | | | | 7,761 | | | | 4,863 | |
| Ratable product and related professional services and support | | | 483 | | | | 1,228 | | | | 2,470 | |
| | | | | | | | | | | | | |
| Total cost of revenues | | | 67,837 | | | | 57,115 | | | | 43,368 | |
| | | | | | | | | | | | | |
| Gross profit | | | 131,422 | | | | 121,145 | | | | 84,131 | |
| Operating expenses | | | | | | | | | | | | |
| Research and development | | | 40,293 | | | | 37,393 | | | | 25,654 | |
| Sales and marketing | | | 90,241 | | | | 86,008 | | | | 60,115 | |
| General and administrative | | | 23,198 | | | | 17,740 | | | | 14,600 | |
| In-process research and development | | | — | | | | — | | | | 632 | |
| Acquisition related severance expenses | | | — | | | | 197 | | | | — | |
| Restructuring expenses | | | 1,447 | | | | — | | | | — | |
| | | | | | | | | | | | | |
| Total operating expenses | | | 155,179 | | | | 141,338 | | | | 101,001 | |
| | | | | | | | | | | | | |
| Operating loss | | | (23,757 | ) | | | (20,193 | ) | | | (16,870 | ) |
| Other income (expense), net | | | | | | | | | | | | |
| Interest income | | | 1,837 | | | | 4,083 | | | | 2,221 | |
| Interest expense | | | — | | | | — | | | | (88 | ) |
| Other income (expense), net | | | (705 | ) | | | (47 | ) | | | (9,270 | ) |
| | | | | | | | | | | | | |
| Total other income (expense), net | | | 1,132 | | | | 4,036 | | | | (7,137 | ) |
| | | | | | | | | | | | | |
| Loss before provision for income taxes | | | (22,625 | ) | | | (16,157 | ) | | | (24,007 | ) |
| Provision for income taxes | | | 788 | | | | 967 | | | | 375 | |
| | | | | | | | | | | | | |
| Net loss | | $ | (23,413 | ) | | $ | (17,124 | ) | | $ | (24,382 | ) |
| | | | | | | | | | | | | |
| Net loss per common share, basic and diluted | | $ | (0.28 | ) | | $ | (0.22 | ) | | $ | (0.70 | ) |
| | | | | | | | | | | | | |
| Shares used in computing basic and diluted net loss per common share | | | 84,612 | | | | 79,467 | | | | 34,808 | |
| | | | | | | | | | | | | |
| Stock-based compensation expense included in above: | | | | | | | | | | | | |
| Cost of revenues | | $ | 1,018 | | | $ | 704 | | | $ | 327 | |
| Research and development | | | 7,577 | | | | 6,200 | | | | 2,925 | |
| Sales and marketing | | | 10,520 | | | | 8,953 | | | | 4,362 | |
| General and administrative | | $ | 5,464 | | | $ | 3,421 | | | $ | 5,103 | |
The accompanying notes are an integral part of the consolidated financial statements.
55
ARUBA NETWORKS, INC.
STOCKHOLDERS’ EQUITY (DEFICIT)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Reedemable
| | | | | | | | | | | | | | | | Accumulated
| | | | | | | |
| | | Convertible
| | | | | | | | | | Additional
| | | Deferred
| | | Other
| | | | | | | |
| | | Preferred Stock | | | | Common Stock | | | Paid-in
| | | Stock-Based
| | | Comprehensive
| | | Accumulated
| | | | |
| | | Shares | | | Amount | | | | Shares | | | Amount | | | Capital | | | Compensation | | | Income (Loss) | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | | (In thousands) | | | | | | | | | | | | | |
Balance at July 31, 2006 | | | 45,108 | | | $ | 58,009 | | | | | 15,257 | | | $ | 2 | | | $ | 6,075 | | | $ | (2,364 | ) | | $ | — | | | $ | (76,713 | ) | | $ | (73,000 | ) |
| Comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Unrealized gain on short-term investments | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | 29 | | | | — | | | | 29 | |
| Net loss | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (24,382 | ) | | | (24,382 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (24,353 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of Series D redeemable convertible preferred stock, net of issuance costs of $127 | | | 4,573 | | | | 29,829 | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Conversion of redeemable convertible preferred stock into common stock upon completion of initial public offering | | | (49,681 | ) | | | (87,838 | ) | | | | 49,681 | | | | 5 | | | | 87,833 | | | | — | | | | — | | | | — | | | | 87,838 | |
| Proceeds from initial public offering of common stock, net of issuance costs of $2,307 | | | — | | | | — | | | | | 9,200 | | | | 1 | | | | 91,808 | | | | — | | | | — | | | | — | | | | 91,809 | |
| Fair value of shares issued to employees | | | — | | | | — | | | | | 44 | | | | — | | | | 245 | | | | — | | | | — | | | | — | | | | 245 | |
| Fair value of shares issued to non-employees | | | — | | | | — | | | | | 50 | | | | — | | | | 534 | | | | — | | | | — | | | | — | | | | 534 | |
| Fair value of stock options issued to non-employees | | | — | | | | — | | | | | — | | | | — | | | | 577 | | | | — | | | | — | | | | — | | | | 577 | |
| Fair value of of shares issued to charitable foundation | | | — | | | | — | | | | | 100 | | | | — | | | | 1,415 | | | | — | | | | — | | | | — | | | | 1,415 | |
| Exercise of common stock options | | | — | | | | — | | | | | 2,339 | | | | — | | | | 4,112 | | | | — | | | | — | | | | — | | | | 4,112 | |
| Exercise of warrants | | | — | | | | — | | | | | 114 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Repurchase of common stock | | | — | | | | — | | | | | (176 | ) | | | — | | | | (70 | ) | | | — | | | | — | | | | — | | | | (70 | ) |
| Reclassification of liability relating to preferred stock warrants upon conversion of such warrants to common stock warrants in connection with initial public offering | | | — | | | | — | | | | | — | | | | — | | | | 9,933 | | | | — | | | | — | | | | — | | | | 9,933 | |
| Issuance of common stock under stock issuance agreement with customer | | | — | | | | — | | | | | 318 | | | | — | | | | 3,500 | | | | — | | | | — | | | | — | | | | 3,500 | |
| Reclassification of unamortized stock-based compensation upon adoption of SFAS 123R | | | — | | | | — | | | | | — | | | | — | | | | (2,364 | ) | | | 2,364 | | | | — | | | | — | | | | — | |
| Stock-based compensation expense related | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| to stock options issued to employees | | | — | | | | — | | | | | — | | | | — | | | | 9,947 | | | | — | | | | — | | | | — | | | | 9,947 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at July 31, 2007 | | | — | | | | — | | | | | 76,927 | | | | 8 | | | | 213,545 | | | | — | | | | 29 | | | | (101,095 | ) | | | 112,487 | |
| Comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Unrealized loss on short-term investments | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | (74 | ) | | | — | | | | (74 | ) |
| Net loss | | | — | | | | — | | | | | — | | | �� | — | | | | — | | | | — | | | | — | | | | (17,124 | ) | | | (17,124 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (17,198 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair value of shares issued to non-employees | | | — | | | | — | | | | | 68 | | | | — | | | | 408 | | | | — | | | | — | | | | — | | | | 408 | |
| Fair value of stock options issued to non-employees | | | — | | | | — | | | | | — | | | | — | | | | (279 | ) | | | — | | | | — | | | | — | | | | (279 | ) |
| Exercise of common stock options | | | — | | | | — | | | | | 3,280 | | | | | | | | 6,330 | | | | — | | | | — | | | | — | | | | 6,330 | |
| Shares purchased under employee stock purchase plan | | | — | | | | — | | | | | 781 | | | | — | | | | 4,827 | | | | — | | | | — | | | | — | | | | 4,827 | |
| Exercise of warrants | | | — | | | | — | | | | | 519 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Change in carrying value of preferred stock warrants | | | — | | | | — | | | | | — | | | | — | | | | (715 | ) | | | — | | | | — | | | | — | | | | (715 | ) |
| Repurchase of common stock | | | — | | | | — | | | | | (66 | ) | | | — | | | | (46 | ) | | | — | | | | — | | | | — | | | | (46 | ) |
| Stock-based compensation expense related to stock options and awards issued to employees | | | — | | | | — | | | | | 215 | | | | — | | | | 19,149 | | | | — | | | | — | | | | — | | | | 19,149 | |
| Common stock issued in purchase acquisition | | | — | | | | — | | | | | 1,519 | | | | — | | | | 8,002 | | | | — | | | | — | | | | — | | | | 8,002 | |
| Repurchase of common stock under stock repurchase program | | | — | | | | — | | | | | (407 | ) | | | — | | | | (2,142 | ) | | | | | | | | | | | | | | | (2,142 | ) |
| Excess tax benefit associated with stock based compensation | | | — | | | | — | | | | | — | | | | — | | | | 52 | | | | | | | | | | | | | | | | 52 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at July 31, 2008 | | | — | | | | — | | | | | 82,836 | | | | 8 | | | | 249,131 | | | | — | | | | (45 | ) | | | (118,219 | ) | | | 130,875 | |
| Comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Unrealized gain on short-term investments | | | — | | | | — | | | | | — | | | | — | | | | — | | | | | | | | 227 | | | | — | | | | 227 | |
| Net loss | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (23,413 | ) | | | (23,413 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | — | | | | (23,186 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair value of shares issued to non-employees | | | — | | | | — | | | | | 69 | | | | — | | | | 392 | | | | — | | | | — | | | | — | | | | 392 | |
| Fair value of stock options issued to non-employees | | | — | | | | — | | | | | — | | | | — | | | | 37 | | | | — | | | | — | | | | — | | | | 37 | |
| Exercise of common stock options | | | — | | | | — | | | | | 1,436 | | | | — | | | | 1,943 | | | | — | | | | — | | | | — | | | | 1,943 | |
| Shares purchased under employee stock purchase plan | | | — | | | | — | | | | | 1,114 | | | | — | | | | 3,827 | | | | — | | | | — | | | | — | | | | 3,827 | |
| Repurchase of common stock | | | — | | | | — | | | | | (18 | ) | | | — | | | | 449 | | | | — | | | | — | | | | — | | | | 449 | |
| Stock-based compensation expense related to stock options and awards issued to employees | | | — | | | | — | | | | | 1,498 | | | | 1 | | | | 24,150 | | | | — | | | | — | | | | — | | | | 24,151 | |
| Repurchase of common stock under stock repurchase program | | | — | | | | — | | | | | (191 | ) | | | — | | | | (991 | ) | | | — | | | | — | | | | — | | | | (991 | ) |
| Excess tax benefit associated with stock based compensation | | | — | | | | — | | | | | — | | | | — | | | | 88 | | | | — | | | | — | | | | — | | | | 88 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at July 31, 2009 | | | — | | | $ | — | | | | | 86,744 | | | $ | 9 | | | $ | 279,026 | | | $ | — | | | $ | 182 | | | $ | (141,632 | ) | | $ | 137,585 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the consolidated financial statements.
56
ARUBA NETWORKS, INC.
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | | | | (In thousands) | | | | |
| |
Cash flows from operating activities | | | | | | | | | | | | |
| Net loss | | $ | (23,413 | ) | | $ | (17,124 | ) | | $ | (24,382 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | | | | | | | | |
| Depreciation and amortization | | | 9,686 | | | | 5,640 | | | | 2,008 | |
| Provision for doubtful accounts | | | 138 | | | | 283 | | | | 199 | |
| Write downs for excess and obsolete inventory | | | 3,397 | | | | 1,209 | | | | 1,110 | |
| Compensation related to stock options and share awards | | | 24,579 | | | | 19,278 | | | | 11,302 | |
| Net realized gains on short-term investments | | | (7 | ) | | | (22 | ) | | | — | |
| Stock issued to charitable foundation | | | — | | | | — | | | | 1,415 | |
| Non-cash interest expense | | | — | | | | — | | | | 44 | |
| Accretion of purchase discounts on short-term investments | | | (271 | ) | | | (1,381 | ) | | | (261 | ) |
| Change in carrying value of preferred stock warrants | | | — | | | | (715 | ) | | | 8,992 | |
| Loss/ (gain) on disposal of fixed assets | | | (15 | ) | | | 51 | | | | 5 | |
| In-process research and development | | | — | | | | — | | | | 632 | |
| Excess tax benefit associated with stock-based compensation | | | (88 | ) | | | (52 | ) | | | — | |
| Changes in operating assets and liabilities, net of acquisitions: | | | | | | | | | | | | |
| Accounts receivable | | | (924 | ) | | | (8,352 | ) | | | (10,550 | ) |
| Inventory | | | (766 | ) | | | (5,092 | ) | | | (3,955 | ) |
| Prepaids and other | | | 847 | | | | (660 | ) | | | (774 | ) |
| Deferred costs | | | (606 | ) | | | (617 | ) | | | 1,381 | |
| Other assets | | | (50 | ) | | | (773 | ) | | | (99 | ) |
| Accounts payable | | | (4,926 | ) | | | 3,394 | | | | (2,184 | ) |
| Deferred revenue | | | 8,698 | | | | 10,957 | | | | 3,322 | |
| Other current and noncurrent liabilities | | | 4,184 | | | | 1,924 | | | | 7,522 | |
| Income taxes payable | | | 122 | | | | 347 | | | | 65 | |
| | | | | | | | | | | | | |
| Net cash provided by (used in) operating activities | | | 20,585 | | | | 8,295 | | | | (4,208 | ) |
| | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | |
| Purchases of short-term investments | | | (101,088 | ) | | | (119,856 | ) | | | (67,897 | ) |
| Proceeds from sales and maturities of short-term investments | | | 83,746 | | | | 119,556 | | | | 5,744 | |
| Purchases of property and equipment | | | (4,405 | ) | | | (5,408 | ) | | | (3,737 | ) |
| Cash paid in purchase acquisitions, net of cash acquired | | | — | | | | (16,030 | ) | | | (4,600 | ) |
| | | | | | | | | | | | | |
| Net cash used in investing activities | | | (21,747 | ) | | | (21,738 | ) | | | (70,490 | ) |
| | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | |
| Repayments on equipment loan obligations | | | — | | | | — | | | | (654 | ) |
| Cash received under stock issuance agreement | | | — | | | | — | | | | 2,130 | |
| Proceeds from issuance of redeemable convertible preferred stock, net | | | — | | | | — | | | | 10,597 | |
| Proceeds from initial public offering, net | | | — | | | | — | | | | 91,809 | |
| Proceeds from issuance of common stock | | | 5,761 | | | | 10,560 | | | | 4,038 | |
| Repurchase of common stock under stock repurchase program | | | (991 | ) | | | (2,142 | ) | | | — | |
| Excess tax benefit associated with stock-based compensation | | | 88 | | | | 52 | | | | — | |
| | | | | | | | | | | | | |
| Net cash provided by financing activities | | | 4,858 | | | | 8,470 | | | | 107,920 | |
| | | | | | | | | | | | | |
| Effect of exchange rate changes on cash and cash equivalents | | | — | | | | 5 | | | | 85 | |
| Net increase (decrease) in cash and cash equivalents | | | 3,696 | | | | (4,968 | ) | | | 33,307 | |
| Cash and cash equivalents, beginning of period | | | 37,602 | | | | 42,570 | | | | 9,263 | |
| | | | | | | | | | | | | |
| Cash and cash equivalents, end of period | | $ | 41,298 | | | $ | 37,602 | | | $ | 42,570 | |
| | | | | | | | | | | | | |
Supplemental disclosure of cash flow information | | | | | | | | | | | | |
| Income taxes paid | | $ | 673 | | | $ | 652 | | | $ | 294 | |
| Interest paid | | | — | | | | — | | | | 37 | |
Supplemental disclosure of non-cash investing and financing activities | | | | | | | | | | | | |
| Reclassification of warrant liability to equity upon initial public offering | | | — | | | | — | | | | 9,933 | |
| Reclassification of non-current liability to equity upon initial public offering | | | — | | | | — | | | | 3,500 | |
| Common stock issued in purchase acquisition | | $ | — | | | $ | 7,852 | | | $ | — | |
The accompanying notes are an integral part of the consolidated financial statements.
57
ARUBA NETWORKS, INC.
| |
| 1. | The Company and its Significant Accounting Policies |
The Company
Aruba Networks, Inc. (the “Company”) was incorporated in the state of Delaware on February 11, 2002. The Company securely delivers the enterprise network to users with user-centric networks that expand the reach of traditional port-centric networks. The products the Company licenses and sells include the ArubaOS modular operating system, optional value-added software modules, a centralized mobility management system, high-performance programmable Mobility Controllers, wired and wireless access points, wireless intrusion detection tools, spectrum analyzers, and endpoint compliance solutions. The Company has offices in North America, Europe, the Middle East and the Asia Pacific region and employs staff around the world.
Significant Accounting Policies
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. During the first quarter of fiscal 2008, the Company determined that the fair values assigned to certain warrants to purchase preferred stock issued to non-employees were not computed correctly as of the IPO closing date when they automatically converted to warrants to purchase common stock which resulted in $715,000 of excess warrant expense being recognized in other income (expense), net in the third quarter of fiscal 2007. During the first quarter of fiscal 2008, the Company corrected the valuation of these warrants resulting in the inclusion of other income of $715,000 within other income (expense), net and a reduction of additional paid-in capital of $715,000. In addition, during the first quarter of fiscal 2008, the Company determined that stock-based compensation related to its employee stock purchase plan was understated by $48,000 and $87,000 in the third and fourth quarters of fiscal 2007, respectively. During the first quarter of fiscal 2008, the Company corrected these errors resulting in the inclusion of $135,000 of additional stock-based compensation within the consolidated statement of operations for the three months ended October 31, 2007. The Company and its Audit Committee concluded that these errors were not material to the third and fourth quarters of fiscal 2007, the fiscal year ended July 31, 2007 or the results for the year ending July 31, 2008, and therefore, the corrections were recorded in the first quarter of fiscal 2008.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of these financial statements requires that the Company make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to provisions for doubtful accounts, sales returns, inventory, useful lives of property and equipment, useful lives of intangible assets, income taxes and the valuation of equity instruments and contingencies, amongst others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from the estimates made by management with respect to these and other items.
Foreign Currency Accounting
While the majority of the Company’s revenue contracts are denominated in United States dollars, the Company has operating expenses in various foreign currencies. The functional currency of the Company’s
58
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
subsidiaries is the U.S. dollar. Monetary assets and liabilities are remeasured using the current exchange rate at the balance sheet date. Nonmonetary assets and liabilities and capital accounts are remeasured using historical exchange rates. Revenues and expenses are remeasured using the average exchange rates in effect during the period. Foreign currency exchange gains and losses, which have not been material to date, are included in the consolidated statements of operations.
Risks and Uncertainties
The Company is subject to all of the risks inherent in an early stage business operating in the networking and communications industry. These risks include, but are not limited to, a limited operating history, new and rapidly evolving markets, a lengthy sales cycle, dependence on the development of new products and services, unfavorable economic and market conditions, competition from larger and more established companies, limited management resources, dependence on a limited number of contract manufacturers and suppliers, and the changing nature of the networking and communications industry. Failure by the Company to anticipate or to respond adequately to technological developments in its industry, changes in customer or supplier requirements, or changes in regulatory requirements or industry standards, or any significant delays in the development or introduction of products and services, would have a material adverse effect on the Company’s business and operating results.
Fair Value of Financial Instruments
The reported amounts of the Company’s financial instruments including cash equivalents, short-term investments, accounts receivable and accounts payable approximate fair value due to their short maturities.
Cash and Cash Equivalents
The Company considers all highly liquid marketable securities purchased with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash and cash equivalents is comprised of cash, sweep funds and money market funds and are stated at cost, which approximates fair value.
Short-Term Investments
Short-term investments comprise marketable securities that consist primarily of corporate bonds, U.S. government agency securities, U.S. treasury bills and commercial paper with original maturities beyond 90 days. As the Company views all securities as representing the investment of funds available for current operations, and management has the ability and intent, if necessary, to liquidate any of these investments in order to meet the Company’s liquidity needs within the next 12 months, the short-term investments are classified as current assets. The Company’s policy is to protect the value of its investment portfolio and minimize principal risk by earning returns based on current interest rates. All of the Company’s marketable securities are classified asavailable-for-sale.
In accordance with FSPFAS 115-2,Recognition and Presentation ofOther-Than-Temporary Impairments(“FSPFAS 115-2”), the Company reviews the individual securities in its portfolio to determine whether a decline in a security’s fair value below the amortized cost basis is other than temporary. Under FSPFAS 115-2, ifother-than-temporary impairment (“OTTI”) has been incurred, and it is more-likely-than not that the Company will not sell the investment security before the recovery of its amortized cost basis, then the OTTI is separated into (a) the amount representing the credit loss and (b) the amount related to all other factors. The amount of the total OTTI related to the credit loss is recognized in earnings. The amount of the total OTTI related to other factors is recognized in accumulated other comprehensive income. The Company determined that there were no investments in its portfolio that wereother-than-temporarily impaired.
59
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk include cash, cash equivalents and short-term investments. The Company has not experienced any losses on its deposits of its cash and cash equivalents, and its short-term investments.
The Company’s accounts receivables are derived from revenue earned from customers located in the Americas, Europe, the Middle East, Africa and Asia Pacific. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from its customers. The Company maintains a provision for doubtful accounts receivable based upon the expected collectibility of accounts receivable, and to date such losses have been within management’s expectations. Two customers accounted for more than 10% of accounts receivable as of July 31, 2009. One customer accounted for 23.0% and one customer accounted for 19.1% of accounts receivable. As of July 31, 2008, one customer accounted for 13.5% of accounts receivable. Two customers accounted for more than 10% of total revenues for the fiscal year ended July 31, 2009. One customer accounted for 14.5% of total revenues and one customer accounted for 10.1% of total revenues. During the fiscal years ended July 31, 2008 and 2007, one customer accounted for 11.1%, and 12.5% of total revenues, respectively.
Provision for Doubtful Accounts
The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectibility of its accounts receivable. In estimating the allowance for doubtful accounts, management considers, among other factors, (i) the aging of the accounts receivable, including trends within and ratios involving the age of the accounts receivable, (ii) the Company’s historical write-offs, (iii) the credit-worthiness of each customer, (iv) the economic conditions of the customer’s industry, and (v) general economic conditions. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet their financial obligations to it, the Company records a specific allowance against amounts due from the customer, and thereby reduces the net recognized receivable to the amount it reasonably believes will be collected.
Charges to the income statement relating to allowance for doubtful accounts were $0.1 million, $0.3 million, and $0.2 million, for the fiscal years ended July 31, 2009, 2008, and 2007, respectively.
Inventory
Inventory consists of hardware and related component parts and is stated at the lower of cost or market. Cost is computed using the standard cost, which approximates actual cost, on afirst-in, first-out basis. The Company records inventory write-downs for potentially excess inventory based on forecasted demand, economic trends and technological obsolescence of its products. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Inventory write-downs are reflected as cost of product revenues and amounted to approximately $3.4 million, $1.2 million, and $1.1 million, for the fiscal years ended July 31, 2009, 2008, and 2007, respectively.
Deferred Costs
When the Company’s products have been delivered, but the product revenue associated with the arrangement has been deferred as a result of not meeting the revenue recognition criteria inSOP 97-2 (see “Revenue Recognition” below), the Company also defers the related inventory costs for the delivered items.
Property and Equipment, net
Property and equipment, net are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method over the shorter of the estimated useful lives of the respective assets,
60
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
generally two to five years, or the lease term, if applicable. Leasehold improvements are recorded at cost with any reimbursement from the landlord being accounted for as part of rent expense using the straight-line method over the lease term.
Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to the statement of operations. Expenditures for maintenance and repairs are charged to expense as incurred.
Impairment of Long-lived Assets
Intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets, which range from two to seven years. Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use are based on the fair value of the asset. The Company did not recognize impairment charges in any of the periods presented.
Goodwill
In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, the Company performs an annual goodwill impairment test. For purposes of impairment testing, the Company determined that it has only one reporting unit. The identification and measurement of goodwill impairment involves the estimation of the fair value of the Company. The estimates of fair value of the Company are based on the best information available as of the date of the assessment, which primarily includes the Company’s market capitalization. The Company did not recognize impairment charges in any of the periods presented.
Revenue Recognition and Sales Returns
The Company’s revenues are derived primarily from two sources: (1) product revenue, including hardware and software products, and (2) related professional services and support revenue, estimated net of sales returns and earned reseller rebates. Support typically includes software updates, on a when and if available basis, telephone and internet access to technical support personnel and hardware support. The Company provides its customers with rights to unspecified software product upgrades and to maintenance releases and patches released during the term of the support period. Revenues for support services are recognized on a straight-line basis over the service contract term, which is typically between one year and five years.
The Company accounts for revenues in accordance with Statement of PositionNo. 97-2,Software Revenue Recognition, and all related amendments and interpretations(“SOP 97-2”), because its products are integrated with software that is essential to their functionality and because it provides unspecified software upgrades and enhancements related to the equipment through support agreements.
Typically, the Company’s sales involve multiple elements, such as sales of products that include support, trainingand/or consulting services. When a sale involves multiple elements, the Company allocates the entire fee from the arrangement to each respective element based on its VSOE of fair value and recognizes revenue when each element’s revenue recognition criteria are met. VSOE of fair value for each element is established based on the sales price the Company charges when the same element is sold separately. If VSOE of fair value cannot be established for the undelivered element of an agreement, when the undelivered element is support, the entire amount of revenue from the arrangement is deferred and recognized ratably over the period that the support is delivered. Prior to the second quarter of fiscal 2006, the Company had not been able to establish VSOE of fair value in accordance withSOP 97-2 at the outset of its arrangements. Accordingly, prior to the second quarter of 2006, the Company
61
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
recognized revenue for the entire transaction ratably over the support period, as the only undelivered element was typically support.
Beginning in the second quarter of fiscal 2006, the Company was able to establish VSOE of fair value at the outset of its arrangements as it established a new support and services pricing policy, with different services and support offerings than were previously sold. The Company also began selling support services separately from its arrangements in the form of support renewals. Accordingly, beginning in the second quarter of fiscal 2006, the Company began recognizing product revenues upon delivery using the residual method for transactions where all other revenue recognition criteria were met. As the Company had not been able to establish VSOE on its prior services and support offerings, all transactions prior to the second quarter of fiscal 2006 continue to be recognized ratably over the support period.
The Company recognizes revenue only when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is probable. Additionally, the Company recognizes revenue from indirect sales channel partners upon persuasive evidence provided by its indirect channel customers of a sale to an end customer. If a sale to an end customer has not occurred by the end of the month in which the Company ships its products to the channel partner, the revenue is deferred and the goods that remain in the partner’s inventory pending a sale to an end customer are classified on the consolidated balance sheet as deferred costs until the sale to an end customer occurs and the persuasive evidence of the sale is provided. The amount of inventory held by resellers pending a sale to an end customer was $0.4 million and $1.7 million as of July 31, 2009 and 2008, respectively.
The related sale of support services to a reseller occurs when a specific sale to an end customer occurs. If the sale of support services occurs at the same time as the Company receives the initial purchase order from the reseller, the support services are included on that purchase order and recognized ratably over the related support period, commencing on the date of delivery to the end customer. If the sale of support services occurs after the Company receives the initial purchase order, the support services for the specific product sales are purchased on a subsequent purchase order. The subsequent purchase order is received at the time thepoint-of-sale (“POS”) report is provided for all product sales that occurred during the month. The support services are recognized ratably over the related support period, commencing from the delivery date to each respective end customer.
PCS that the Company provides to its channel partners differs from PCS that the Company provides to its end customers in that the Company is only obligated to provide support services to the channel partner directly, while the channel partner is obligated to provide support services directly to the end customer. The channel partner is obligated to provide Level 1 and Level 2 support services to the end customer, including technical support and RMA fulfillment, while the Company’s obligations are only to provide software upgrades and Level 3 technical support in the unusual scenario in which the channel partner is unable to provide the technical support that the end customer requires.
Shipping charges billed to customers are included in product revenues and the related shipping costs are included in cost of product revenues.
The Company records estimated sales returns as a reduction to revenues upon shipment based on its contractual obligations and historical returns experience. In cases where the Company is aware of circumstances that will likely result in a specific customer’s request to return purchased equipment, the Company records a specific sales returns reserve.
Research and Development Expenses
Research and development expenditures are charged to operations as incurred and consist primarily of compensation costs, including stock compensation costs, outside services, expensed materials, depreciation and an allocation of overhead expenses, including facilities and IT costs. Software development costs incurred prior to the establishment of technological feasibility are included in research and development and are expensed as incurred.
62
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
After technological feasibility is established, material software development costs are capitalized. The capitalized cost is amortized on a straight-line basis over the estimated product life, or on the ratio of current revenues to total projected product revenues, whichever is greater. To date, the period between achieving technological feasibility, which the Company has defined as the establishment of a working model, which typically occurs when beta testing commences, and the general availability of such software has been short and software development costs qualifying for capitalization have been insignificant. Accordingly, the Company has not capitalized any software development costs.
Stock-Based Compensation
The Company applies the provisions of SFAS No. 123R which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. The Company’s share-based payment awards include stock options, restricted stock units and awards, and employee stock purchase plan awards. The Company calculates the fair value of restricted stock based on the fair market value of its stock on the date of grant. The Company calculates the fair value of stock options and employee stock purchase plan shares on the date of grant using the Black-Scholes option-pricing model. This methodology requires the use of subjective assumptions such as expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected dividends. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company determines the amount of stock-based compensation expense based on awards that it ultimately expects to vest, reduced for estimated forfeitures. In addition, compensation expense includes the effects of awards modified, repurchased or cancelled.
Advertising
All advertising costs are expensed as incurred. Advertising expenses were $0.1 million, $0.3 million, and $0.4 million, for the fiscal years ended July 31, 2009, 2008, and 2007, respectively.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes in accordance with FASB Statement No. 109,Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for deductible temporary differences, along with net operating loss carryforwards, if it is more likely than not that the tax benefits will be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences, research and credit carryforwards and net operating loss carryforwards are deductible. To the extent deferred tax assets cannot be recognized under the preceding criteria, a valuation allowance is established.
Income tax contingencies are accounted for in accordance with FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes(“FIN 48”), and may require significant management judgment in estimating final outcomes. Actual results could differ materially from these estimates and could significantly affect the effective tax rate and cash flows in future years. At July 31, 2009, the Company had $5.1 million of unrecognized tax benefits, none of which would materially affect its income tax expense if recognized to the extent that the Company continues to maintain a full valuation allowance against its deferred tax assets.
Comprehensive Income (Loss)
Comprehensive income (loss) consists of other comprehensive income (loss) and net loss. Other comprehensive income (loss) consists of unrealized investment gains and losses fromavailable-for-sale securities. No other-than temporary impairment has been recorded by the Company during fiscal years 2009 and 2008.
63
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Recent Accounting Pronouncements
In May 2009, the FASB issued SFAS 165,Subsequent Events(“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 is effective for interim or annual periods ending after June 15, 2009. The Company adopted SFAS 165 in the fourth quarter of fiscal year 2009. The Company has evaluated all subsequent events through October 6, 2009, the issuance date of the financial statements for the fiscal year ended July 31, 2009.
In April 2009, the FASB issued three related Staff Positions:(i) FSP 157-4,Determining Fair Value When the Volume and Level of Activity for the Asset or Liability have Significantly Decreased and Identifying Transactions That Are Not Orderly(“FSP 157-4”),(ii) SFAS 115-2 andSFAS 124-2,Recognition and Presentation ofOther-Than-Temporary Impairments(“FSP 115-2 andFSP 124-2”),and(iii) SFAS 107-1 and APB28-1,Interim Disclosures about Fair Value of Financial Instruments, (“FSP 107 and APB28-1”), which became effective for interim and annual periods ending after June 15, 2009.FSP 157-4 provides guidance on how to determine the fair value of assets and liabilities under SFAS 157 in the current economic environment and reemphasizes that the objective of a fair value measurement remains an exit price. If the Company were to conclude that there has been a significant decrease in the volume and level of activity of the asset or liability in relation to normal market activities, quoted market values may not be representative of fair value and the Company may conclude that a change in valuation technique or the use of multiple valuation techniques may be appropriate.FSP 115-2 andFSP 124-2 modify the requirements for recognizingother-than-temporarily impaired debt securities and revise the existing impairment model for such securities, by modifying the current intent and ability indicator in determining whether a debt security isother-than-temporarily impaired. FSP 107 and APB28-1 enhance the disclosure of instruments under the scope of SFAS 157 for both interim and annual periods. The adoption of these Staff Positions did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
In June 2008, the FASB issued Financial Statement of Position (“FSP”)EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. FSPEITF 03-6-1 provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The Company is required to adopt FSPEITF 03-6-1 effective August 1, 2009. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions of FSPEITF 03-6-1. The Company does not expect that the adoption of FSPEITF 03-6-1 will have a material impact on its financial position or results of operations.
In April 2008, the FASB issued a FASB Staff Position onSFAS No. 142-3,Determination of the Useful Life of Intangible Assets(“FSPFAS 142-3”). FSPFAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142,Goodwill and Other Intangible Assets. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (revised 2007),Business Combinations,and other U.S. generally accepted accounting principles. The adoption of FSPFAS 142-3 is not expected to have a material impact on its financial position or results of operations.
In December 2007, the FASB issued SFAS No. 160,Non-controlling Interests in Consolidated Financial Statement(“SFAS 160”). This statement establishes accounting and reporting standards for non-controlling interests in consolidated financial statements. Early adoption is prohibited. The Company is required to adopt SFAS 160 effective August 1, 2009. The Company does not expect that the adoption of SFAS 160 will have a material impact on its financial position or results of operations.
64
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In December 2007, the FASB issued SFAS No. 141(R),Business Combinations(“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and the goodwill acquired. This statement also establishes disclosure requirements to enable the evaluation of the nature and financial effect of the business combination. The Company is required to adopt SFAS 141(R) effective August 1, 2009. The Company is currently evaluating the potential impact of this statement.
On November 14, 2008, the Company’s board of directors approved a plan to reduce the Company’s costs and streamline operations through a combination of a reduction in the Company’s work force and the closing of certain facilities. The majority of the reduction in the Company’s work force was completed in the second quarter of fiscal 2009 and the remaining reduction was completed in the third quarter of fiscal 2009. The reduction in the Company’s work force resulted in the termination of 46 employees worldwide, or about 8% of its global work force, mainly in the sales and marketing and research and development functions. Expenses associated with the work force reduction, which were comprised primarily of severance and benefits payments, as well as professional fees associated with career transition services, totaled $1.1 million. Additionally, the Company closed facilities in California and North Carolina and incurred facility exit costs of $0.3 million as a result. The restructuring expenses recorded in the second quarter of fiscal 2009 are shown in the consolidated statement of operations as restructuring expenses.
The following table provides a summary of the restructuring activities and related liabilities recorded in accrued liabilities in the consolidated balance sheet:
| | | | | | | | | | | | | | | | | |
| | | Accrual as of
| | | | | | | | | Accrual as of
| |
| | | July 31,
| | | Restructuring
| | | Cash
| | | July 31,
| |
| | | 2008 | | | Charges | | | Paid | | | 2009 | |
| | | (In thousands) | |
| |
| Severance and professional fees | | $ | — | | | $ | 1,138 | | | $ | (1,138 | ) | | $ | — | |
| Facility exit costs | | | — | | | | 309 | | | | (115 | ) | | | 194 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | — | | | $ | 1,447 | | | $ | (1,253 | ) | | $ | 194 | |
| | | | | | | | | | | | | | | | | |
The following table presents details of the Company’s total purchased intangible assets:
| | | | | | | | | | | | | | | |
| | | As of July 31, 2009 | |
| | | Estimated
| | Gross
| | | Accumulated
| | | Net
| |
| | | Useful Lives | | Value | | | Amortization | | | Value | |
| | | | | | | | (In thousands) | | | | |
| |
Intangible Assets, net | | | | | | | | | | | | | | |
| Existing Technology | | 4 years | | $ | 9,283 | | | $ | (3,593 | ) | | $ | 5,690 | |
| Patents/Core Technology | | 4 years | | | 3,046 | | | | (1,178 | ) | | | 1,868 | |
| Customer Contracts | | 6 to 7 years | | | 5,083 | | | | (1,185 | ) | | | 3,898 | |
| Support Agreements | | 5 to 6 years | | | 2,717 | | | | (741 | ) | | | 1,976 | |
| Tradenames/Trademarks | | 5 years | | | 600 | | | | (164 | ) | | | 436 | |
| Non-Compete Agreements | | 2 years | | | 712 | | | | (489 | ) | | | 223 | |
| | | | | | | | | | | | | | | |
| Total | | | | $ | 21,441 | | | $ | (7,350 | ) | | $ | 14,091 | |
| | | | | | | | | | | | | | | |
65
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | | | | | |
| | | As of July 31, 2008 | |
| | | Estimated
| | Gross
| | | Accumulated
| | | Net
| |
| | | Useful Lives | | Value | | | Amortization | | | Value | |
| | | | | | | | (In thousands) | | | | |
| |
Intangible Assets, net | | | | | | | | | | | | | | |
| Existing Technology | | 4 years | | $ | 9,283 | | | $ | (1,272 | ) | | $ | 8,011 | |
| Patents/Core Technology | | 4 years | | | 3,046 | | | | (417 | ) | | | 2,629 | |
| Customer Contracts | | 6 to 7 years | | | 5,083 | | | | (349 | ) | | | 4,734 | |
| Support Agreements | | 5 to 6 years | | | 2,717 | | | | (199 | ) | | | 2,518 | |
| Tradenames/Trademarks | | 5 years | | | 600 | | | | (44 | ) | | | 556 | |
| Non-Compete Agreements | | 2 years | | | 712 | | | | (133 | ) | | | 579 | |
| | | | | | | | | | | | | | | |
| Total | | | | $ | 21,441 | | | $ | (2,414 | ) | | $ | 19,027 | |
| | | | | | | | | | | | | | | |
During the fiscal years ended July 31, 2009 and 2008, the Company recorded $4.9 million and $2.4 million, respectively, of amortization expense related to its purchased intangible assets. No amortization expense was recorded in the fiscal year ended July 31, 2007.
The estimated future amortization expense of purchased intangible assets as of July 31, 2009 is as follows:
| | | | | |
| | | Amount | |
| | | (In thousands) | |
| |
| Years ending July 31, | | | | |
| 2010 | | $ | 4,804 | |
| 2011 | | | 4,555 | |
| 2012 | | | 2,917 | |
| 2013 | | | 1,259 | |
| Thereafter | | | 556 | |
| | | | | |
| Total | | $ | 14,091 | |
| | | | | |
| |
| 4. | Net Loss Per Common Share |
Basic net loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period that are not subject to vesting provisions. Diluted net loss per common share is calculated by giving effect to all potential dilutive common shares. The following table sets forth the computation of net loss per share:
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | (In thousands, except per share data) | |
| |
| Net loss | | $ | (23,413 | ) | | $ | (17,124 | ) | | $ | (24,382 | ) |
| | | | | | | | | | | | | |
| Weighted-average common shares outstanding net of weighted-average common shares subject to repurchase | | | 84,612 | | | | 79,467 | | | | 34,808 | |
| | | | | | | | | | | | | |
| Basic and diluted net loss per common share | | $ | (0.28 | ) | | $ | (0.22 | ) | | $ | (0.70 | ) |
| | | | | | | | | | | | | |
Common shares subject to repurchase are included in other accrued liabilities in the consolidated balance sheets.
66
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following outstanding options, common stock subject to repurchase, restricted stock awards, and common stock warrants were excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an antidilutive effect:
| | | | | | | | | | | | | |
| | | July 31, |
| | | 2009 | | 2008 | | 2007 |
| | | (In thousands) |
| |
| Options to purchase common stock | | | 21,542 | | | | 19,518 | | | | 21,918 | |
| Common stock subject to repurchase | | | 156 | | | | 430 | | | | 1,047 | |
| Restricted stock awards | | | 2,859 | | | | 3,365 | | | | 271 | |
| Warrants to purchase common stock | | | — | | | | — | | | | 556 | |
| |
| 5. | Short-Term Investments |
Short-term investments consist of the following:
| | | | | | | | | | | | | | | | | |
| | | | | | Gross
| | | Gross
| | | | |
| | | Cost
| | | Unrealized
| | | Unrealized
| | | Fair
| |
| | | Basis | | | Gains | | | Losses | | | Value | |
| | | (In thousands) | |
| |
Balance at July 31, 2009 | | | | | | | | | | | | | | | | |
| Corporate bonds and notes | | $ | 10,667 | | | $ | 41 | | | $ | — | | | $ | 10,708 | |
| U.S. government agency securities | | | 63,720 | | | | 144 | | | | (6 | ) | | | 63,858 | |
| U.S. treasury bills | | | 995 | | | | 1 | | | | — | | | | 996 | |
| Commercial paper | | | 6,275 | | | | 3 | | | | (1 | ) | | | 6,277 | |
| | | | | | | | | | | | | | | | | |
| Total short-term investments | | $ | 81,657 | | | $ | 189 | | | $ | (7 | ) | | $ | 81,839 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | Gross
| | | Gross
| | | | |
| | | Cost
| | | Unrealized
| | | Unrealized
| | | Fair
| |
| | | Basis | | | Gains | | | Losses | | | Value | |
| | | (In thousands) | |
| |
Balance at July 31, 2008 | | | | | | | | | | | | | | | | |
| Corporate bonds and notes | | $ | 11,930 | | | $ | 5 | | | $ | (23 | ) | | $ | 11,912 | |
| U.S. government agency securities | | | 44,724 | | | | 19 | | | | (47 | ) | | | 44,696 | |
| Commercial paper | | | 7,521 | | | | 1 | | | | — | | | | 7,522 | |
| | | | | | | | | | | | | | | | | |
| Total short-term investments | | $ | 64,175 | | | $ | 25 | | | $ | (70 | ) | | $ | 64,130 | |
| | | | | | | | | | | | | | | | | |
The cost basis and fair value of debt securities as of July 31, 2009 by contractual maturity, are presented below:
| | | | | | | | | |
| | | July 31, 2009 | |
| | | Cost
| | | Fair
| |
| | | Basis | | | Value | |
| | | (In thousands) | |
| |
| One year or less | | $ | 55,634 | | | $ | 55,781 | |
| One to two years | | | 26,023 | | | | 26,058 | |
| | | | | | | | | |
| Total short-term investments | | $ | 81,657 | | | $ | 81,839 | |
| | | | | | | | | |
The Company reviews the individual securities in its portfolio to determine whether a decline in a security’s fair value below the amortized cost basis is other than temporary in accordance with FSPFAS 115-2. The Company determined that there were no investments in its portfolio, related to credit losses or otherwise, that were other-than temporarily impaired.
67
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes the fair value and gross unrealized losses of the Company’s investments with unrealized losses aggregated by type of investment instrument and length of time that individual securities have been in a continuous unrealized loss position:
| | | | | | | | | |
| | | Less than 12 Months | |
| | | Fair
| | | Unrealized
| |
| | | Value | | | Loss | |
| | | (In thousands) | |
| |
July 31, 2009 | | | | | | | | |
| Commercial paper | | $ | 6,277 | | | $ | (1 | ) |
| U.S. government agencies | | | 63,858 | | | | (6 | ) |
| | | | | | | | | |
| Total | | $ | 70,135 | | | $ | (7 | ) |
| | | | | | | | | |
Fair Value of Financial Instruments
Cash and cash equivalents consist primarily of bank deposits with third-party financial institutions and highly liquid money market securities with remaining maturities at date of purchase of 90 days or less. The carrying value of cash and cash equivalents as of July 31, 2009 and 2008 was approximately $41.3 million and $37.6 million, respectively, and approximates fair value.
Short-term investments consist of corporate bonds and notes, government sponsored enterprise obligations, and commercial paper. As of July 31, 2008, the short-term investments are recorded at amortized cost which approximates fair market value. Effective August 1, 2008, the fair value of the Company’s short-term investments is determined in accordance with SFAS 157, which defines fair value as the exit price in the principal market in which the Company would transact representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
As a basis for considering such assumptions, SFAS 157 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value. Level 1 instruments are valued based on quoted market prices in active markets for identical instruments and include the Company’s investments in money market funds. Level 2 instruments are valued based on quoted prices in markets that are not active or alternative pricing sources with reasonable levels of price transparency and include the Company’s investments in corporate bonds and notes, U.S. government agency securities, treasury bills and commercial paper. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. The Company has no level 3 instruments.
As of July 31, 2009, the fair value measurements of the Company’s cash, cash equivalents and short-term investments consisted of the following:
| | | | | | | | | | | | | |
| | | Total | | | Level 1 | | | Level 2 | |
| | | (In thousands) | |
| |
| Corporate bonds and notes | | $ | 10,708 | | | $ | — | | | $ | 10,708 | |
| U.S. government agency securities | | | 63,858 | | | | — | | | | 63,858 | |
| U.S. treasury bills | | | 996 | | | | — | | | | 996 | |
| Commercial paper | | | 6,277 | | | | — | | | | 6,277 | |
| Money market funds | | | 17,394 | | | | 17,394 | | | | — | |
| | | | | | | | | | | | | |
| Total cash equivalents and short-term investments | | | 99,233 | | | $ | 17,394 | | | $ | 81,839 | |
| | | | | | | | | | | | | |
| Cash deposits with third-party financial institutions | | | 23,904 | | | | | | | | | |
| | | | | | | | | | | | | |
| Total cash, cash equivalents and short-term investments | | $ | 123,137 | | | | | | | | | |
| | | | | | | | | | | | | |
68
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| |
| 6. | Balance Sheet Components |
The following tables provide details of selected balance sheet items:
| | | | | | | | | |
| | | July 31,
| | | July 31,
| |
| | | 2009 | | | 2008 | |
| | | (In thousands) | |
| |
Accounts Receivable, net | | | | | | | | |
| Trade accounts receivable | | $ | 33,856 | | | $ | 33,237 | |
| Less: Allowance for doubtful accounts | | | (390 | ) | | | (558 | ) |
| | | | | | | | | |
| Total | | $ | 33,466 | | | $ | 32,679 | |
| | | | | | | | | |
| | | | | | | | | |
| | | July 31,
| | | July 31,
| |
| | | 2009 | | | 2008 | |
| | | (In thousands) | |
| |
Inventory | | | | | | | | |
| Raw materials | | $ | 486 | | | $ | 283 | |
| Finished goods | | | 7,964 | | | | 11,361 | |
| | | | | | | | | |
| Total | | $ | 8,450 | | | $ | 11,644 | |
| | | | | | | | | |
| | | | | | | | | |
| | | July 31,
| | | July 31,
| |
| | | 2009 | | | 2008 | |
| | | (In thousands) | |
| |
Accrued Liabilities | | | | | | | | |
| Compensation and benefits | | $ | 6,777 | | | $ | 8,768 | |
| Inventory | | | 5,145 | | | | 1,033 | |
| Other | | | 8,800 | | | | 7,107 | |
| | | | | | | | | |
| Total | | $ | 20,722 | | | $ | 16,908 | |
| | | | | | | | | |
| |
| 7. | Property and Equipment, Net |
Property and equipment, net consists of the following:
| | | | | | | | | | | | | |
| | | Estimated
| | | July 31,
| | | July 31,
| |
| | | Useful Lives | | | 2009 | | | 2008 | |
| | | | | | (In thousands) | |
| |
Property and Equipment, net | | | | | | | | | | | | |
| Computer equipment | | | 2 years | | | $ | 7,220 | | | $ | 6,197 | |
| Computer software | | | 2- 5 years | | | | 4,175 | | | | 3,582 | |
| Machinery and equipment | | | 2 years | | | | 7,160 | | | | 5,032 | |
| Furniture and fixtures | | | 5 years | | | | 1,765 | | | | 863 | |
| Leasehold improvements | | | 2-5 years | | | | 637 | | | | 551 | |
| | | | | | | | | | | | | |
| Total property and equipment, gross | | | | | | | 20,957 | | | | 16,225 | |
| Less: Accumulated depreciation and amortization | | | | | | | (13,531 | ) | | | (9,044 | ) |
| | | | | | | | | | | | | |
| Total property and equipment, net | | | | | | $ | 7,426 | | | $ | 7,181 | |
| | | | | | | | | | | | | |
Depreciation and amortization expense totaled $4.7 million, $3.3 million, and $2.0 million, for the fiscal years ended July 31, 2009, 2008, and 2007, respectively.
69
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Deferred revenue consists of the following:
| | | | | | | | | |
| | | July 31,
| | | July 31,
| |
| | | 2009 | | | 2008 | |
| | | (In thousands) | |
| |
Deferred Revenue | | | | | | | | |
| Product | | $ | 10,911 | | | $ | 9,351 | |
| Professional services and support | | | 23,006 | | | | 16,399 | |
| Ratable product and related services and support | | | 737 | | | | 1,393 | |
| | | | | | | | | |
| Total deferred revenue, current | | | 34,654 | | | | 27,143 | |
| Professional services and support, long-term | | | 8,487 | | | | 6,563 | |
| Ratable product and related services and support, long-term | | | 37 | | | | 775 | |
| | | | | | | | | |
| Total deferred revenue, long-term | | | 8,524 | | | | 7,338 | |
| | | | | | | | | |
| Total deferred revenue | | $ | 43,178 | | | $ | 34,481 | |
| | | | | | | | | |
Deferred product revenue relates to arrangements where not all revenue recognition criteria have been met. Deferred professional services and support revenue primarily represents customer payments made in advance for support contracts. Support contracts are typically billed on an annual basis in advance and revenue is recognized ratably over the support period.
Deferred ratable product and related services and support revenue consists of revenue on transactions where VSOE of fair value of support has not been established and the entire arrangement is being recognized ratably over the support period, which typically ranges from one year to five years.
Income (loss) before income tax provision for the fiscal years ended July 31, 2009, 2008 and 2007 consists of the following:
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | (In thousands) | |
| |
| Domestic | | $ | (24,762 | ) | | $ | (17,804 | ) | | $ | (24,144 | ) |
| International | | | 2,137 | | | | 1,647 | | | | 137 | |
| | | | | | | | | | | | | |
| Loss before provision for income taxes | | $ | (22,625 | ) | | $ | (16,157 | ) | | $ | (24,007 | ) |
| | | | | | | | | | | | | |
The components of the provision for income taxes for the fiscal years ended July 31, 2009, 2008, and 2007 are as follows:
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | (In thousands) | |
| |
Current | | | | | | | | | | | | |
| Federal | | $ | 15 | | | $ | — | | | $ | — | |
| State | | | 260 | | | | 281 | | | | 25 | |
| Foreign | | | 513 | | | | 686 | | | | 350 | |
| | | | | | | | | | | | | |
| Total provision for income taxes | | $ | 788 | | | $ | 967 | | | $ | 375 | |
| | | | | | | | | | | | | |
70
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities as of July 31, 2009 and 2008 are as follows:
| | | | | | | | | |
| | | As of July 31, | |
| | | 2009 | | | 2008 | |
| | | (In thousands) | |
| |
Deferred tax assets | | | | | | | | |
| Net operating loss carryforwards | | $ | 18,863 | | | $ | 20,914 | |
| Research and development credits | | | 9,988 | | | | 6,986 | |
| Accruals and reserves | | | 28,215 | | | | 20,911 | |
| | | | | | | | | |
| Total deferred tax assets | | | 57,066 | | | | 48,811 | |
| Valuation allowance | | | (54,879 | ) | | | (45,337 | ) |
| | | | | | | | | |
| Net deferred tax assets | | | 2,187 | | | | 3,474 | |
| | | | | | | | | |
Deferred tax liabilities | | | | | | | | |
| Depreciation and amortization | | | (2,187 | ) | | | (3,474 | ) |
| | | | | | | | | |
| Total deferred tax liabilities | | | (2,187 | ) | | | (3,474 | ) |
| | | | | | | | | |
| Net deferred tax asset (liability) | | $ | — | | | $ | — | |
| | | | | | | | | |
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and net operating loss carryforwards are deductible.
Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, all federal and state deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased approximately $9.5 million, $7.9 million, and $6.6 million, during the fiscal years ended July 31, 2009, 2008, and 2007, respectively.
The differences between the provision for (benefit from) income taxes computed at the federal statutory rate of 34% and the Company’s actual provision for income taxes for 2009, 2008, and 2007, are as follows:
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| |
| Federal income tax expense (benefit) | | | (34.0 | )% | | | (34.0 | )% | | | (34.0 | )% |
| State income tax (benefit), net of federal benefit | | | — | % | | | (3.7 | )% | | | (3.9 | )% |
| Foreign taxes | | | (1.2 | )% | | | 0.6 | % | | | 1.3 | % |
| Stock compensation and warrant expense | | | 10.6 | % | | | 7.7 | % | | | 18.7 | % |
| Non-deductible expenses | | | (5.3 | )% | | | 1.5 | % | | | 0.7 | % |
| Research and developments credits | | | (8.6 | )% | | | (15.0 | )% | | | (9.6 | )% |
| Change in valuation allowance | | | 41.9 | % | | | 48.9 | % | | | 28.4 | % |
| | | | | | | | | | | | | |
| Total provision for income taxes | | | 3.4 | % | | | 6.0 | % | | | 1.6 | % |
| | | | | | | | | | | | | |
As of the fiscal years ended July 31, 2009, 2008, and 2007, the Company had $84.1 million, $88.0 million, and $52.1 million, respectively, of federal net operating loss carryforwards and $71.1 million, $72.9 million, and $46.5 million, respectively, of state net operating loss carryforwards available to reduce future taxable income which will begin to expire in 2022 and 2013 for federal and state tax purposes, respectively. The reduction in net operating loss carryforwards for the fiscal year ended July 31, 2009 is due to the utilization of operation losses to
71
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
offset taxable income. Approximately $36.4 million of federal net operating losses relates to stock compensation deductions in excess of book deductions, the tax effect of which would be credit to additional-paid-in-capital if realized. The Internal Revenue Code limits the use of net operating loss and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. In the event the Company may have a change in ownership, utilization of the carryforwards could be restricted.
The Company has research credit carryforwards for the fiscal years ended July 31, 2009, 2008, and 2007 of approximately $6.0 million, $3.7 million, and $3.3 million, respectively, for federal and $5.7 million, $4.8 million, and $2.9 million, respectively, for state income tax purposes. If not utilized, the federal carryforwards will expire in various amounts beginning in 2022. The California credit can be carried forward indefinitely.
Deferred tax liabilities have not been recognized for undistributed earnings for foreign subsidiaries because it is management’s intention to reinvest such undistributed earnings outside the U.S. The cumulative amount of such undistributed earnings upon which no U.S. income taxes have been provided as of July 31, 2009 was insignificant.
Upon the adoption of FIN 48 on August 1, 2007, the Company had $1.9 million of unrecognized tax benefits, none of which would affect its income tax expense if recognized to the extent that the Company continues to maintain a full valuation allowance against its deferred tax assets. At July 31, 2009, the Company had $5.1 million of unrecognized tax benefits, none of which would materially affect its income tax expense if recognized to the extent that the Company continues to maintain a full valuation allowance against its deferred tax assets. A reconciliation of the beginning and ending amount of the consolidated liability for unrecognized tax benefits during the year is as follows:
| | | | | |
| | | Amount | |
| | | (In thousands) | |
| |
| Balance at August 1, 2007 | | $ | 1,903 | |
| Additions for tax positions related to current year | | | 1,763 | |
| Reductions for tax positions related to prior year | | | — | |
| Settlements | | | — | |
| | | | | |
| Balance at July 31, 2008 | | | 3,666 | |
| Additions for tax positions related to current year | | | 1,458 | |
| Reductions for tax positions related to prior year | | | — | |
| Settlements | | | — | |
| | | | | |
| Balance at July 31, 2009 | | $ | 5,124 | |
| | | | | |
The Company recognizes interest and penalties related to income tax matters as part of the provision for income taxes. To date, these charges have been immaterial.
The Company files annual income tax returns in the U.S. federal jurisdiction, various U.S. state and local jurisdictions, and in various foreign jurisdictions. The Company remains subject to tax authority review for all material jurisdictions for all years.
The Company’s Restated Certificate of Incorporation, as amended and restated in March 2007, authorizes the issuance of 350,000,000 shares of common stock with $0.0001 par value per share and 10,000,000 shares of preferred stock with $0.0001 par value per share. As of July 31, 2009, the Company had reserved 29,485,710 shares of common stock for issuance under its stock plans.
Certain common stock option holders have the right to exercise unvested options, subject to a repurchase right held by the Company, in the event of a voluntary or involuntary termination of employment of the shareholder. The
72
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
cash received from these exercises is initially recorded as a liability and is subsequently reclassified to common stock as the shares vest. As of July 31, 2009, 2008 and 2007, a total of 156,382, 429,570, and 1,046,599, respectively, shares of common stock were subject to repurchase by the Company at the original exercise price of the related stock options. The corresponding exercise value of $0.4 million, $0.8 million, and $1.4 million as of July 31, 2009, 2008, and 2007, respectively, is recorded in accrued liabilities.
The activity of non-vested shares acquired through early exercise of unvested options granted to employees is as follows:
| | | | | |
Non-Vested Shares | | Shares | |
| |
| Non-vested as of July 31, 2007 | | | 1,046,599 | |
| Early exercise of options | | | 131,748 | |
| Vested | | | (682,131 | ) |
| Forfeited | | | (66,646 | ) |
| | | | | |
| Non-vested as of July 31, 2008 | | | 429,570 | |
| Early exercise of options | | | 13,333 | |
| Vested | | | (268,188 | ) |
| Forfeited | | | (18,333 | ) |
| | | | | |
| Non-vested as of July 31, 2009 | | | 156,382 | |
| | | | | |
Stock Repurchase Program
On February 26, 2008, the Company announced a stock repurchase program for up to $10.0 million worth of the Company’s common stock. The Company is authorized until February 26, 2010, to make purchases in the open market and any such purchases will be funded from available working capital. The number of shares to be purchased and the timing of purchases will be based on the price of the Company’s common stock, general business and market conditions, and other investment considerations, and shall not exceed $2.5 million per quarter. Shares are retired upon repurchase. During the fiscal year ended July 31, 2009, the Company purchased 191,200 shares under this program for an aggregate purchase price of $1.0 million. The Company is authorized to purchase up to an additional $6.9 million worth of shares under this program as of July 31, 2009. The Company’s policy related to repurchases of its common stock is to charge any excess of cost over par value entirely to additional paid-in capital.
| |
| 11. | Stock Option and Other Benefit Plans |
2002 Stock Plan
The Company’s 2002 Stock Plan (“2002 Plan”) was adopted by its board of directors and approved by its stockholders in April 2002. The administration and features of the 2002 Plan and the terms of the options granted under the plan are substantially similar to the corresponding features of the 2007 Equity Incentive Plan.
As provided by the 2007 Equity Incentive Plan, 3,881,664 shares, representing all remaining shares reserved for issuance under the 2002 Plan, were transferred to the 2007 Plan upon the closing of the IPO. However, the 2002 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under such plan.
2007 Equity Incentive Plan
In December 2006, the Company’s board of directors approved the 2007 Equity Incentive Plan (the “2007 Plan”). The 2007 Plan provides for the grant of incentive stock options to employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units,
73
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
stock appreciation rights, performance shares and deferred stock units to the Company’s employees, directors, consultants and its parent and subsidiary corporations’ employees and consultants.
The Company reserved the following shares of common stock for issuance under the 2007 Plan:
| | |
| | • | all shares of the Company’s common stock reserved under the 2002 Plan which have been reserved but not issued or subject to outstanding grants, up to a maximum of 7,000,000 shares; and |
| |
| | • | any shares of the Company’s common stock issued under the 2002 Plan that are returned to the 2002 Plan as a result of the termination of options or that are repurchased by the Company pursuant to the terms of the plan, up to a maximum of 10,000,000 shares. |
Additionally, the Company’s 2007 Plan provides for annual increases in the number of shares available for issuance thereunder on the first day of each fiscal year, beginning with fiscal 2008, equal to the lesser of:
| | |
| | • | 5% of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year; or |
| |
| | • | 15,000,000 shares. |
Incentive and nonstatutory stock options under the 2007 Plan may be granted at prices not less than 100% of the closing price of the stock on the Nasdaq Global Market as of the date of grant. For options granted to an employee who owns more than 10% of the voting power of all classes of stock of the Company, the exercise price shall be no less than 110% of the estimated value of the stock at the date of grant. Options generally vest over a four year period and expire no later than ten years after the date of grant.
Restricted stock awards granted under the 2007 Plan are shares of common stock that vest in accordance with terms and conditions established by the plan administrator. The plan administrator may impose whatever conditions to vesting it determines to be appropriate. Shares of restricted stock that do not vest are subject to the Company’s right of repurchase or forfeiture.
Restricted stock units granted under the 2007 Plan are awards that will result in a payment to a participant only if performance goals established by the plan administrator are achieved or the awards otherwise vest. The plan administrator will determine the terms and conditions of restricted stock units, including vesting criteria and the form and timing of payment. Payment for restricted stock units will be made in shares of the Company’s common stock.
74
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Stock Option Activity
The following table summarizes information about stock options outstanding:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Options Outstanding | | | | | | | |
| | | | | | | | | Weighted
| | | | | | Weighted
| | | | |
| | | | | | | | | Average
| | | Weighted
| | | Average
| | | | |
| | | Shares
| | | | | | Exercise
| | | Average
| | | Remaining
| | | Aggregate
| |
| | | Available for
| | | Number of
| | | Price
| | | Fair Value
| | | Contractual
| | | Intrinsic
| |
| | | Grant | | | Shares | | | per Share | | | per Share | | | Term (Years) | | | Value(4) | |
| |
Balance at July 31, 2006 | | | 3,013,607 | | | | 14,992,764 | | | $ | 1.70 | | | | | | | | | | | | | |
| Shares reserved for issuance | | | 9,800,000 | | | | — | | | | | | | | | | | | | | | | | |
| Issuance of share awards and units | | | (366,990 | ) | | | — | | | | | | | | | | | | | | | | | |
| Options granted | | | | | | | | | | | | | | | | | | | | | | | | |
| At fair value(1) | | | (10,303,200 | ) | | | 10,303,200 | | | | 5.98 | | | $ | 2.85 | | | | | | | | | |
| In excess of fair value(2) | | | (10,000 | ) | | | 10,000 | | | | 19.25 | | | | 7.88 | | | | | | | | | |
| Options exercised | | | — | | | | (2,338,566 | ) | | | 1.72 | | | | | | | | | | | $ | 8,489,885 | |
| Options repurchased | | | 175,721 | | | | — | | | | 0.40 | | | | | | | | | | | | | |
| Options cancelled | | | 1,049,787 | | | | (1,049,787 | ) | | | 2.90 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at July 31, 2007 | | | 3,358,925 | | | | 21,917,611 | | | | 3.66 | | | | | | | | 8.80 | | | | | |
| Shares reserved for issuance | | | 3,846,366 | | | | — | | | | | | | | | | | | | | | | | |
| Restricted stock awards granted | | | (3,671,208 | ) | | | — | | | | | | | | | | | | | | | | | |
| Restricted stock awards cancelled | | | 293,255 | | | | — | | | | | | | | | | | | | | | | | |
| Options granted | | | (2,994,860 | ) | | | 2,994,860 | | | | 8.35 | | | | 3.71 | | | | | | | | | |
| Options granted in purchase acquisition | | | — | | | | 155,409 | | | | 0.72 | | | | 4.63 | | | | | | | | | |
| Options exercised | | | — | | | | (3,279,536 | ) | | | 1.76 | | | | | | | | | | | | 39,772,972 | |
| Options repurchased | | | 66,646 | | | | — | | | | 0.74 | | | | | | | | | | | | | |
| Options cancelled | | | 2,270,342 | | | | (2,270,342 | ) | | | 5.97 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at July 31, 2008 | | | 3,169,466 | | | | 19,518,002 | | | | 4.41 | | | | | | | | 7.43 | | | | 44,913,703 | |
| Shares reserved for issuance | | | 4,141,807 | | | | — | | | | | | | | | | | | | | | | | |
| Restricted stock awards granted | | | (1,626,631 | ) | | | — | | | | | | | | | | | | | | | | | |
| Restricted stock awards cancelled | | | 565,582 | | | | — | | | | | | | | | | | | | | | | | |
| Options granted | | | (10,491,975 | ) | | | 10,491,975 | | | | 3.82 | | | $ | 1.55 | | | | | | | | | |
| Options exercised | | | — | | | | (1,436,068 | ) | | | 1.35 | | | | | | | | | | | | 4,874,878 | |
| Options repurchased | | | 18,333 | | | | — | | | | 0.49 | | | | | | | | | | | | | |
| Options cancelled | | | 7,031,994 | | | | (7,031,994 | ) | | | 7.48 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at July 31, 2009 | | | 2,808,576 | | | | 21,541,915 | | | $ | 3.32 | | | | | | | | 6.68 | | | $ | 120,621,047 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Options vested and expected to vest as of July 31, 2009(3) | | | | | | | 20,181,021 | | | $ | 3.27 | | | | | | | | 6.68 | | | $ | 114,099,660 | |
| Options exercisable as of July 31, 2009 | | | | | | | 8,391,669 | | | $ | 2.69 | | | | | | | | 6.67 | | | $ | 52,420,315 | |
75
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | |
| (1) | | Options granted at fair value represent options whose exercise price equals the estimated fair value of the common stock on the date of the grant. |
| |
| (2) | | Options granted in excess of fair value represent options whose exercise price is greater than the estimated fair value of the common stock on the date of the grant. |
| |
| (3) | | Options expected to vest are the result of applying the pre-vesting forfeiture rate assumption to total outstanding options. |
| |
| (4) | | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the fair value of the Company’s common stock on the date of each option exercise. |
As of July 31, 2009, $38.0 million of total unrecognized compensation cost, net of forfeitures, related to non-vested stock options is expected to be recognized over a weighted-average period of 2.56 years.
In the fiscal years ended July 31, 2008 and 2007, the Company modified the terms of 55,833 and 278,793 shares respectively, underlying certain outstanding options held by certain employees. As a result of the modification to the terms of these stock awards, the Company recognized additional compensation expense of $0.4 million and $1.1 million for the fiscal years ended July 31, 2008 and 2007, respectively. With the exception of the stock option exchange program discussed below, no other options held by employees were modified during the fiscal year ended July 31, 2009.
Stock Option Exchange Program
On February 17, 2009, the Company commenced an exchange offer to allow certain of its employees the opportunity to exchange all or a portion of their eligible outstanding stock options for the same number of new options. The new options had an exercise price of $2.91, equal to the closing price per share of the Company’s common stock on March 17, 2009. Stock options held by eligible employees with exercise prices above this closing price were eligible for the exchange offer. Generally, all employees who held options, other than the Company’s board members, Section 16 officers and employees located in China, France, India or the Netherlands, were eligible to participate in the program.
The number of shares of common stock subject to outstanding options did not change as a result of the exchange offer. New options issued as part of the exchange offer are subject to a new vesting schedule in which one-third of the shares subject to each new option grant will vest on the one-year anniversary of the new grant date with the remaining shares vesting in equal monthly installments over the following two years. The new options have a maximum term of seven years following the new grant date. The Company will recognize $3.4 million in incremental stock-based compensation expense over the vesting period of the new grants. The Company recognized $0.4 million in incremental stock-based compensation expense arising from the new options that were issued as part of the exchange offer.
76
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Restricted Stock Award Activity
The following table summarizes information about unvested restricted stock awards and units:
| | | | | | | | | |
| | | | | | Weighted Average
| |
| | | | | | Grant Date
| |
| | | | | | Fair Value
| |
| | | Shares | | | per Share | |
| |
| Balance at July 31, 2007 | | | 270,700 | | | | 17.43 | |
| Awards granted | | | 3,671,208 | | | | 6.78 | |
| Awards vested | | | (283,703 | ) | | | 12.31 | |
| Awards cancelled | | | (293,255 | ) | | | 10.92 | |
| | | | | | | | | |
| Balance at July 31, 2008 | | | 3,364,950 | | | $ | 6.81 | |
| Awards granted | | | 1,626,631 | | | | 4.67 | |
| Awards vested | | | (1,566,715 | ) | | | 5.86 | |
| Awards cancelled | | | (565,582 | ) | | | 6.31 | |
| | | | | | | | | |
| Balance at July 31, 2009 | | | 2,859,284 | | | $ | 6.21 | |
| | | | | | | | | |
The estimated fair value of restricted stock awards is based on the market price of the Company’s stock on the grant date. The weighted average grant date fair value of the awards granted during the fiscal years ended July 31, 2009 and 2008 was $7.6 million and $24.9 million, respectively. Stock-based compensation related to these awards for the fiscal years ended July 31, 2009, 2008 and 2007 was $10.2 million, $5.4 million, and $0.2 million, respectively. As of July 31, 2009, $13.4 million of total unrecognized compensation cost, net of forfeitures, related to non-vested restricted stock awards is expected to be recognized over a weighted-average period of 1.8 years.
Options and Awards Granted to Non-Employees
During the fiscal years ended July 31, 2009, 2008, and 2007, the Company issued fully vested stock awards of 73,975, 31,286, and 50,000, shares, respectively, to consultants. The estimated fair value of the awards measured on the date of the awards was $0.3 million, $0.4 million, and $0.5 million, for the awards granted during the fiscal years ended July 31, 2009, 2008, and 2007, respectively.
In June 2008, the Company granted a restricted stock award of 15,000 shares to one of its board members in exchange for consulting services. The estimated fair value of the award measured on the date of the award was $0.1 million. The award vested in full in June 2009.
During the fiscal year ended July 31, 2007, the Company granted stock options to purchase 10,000 shares, to consultants in exchange for services. These options vest over a period of up to four years and have exercise prices ranging from $0.12 to $3.63 per share. The Company recognizes stock compensation expense on a straight line basis over the vesting periods of the underlying awards based on an estimate of their fair value using the Black-Scholes option pricing model with a contractual life of 10 years, volatility of 56%, and risk-free interest rates of 2.40% to 5.08%. The fair value of stock options granted to non-employees is re-measured at each reporting date. The stock-based compensation expense related to these grants will fluctuate as the estimated fair value of the common stock fluctuates over the period from the grant date to the vesting date. The Company recorded stock-based compensation expense related to these awards of $0.5 million during the fiscal year ended July 31, 2007. There were no stock options granted to consultants during the fiscal years ended July 31, 2009 and 2008.
In March 2007, the Company contributed 100,000 shares of fully vested common stock to a charitable foundation. The aggregate cash consideration for these shares was $10 and $1.4 million in fair value was recorded within stockholders’ equity and as a general and administrative expense during the fiscal year ended July 31, 2007.
77
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Employee Stock Purchase Plan
In December 2006, the Company’s board of directors approved the Employee Stock Purchase Plan (“ESPP”). Under the Employee Stock Purchase Plan, the Company can grant stock purchase rights to all eligible employees during a two year offering period with purchase dates at the end of each six-month purchase period. The first offering period under the ESPP commenced in March 2007. Shares are purchased through employees’ payroll deductions, up to a maximum of 15% of employees’ compensation for each purchase period, at purchase prices equal to 85% of the lesser of the fair market value of the Company’s common stock at the first trading day of the applicable offering period or the purchase date. No participant may purchase more than $25,000 worth of common stock or 3,000 shares of common stock in any one calendar year. The ESPP is compensatory and results in compensation expense under SFAS 123R. A total of 3,838,452 shares of common stock have been reserved for future issuance under the ESPP as of July 31, 2009. Compensation expense recognized in connection with the ESPP was $2.6 million, $3.0 million and $0.6 million for the fiscal years ended July 31, 2009, 2008 and 2007, respectively.
The following table shows for each purchase date, the shares issued and the weighted average purchase price per share:
| | | | |
| Purchase date | | | September 2, 2008 |
| Shares issued | | | 490,053 |
| Weighted average purchase price per share | | $ | 4.58 |
| Purchase date | | | March 2, 2009 |
| Shares issued | | | 624,458 |
| Weighted average purchase price per share | | $ | 2.33 |
During the fiscal year ended July 31, 2009, the Company modified the terms of certain existing awards under its ESPP pursuant to the reset provisions of the plan. Consequently, the Company will recognize $0.3 million in incremental stock-based compensation expense over the vesting period. The Company recognized $0.1 million in incremental stock-based compensation expense arising from the award modification for the fiscal year ended July 31, 2009.
During the fiscal year ended July 31, 2008, the Company modified the terms of certain existing awards under its ESPP pursuant to the reset provisions of the plan. Consequently, the Company will recognize $2.6 million in incremental stock-based compensation expense over the vesting period. The Company recognized $1.0 million in incremental stock-based compensation expense arising from the award modification for the fiscal year ended July 31, 2008.
78
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fair Value Disclosures
The total fair value of options and share awards vested in each of the fiscal years ended July 31, 2009, 2008, and 2007 was $15.9 million, $7.3 million, and $7.2 million, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes model with the following weighted average assumptions:
Employee Stock Options
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| |
Assumptions | | | | | | | | | | | | |
| Risk-free interest rate | | | 2.0 | % | | | 3.2 | % | | | 4.7 | % |
| Expected term (in years) | | | 4.2 | | | | 4.3 | | | | 4.3 | |
| Dividend yield | | | — | | | | — | | | | — | |
| Volatility | | | 66 | % | | | 51 | % | | | 53 | % |
| Weighted average fair value of options granted | | $ | 1.55 | | | $ | 3.67 | | | $ | 2.86 | |
Employee Stock Purchase Plan
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| |
Assumptions | | | | | | | | | | | | |
| Risk-free interest rate | | | 0.5% to 2.3 | % | | | 1.5% to 4.2 | % | | | 4.2% to 5.0 | % |
| Expected term (in years) | | | 0.5 to 2.0 | | | | 0.5 to 2.0 | | | | 0.4 to 2.0 | |
| Dividend yield | | | — | | | | — | | | | — | |
| Volatility | | | 53% to 101 | % | | | 43% to 65 | % | | | 43% to 48% | |
| Weighted average fair value of stock purchase rights granted | | $ | 1.51 | | | $ | 2.43 | | | $ | 4.18 | |
The expected term of the stock-based awards represents the period of time that the Company expects such stock-based awards to be outstanding, giving consideration to the contractual term of the awards, vesting schedules and expectations of future employee behavior. The Company gave consideration to its historical exercises, the vesting term of its options, the post vesting cancellation history of its options and the options’ contractual terms. The contractual term of options granted from inception of the Company through August 16, 2007 was generally 10 years. On August 17, 2007, the Company’s Compensation Committee revised its 2007 Plan to provide for a contractual term of seven years on all option grants on or after such date. Given the Company’s limited operating history, the Company then compared this estimated term to those of comparable companies from a representative peer group selected based on industry data to determine the expected term. The Company computes expected volatility based on its historical volatility and the historical volatility of comparable companies from a representative peer group that the Company selected based on industry data. As required by SFAS 123R, the Company made an estimate of expected forfeitures, and is recognizing stock-based compensation only for those equity awards that it expects to vest. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury Constant Maturity rate as of the date of grant.
Stock-based Expenses
Total stock-based compensation for the fiscal years ended July 31, 2009, 2008 and 2007 was $24.6 million, $19.3 million, and $12.7 million, respectively. The Company did not capitalize stock-based compensation during the fiscal year ended July 31, 2009 due to the amount qualifying for capitalization being immaterial.
79
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
401(k) Defined Contribution Plan
The Company sponsors a 401(k) defined contribution plan covering all employees. Matching contributions to the plan are at the discretion of the Company. To date, there have been no employer contributions under this plan.
The Company operates in one industry segment selling fixed and modular mobility controllers, wired and wireless access points, and related software and services.
FASB Statement No. 131,Disclosures about Segments of an Enterprise and Related Information,establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has one business segment and there are no segment managers who are held accountable for operations, operating results and plans for products or components below the consolidated unit level. Accordingly, the Company reports as a single operating segment. The Company and its Chief Executive Officer evaluate performance based primarily on revenue in the geographic locations in which the Company operates. Revenue is attributed to geographic location based on the ship-to location of the Company’s customers.
The Company’s assets are primarily located in the United States of America and not allocated to any specific region. Therefore, geographic information is presented only for total revenue.
The following presents total revenue by geographic region:
| | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | | | | (In thousands) | | | | |
| |
| United States | | $ | 129,991 | | | $ | 118,647 | | | $ | 84,878 | |
| Europe, Middle East and Africa | | | 34,178 | | | | 31,149 | | | | 20,710 | |
| Asia Pacific | | | 27,023 | | | | 20,231 | | | | 13,301 | |
| Rest of World (including Japan) | | | 8,067 | | | | 8,233 | | | | 8,610 | |
| | | | | | | | | | | | | |
| Total | | $ | 199,259 | | | $ | 178,260 | | | $ | 127,499 | |
| | | | | | | | | | | | | |
| |
| 13. | Commitments and Contingencies |
Legal Matters
On August 27, 2007, Symbol Technologies, Inc. and Wireless Valley Communications, Inc., both Motorola subsidiaries, filed suit against the Company in the Federal District Court of Delaware asserting infringement of U.S. Patent Nos. 7,173,922; 7,173,923; 6,625,454; and 6,973,622. The Company filed its response on October 17, 2007, denying the allegations and asserting counterclaims. The complaint seeks unspecified monetary damages and injunctive relief. On September 8, 2008, the Company filed an amended answer and counterclaims, asserting infringement of Aruba’s U.S. Patent Nos. 7,295,524 and 7,376,113 against Motorola, Inc. as well as its subsidiaries, Symbol Technologies, Inc. and Wireless Valley Communications, Inc. The counterclaims seek unspecified monetary damages and injunctive relief. On November 13, 2008, Motorola filed an amended complaint asserting infringement of U.S. Patent No. 7,359, 676 owned by AirDefense, Inc., another Motorola subsidiary. The trial is scheduled to commence on January 11, 2010.
Although the Company intends to vigorously defend against all of these claims, intellectual property litigation is expensive and time-consuming, regardless of the merits of any claim, and could divert management’s attention
80
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
from operating the Company’s business. Because of the inherent uncertainties of litigation, the outcome of this action could be unfavorable. At this time, the Company is unable to estimate the potential financial impact this action could have on the Company.
The Company could become involved in additional litigation from time to time relating to claims arising out of its ordinary course of business. Other than described above there were no claims as of July 31, 2009 that, in the opinion of management, might have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Lease Obligations
The Company leases office space under non-cancelable operating leases with various expiration dates through July 2016. The terms of certain operating leases provide for rental payments on a graduated scale. The Company recognizes rent expense on a straight-line basis over the respective lease periods and has accrued for rent expense incurred but not paid. Rent expense for the fiscal years ended July 31, 2009, 2008, and 2007 was $3.0 million, $2.3 million, and $1.6 million, respectively. On August 12, 2009, the Company signed a lease amendment for property located in Sunnyvale, California. The lease expires on July 31, 2016. On September 22, 2009, the Company signed a new lease agreement for property also located in Sunnyvale, California. The lease expires on July 31, 2016.
Future minimum lease payments under non-cancelable operating leases, including the two new leases signed in August and September 2009, are as follows:
| | | | | |
| | | Operating
| |
| | | Leases | |
| | | (In thousands) | |
| |
| Year Ending July 31, | | | | |
| 2010 | | $ | 3,971 | |
| 2011 | | | 2,321 | |
| 2012 | | | 1,967 | |
| 2013 | | | 2,017 | |
| 2014 | | | 2,077 | |
| Thereafter | | | 4,343 | |
| | | | | |
| Total minimum payments | | $ | 16,696 | |
| | | | | |
Employee Agreements
The Company has signed various employment agreements with certain executives pursuant to which if their employment is terminated without cause, the executives are entitled to receive certain benefits, including, but not limited to, accelerated stock option vesting.
Warranties
The Company provides for future warranty costs upon product delivery. The specific terms and conditions of those warranties vary depending upon the product sold and country in which the Company does business. In the case of hardware, the warranties are generally for12-15 months from the date of purchase. Beginning in the fourth quarter of fiscal year 2009, the Company announced a lifetime warranty program on certain access points, in which customers were entitled to a lifetime warranty on certain access points purchased subsequent to the announcement of the program.
The Company warrants that any media on which its software products are recorded will be free from defects in materials and workmanship under normal use for a period of 90 days from the date the products are delivered to the end customer. In addition, the Company warrants that its hardware products will substantially conform to the Company’s published specifications.
81
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Historically, the Company has experienced minimal warranty costs. Factors that affect the Company’s warranty liability include the number of installed units, historical experience and management’s judgment regarding anticipated rates of warranty claims and cost per claim. The Company assesses the adequacy of its recorded warranty liabilities every period and makes adjustments to the liability as necessary.
The warranty liability is included as a component of accrued liabilities on the balance sheet. Changes in the warranty liability are as follows:
| | | | | |
| | | Warranty
| |
| | | Amount | |
| | | (In thousands) | |
| |
| Balance as of July 31, 2007 | | $ | 85 | |
| Provision | | | 60 | |
| Obligations fulfilled during period | | | (20 | ) |
| | | | | |
| Balance as of July 31, 2008 | | $ | 125 | |
| Provision | | | 256 | |
| Obligations fulfilled during period | | | (223 | ) |
| | | | | |
| Balance as of July 31, 2009 | | $ | 158 | |
| | | | | |
Non-Cancelable Purchase Commitments
The Company outsources the production of its hardware to a third-party contract manufacturer. In addition, the Company enters into various inventory related purchase commitments with this contract manufacturer and other suppliers. The Company had $14.9 million and $12.4 million in non-cancelable purchase commitments with these providers as of July 31, 2009 and 2008, respectively. The Company expects to sell all products which it has committed to purchase from these providers.
Indemnification
In its sales agreements, the Company may agree to indemnify its indirect sales channels and end user customers for any expenses or liability resulting from claimed infringements of patents, trademarks or copyrights of third parties. The terms of these indemnification agreements are generally perpetual any time after execution of the agreement. The maximum amount of potential future indemnification is unlimited. To date the Company has not paid any amounts to settle claims or defend lawsuits. The Company is unable to reasonably estimate the maximum amount that could be payable under these arrangements since these obligations are not capped but are conditional to the unique facts and circumstances involved. Accordingly, the Company has no liabilities recorded for these agreements as of July 31, 2009 and 2008.
82
| |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| |
| ITEM 9A. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant toRule 13a-15 under the Securities Exchange Act of 1934 as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our chief executive officer and chief financial officer concluded that, as of July 31, 2009, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
SeeReport on Management’s Assessment of Internal Control Over Financial Reportingon page 52. The effectiveness of our internal control over financial reporting as of July 31, 2009 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of thisForm 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| |
| ITEM 9B. | OTHER INFORMATION |
None.
PART III
| |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The information required by this item is incorporated by reference to our Proxy Statement for our 2009 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended July 31, 2009.
| |
| ITEM 11. | EXECUTIVE COMPENSATION |
The information required by this item is incorporated by reference to our Proxy Statement for our 2009 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended July 31, 2009.
83
| |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required by this item is incorporated by reference to our Proxy Statement for our 2009 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended July 31, 2009.
| |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information required by this item is incorporated by reference to our Proxy Statement for our 2009 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended July 31, 2009.
| |
| ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The information required by this item is incorporated by reference to our Proxy Statement for our 2009 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended July 31, 2009.
PART IV
| |
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a)(1)Financial Statements: The following are filed as part of Item 8 of this report:
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Schedules: Schedule IIValuation and Qualifying Accountsappears below and should be read in conjunction with the Consolidated Financial Statements included in this report.
| | | | | | | | | | | | | | | | | |
| | | Balance at
| | | | | | | | | Balance at
| |
| | | Beginning
| | | | | | | | | End of
| |
| | | of Year | | | Additions | | | Deductions | | | Year | |
| | | | | | (In thousands) | | | | |
| |
| Fiscal year ended July 31, 2007 | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | $ | 352 | | | $ | 199 | | | $ | (44 | ) | | $ | 507 | |
| Sales returns | | | 273 | | | | 286 | | | | (265 | ) | | | 294 | |
| Fiscal year ended July 31, 2008 | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | | 507 | | | | 283 | | | | (232 | ) | | | 558 | |
| Sales returns | | | 294 | | | | 473 | | | | (420 | ) | | | 347 | |
| Fiscal year ended July 31, 2009 | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | | 558 | | | | 138 | | | | (306 | ) | | | 390 | |
| Sales returns | | $ | 347 | | | $ | 972 | | | $ | (799 | ) | | $ | 520 | |
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
(b) Exhibits. The exhibits listed on the Exhibit Index (following the Signatures section of this report) are included, or incorporated by reference, in this annual report.
84
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 6th day of October 2009.
ARUBA NETWORKS, INC.
Dominic P. Orr
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dominic P. Orr and Steffan Tomlinson, and each of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Report onForm 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| | | | | | | |
Signature | | Title | | Date |
| |
| | | | | |
/s/ Dominic P. Orr
Dominic P. Orr | | President, Chief Executive Officer, and Chairman of the Board of Directors
(Principal Executive Officer) | | October 6, 2009 |
| | | | | |
/s/ Steffan Tomlinson
Steffan Tomlinson | | Chief Financial Officer (Principal Accounting and Financial Officer) | | October 6, 2009 |
| | | | | |
/s/ Keerti Melkote
Keerti Melkote | | Co-Founder, Chief Technology Officer and Director | | October 6, 2009 |
| | | | | |
/s/ Bernard Guidon
Bernard Guidon | | Director | | October 6, 2009 |
| | | | | |
/s/ Emmanuel Hernandez
Emmanuel Hernandez | | Director | | October 6, 2009 |
| | | | | |
/s/ Michael R. Kourey
Michael R. Kourey | | Director | | October 6, 2009 |
| | | | | |
/s/ Doug Leone
Doug Leone | | Director | | October 6, 2009 |
| | | | | |
/s/ Willem P. Roelandts
Willem P. Roelandts | | Director | | October 6, 2009 |
| | | | | |
/s/ Shirish S. Sathaye
Shirish S. Sathaye | | Director | | October 6, 2009 |
| | | | | |
/s/ Daniel Warmenhoven
Daniel Warmenhoven | | Director | | October 6, 2009 |
85
EXHIBIT INDEX
| | | | | | | | | |
Exhibit
| | | | Incorporated by Reference Herein |
Number | | Description | | Form | | Date |
| |
| | 2 | .1* | | Agreement and Plan of Reorganization, dated as of January 4, 2008 | | Current Report on Form 8-K | | January 9, 2008 |
| | 3 | .1* | | Restated Certificate of Incorporation of Registrant | | Current Report on Form 8-K | | April 5, 2007 |
| | 3 | .2* | | Amended and Restated Bylaws of Registrant | | Current Report on Form 8-K | | February 17, 2009 |
| | 4 | .1* | | Specimen common stock certificate | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | March 7, 2007 |
| | 4 | .2* | | Amended and Restated Investors’ Rights Agreement, dated September 6, 2005 | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | December 15, 2006 |
| | 10 | .1* | | Form of Indemnification Agreement | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | March 7, 2007 |
| | 10 | .2‡* | | AirWave Wireless, Inc. 2000 Stock Plan | | Registration Statement on Form S-8 (File No. 333-149945) | | March 28, 2008 |
| | 10 | .3A‡* | | 2002 Stock Plan of Registrant, as amended | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | January 24, 2007 |
| | 10 | .3B‡* | | Forms of Stock Option Agreements under the 2002 Stock Plan | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | December 15, 2007 |
| | 10 | .4A‡* | | 2007 Equity Incentive Plan of Registrant as amended | | Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2008 | | December 10, 2008 |
| | 10 | .4B‡* | | Forms of Stock Option Agreements under the 2007 Equity Incentive Plan | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | January 24, 2007 |
| | 10 | .4C‡* | | 2007 Equity Incentive Plan Form of Stock Option Agreement for Participants Outside the U.S. | | Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2009 | | March 12, 2009 |
| | 10 | .4D* | | Form of Restricted Stock Unit Agreement under the 2007 Equity Incentive Plan | | Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2008 | | December 10, 2008 |
| | 10 | .4E‡* | | Forms of Restricted Stock Unit Agreement under the 2007 Equity Incentive Plan | | Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2008 | | June 6, 2008 |
| | 10 | .5A‡* | | Employee Stock Purchase Plan, amended and restated February 13, 2009 | | Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2009 | | March 12, 2009 |
| | 10 | .5B‡* | | Form of Subscription Agreement under the Employee Stock Purchase Plan | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | January 24, 2007 |
| | 10 | .6‡* | | Executive Employment Agreement, dated April 4, 2006, between Registrant and Dominic P. Orr | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | December 15, 2006 |
| | 10 | .7‡ | | Amendment to Executive Employment Agreement, dated December 2008, between Registrant and Dominic P. Orr | | | | |
86
| | | | | | | | | |
Exhibit
| | | | Incorporated by Reference Herein |
Number | | Description | | Form | | Date |
| |
| | 10 | .8‡* | | Employment offer letter, dated April 12, 2002, between Registrant and Keerti Melkote | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | December 15, 2006 |
| | 10 | .9‡* | | Employment offer letter, dated July 18, 2006, between Registrant and Sriram Ramachandran | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | December 15, 2006 |
| | 10 | .10‡ | | Amendment to Offer Letter, dated December 2008, between Registrant and Sriram Ramachandran | | | | |
| | 10 | .11‡* | | Employment offer letter, dated July 14, 2005, between Registrant and Steffan Tomlinson | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | December 15, 2006 |
| | 10 | .12‡ | | Amendment to Offer Letter, dated December 2008, between Registrant and Steffan Tomlinson | | | | |
| | 10 | .13†* | | Offer Letter to Hitesh Sheth, dated July 16, 2009 | | Current Report on Form 8-K | | August 17, 2009 |
| | 10 | .14* | | Standard Office Lease, dated as of November 30, 2007, for 1344 Crossman Ave., Sunnyvale, California | | Current Report on Form 8-K | | December 6, 2007 |
| | 10 | .15 | | First Amendment to Lease, dated as of August 12, 2009, for 1344 Crossman Ave., Sunnyvale, California | | | | |
| | 10 | .16* | | Sublease Agreement, dated September 10, 2004, for 1322 Crossman Ave., Sunnyvale, California | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | December 15, 2006 |
| | 10 | .17 | | Lease Agreement dated as of September 22, 2009, for 1322 Crossman Ave., Sunnyvale, California | | | | |
| | 10 | .18* | | Flextronics Manufacturing Services Agreement, dated January 1, 2005 | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | January 24, 2007 |
| | 10 | .19* | | Technology License Agreement, dated October 20, 2005, between Registrant and Atheros Communications, Inc. | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | March 20, 2007 |
| | 10 | .20* | | Software License Agreement, dated January 11, 2006, between Registrant and Broadcom Corporation | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | January 24, 2007 |
| | 10 | .21†* | | OEM Supply Agreement, dated March 18, 2005, between Registrant and Alcatel Internetworking, Inc. | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | March 26, 2007 |
| | 10 | .22†* | | Amendment No. 1 to OEM Supply Agreement, dated August 31, 2006, between Registrant and Alcatel Internetworking, Inc. | | Registration Statement on Form S-l, as amended (File No. 333-139419) | | March 26, 2007 |
87
| | | | | | | | | |
Exhibit
| | | | Incorporated by Reference Herein |
Number | | Description | | Form | | Date |
| |
| | 10 | .23* | | Master Purchase Agreement, dated as of January 16, 2006, between Registrant and Raza Microelectronics, Inc. (“RMI”) | | Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2009 | | March 12, 2009 |
| | 10 | .24* | | First Amendment to Master Purchase Agreement, dated as of February 26, 2007, by and between Registrant and RMI | | Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2009 | | March 12, 2009 |
| | 21 | .1 | | List of subsidiaries of Registrant | | | | |
| | 23 | .1 | | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | | | | |
| | 24 | .1 | | Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K) | | | | |
| | 31 | .1 | | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act | | | | |
| | 31 | .2 | | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act | | | | |
| | 32 | .1 | | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act | | | | |
| | |
| * | | Previously filed. |
| |
| † | | Confidential treatment has been requested for portions of this exhibit. |
| |
| ‡ | | Indicates management compensatory plan, contract or arrangement. |
88
