UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended July 31, 2012
| ¨ | 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, California 94089-1113
(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 Select 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 x No ¨
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 ¨ No x
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 x No ¨
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 of Regulation 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 x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation 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 this Form 10-K or any amendment to this Form 10-K. ¨
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” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | |
| Large accelerated filer | | x | | Accelerated filer | | ¨ |
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| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ¨ No x
As of January 31, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $2,270,548,058, based on the closing price of such stock reported for such date on the NASDAQ Global Select Market. This calculation does not reflect a determination that persons are affiliates for any other purposes.
The number of outstanding shares of the registrant’s common stock was 113,461,962 as of October 4, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the 2012 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended July 31, 2012 are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
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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. You can identify these forward-looking statements by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “potential,” “should,” “will,” “would” and other similar expressions. These statements include, among other things, statements concerning our expectations:
| | • | that revenue from our indirect channels will continue to constitute a significant majority of our future revenue; |
| | • | that competition will intensify in the future as other companies introduce new products in the same markets we serve or intend to enter; |
| | • | that our product offerings, in particular our products that incorporate 802.11n wireless local area network (“LAN”) standard technologies, will enable broader networking initiatives by both our current and potential customers; |
| | • | regarding the growth of our offshore operations and the establishment of additional offshore capabilities for certain general and administrative functions; |
| | • | that, within our indirect channel, sales through our value-added distributors (“VADs”), value-added resellers (“VARs”), and original equipment manufacturers (“OEMs”) will continue to be significant; |
| | • | that international revenue will increase in absolute dollars and remain consistent or increase as a percentage of total revenue in future periods compared with fiscal 2012; |
| | • | that research and development expenses for fiscal 2013 will increase on an absolute dollar basis and as a percentage of revenue compared with fiscal 2012; |
| | • | | that we intend to file for patents and patent applications around the world, as appropriate, as counterparts for our United States patents; |
| | • | that over time virtually every workplace will be all-wireless, and users will be untethered from restrictive wired networks; |
| | • | regarding continued momentum in our Mobile Virtual Enterprise (“MOVE”) architecture initiatives, including network rightsizing, and adoption of ClearPass access management system and Aruba Instant; |
| | • | that sales and marketing expenses for fiscal 2013 will continue to be our most significant operating expense and will increase on an absolute dollar basis and as a percentage of revenue compared with fiscal 2012; |
| | • | that general and administrative expenses for fiscal 2013 will remain constant or increase on an absolute dollar basis and decrease as a percentage of revenue compared with fiscal 2012; |
| | • | that ratable product and related professional services and support revenue from certain revenue arrangements that are established prior to the second quarter of fiscal 2006 and those that are acquired through business combinations where we were not able to establish VSOE on prior services and support offerings. This revenue will continue to be a small portion of total revenue in future periods; |
| | • | regarding the sufficiency of our existing cash, cash equivalents, short-term investments and cash generated from operations; |
| | • | that we will ensure the safety and preservation of our invested funds by limiting default risk, market risk and reinvestment risk; and |
| | • | that we will increase our market penetration and extend our geographic reach through our network of channel partners, |
| | • | our ability to monitor and assess compliance with environmental laws by our contract manufacturer and distribution partners |
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as well as other statements regarding our future operations, financial condition and prospects and business strategies. These forward-looking statements are based on information available to us as of the date of this report and current expectations, forecasts and assumptions 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 (“SEC”). Our forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we are under no obligation to, and expressly disclaim any responsibility to, update or alter our forward-looking statements, whether as a result of new information, future events or otherwise. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
The following information should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in this report.
PART I
Overview
Aruba Networks is the leading provider of next-generation network access solutions for mobile enterprise networks. The Mobile Virtual Enterprise (“MOVE”) architecture unifies wired and wireless infrastructures into one seamless network access solution for traveling business professionals, remote workers, corporate headquarters employees and guests. With the Aruba MOVE architecture, access privileges are linked to a user’s identity. This means that an enterprise workforce has consistent, secure access to network resources based on who they are, no matter where they are, what devices they are using or how they are connected.
It is a unique approach that is driven by mobility and the proliferation of Wi-Fi-enabled mobile devices. These devices, which have no Ethernet port, are connecting to enterprise networks in unprecedented numbers and will quickly surpass desktop connections. Aruba meets this challenge by eliminating the cost and complexity of managing separate wired and wireless access policies. We believe that, with our network access solutions, our customers will need fewer ports and consequently less equipment in the wiring closet, which will effectively rightsize our customers’ access infrastructure.
Aruba’s MOVE architecture provides context-aware networking for the post-desktop personal computer (“PC”) era. Mobility network services are delivered centrally from the data center across thin network access devices or on-ramps. At the heart of Aruba MOVE, a single set of mobility network services manages security, policy and network performance for every user and device on the network, regardless of location or how they connect. This mobility and user-centric approach makes it possible to re-architect the access network to simultaneously provide workforce mobility and reduce costs. To connect users into the network, whether at work, home, or on the road, Aruba access on-ramps include wireless, wired, and virtual private network (“VPN”) products. Device configuration, security policies, and reporting are all done centrally in the data center effectively making installation a zero-touch experience.
A key new addition to our MOVE architecture is our ClearPass Access Management System (“ClearPass”). Ideal for “Bring Your Own Device” (“BYOD”) provisioning and onboarding, ClearPass makes it easy for IT-issued and personal mobile devices to securely connect to any network. By centralizing access policies across the entire network, ClearPass automates differentiated user and device access, policy management and the provisioning of devices for secure network access and posture assessment. This ensures that each user has the right access privileges based on who they are and what device they are using. ClearPass is essential when increasing numbers of consumer devices – Windows, Mac OS X, iOS, Android and Linux – connect to the network and access is required by a broader range of users – employees, visitors, customers and contractors.
Another key addition is Aruba Instant, a controller-less Wi-Fi solution that combines ease-of-use and cost-effectiveness with best-in-class security, resiliency and intelligence. In Aruba Instant mode, a single access point is dynamically elected the master, which automatically distributes the network configuration to other Aruba Instant access points (“AP”) in the wireless local area network (“WLAN”). Our customers simply power-up one Aruba Instant AP, configure it over the air, and plug in the other access points. The entire deployment process is substantially reduced, saving our customers’ time and operational expenses.
Our products have been sold to over 20,000 customers worldwide, including some of the largest and most complex global organizations. We have implemented a two-tier distribution model in most areas of the world, including the United States, with value added distributors (“VADs”) and original equipment manufacturers (“OEMs”) 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.
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Industry Background
Network users are 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.
Most critically, businesses of all types are being overrun by employee-owned mobile devices on the network, and many are seeking to deploy these devices en masse as well. This is known as the BYOD phenomenon. Most currently deployed networks are ill suited for this phenomenon, as they are designed for a port-based architecture, with mobility as an added convenience and “best-effort” solution. The BYOD phenomenon has also created demand for mobile device access management, which we address with our ClearPass solution.
Our vision is to transform the way that organizations design, deploy, manage and maintain user access networks to deliver a wide range of applications, from data to voice and video, to users wherever and whenever they want. This strategy is delivered via our MOVE architecture, which includes our Wi-Fi portfolio, our Mobility Access Switch portfolio, Aruba Instant and ClearPass.
Our MOVE architecture is unique in that it is context-aware, taking user, device, location and application into account when applying security and management policies over the network. Context-awareness also helps ensure application performance and network reliability. This enables customer organizations to rightsize their networks, reducing the number of physical ports. It also helps ensure secure connectivity for tablets and smartphones. This enables access networks to be built at a fraction of the cost of traditionally overprovisioned and undersubscribed ethernet-switch based access networks, while providing greater utility, utilization, security and visibility. Customers of different size and application requirements need flexibility for their Wi-Fi network architecture. Aruba provides flexible options, including a mobility controller-based architecture for larger, more sophisticated environments, and the Aruba Instant controller-less architecture for distributed branch and smaller campus environments. Effectively implemented, secure mobility solutions offer a significant competitive advantage by allowing resources to be used optimally and at the lowest cost. We expect that over time virtually every workplace will be all-wireless, and users will be completely un-tethered from restrictive wired networks.
Effectively implemented, secure mobility solutions offer a significant competitive advantage by allowing resources to be used optimally and at the lowest cost. We expect that over time virtually every workplace will be all-wireless, and users will be completely un-tethered from restrictive wired networks.
Delivering secure mobility solutions requires that certain challenges be overcome:
| | • | Enabling both securityand mobility — Wireless networks 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 reliably in a mobile environment — Without special handling, many applications that are intended to be delivered over a fixed network may perform sub-optimally in a mobile environment. This is especially true for mission-critical data and latency-sensitive voice and video applications. A key example is mobile unified communications. Enabling a network to recognize and adapt to an application — so-called “application awareness” — is essential if data, voice and video are to be delivered reliably and with full fidelity. |
| | • | 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. |
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| | • | Network and operations management — The management system is the heart of any secure mobility solution because it so profoundly affects up-time, ease-of-use, information technology (“IT”) overhead, and on-going operating costs. Essential tasks like network set-up, diagnostics, report generation, maintenance, and software upgrades require an efficient centralized management system that encompasses wired, wireless, and mobile device networks. To ease the transition from legacy to new 802.11n Wi-Fi networks and make the most of existing capital investments, it is imperative that the management system seamlessly integrate devices from multiple vendors into a single management console. |
| | • | Support for emerging mobile applications — Secure mobility solutions need to be future-proof, ready to support emerging applications such as high definition video, unified communications, real-time telemetry, wide-area smart grid over resilient mesh, large-scale telework, and location-based services such as asset tracking and inventory management. |
Our Solution
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. Theseport-centric architectures assume a static relationship between a user and a data port, and the network access policies and application delivery priorities are not designed to accommodate — and therefore limit — user mobility away from that port. 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 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 delivery of a consistent user experience across both wireless and wired networks at local and remote locations.
We address the secure mobility problem using auser-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 are working in the office, from home, or on the road. Our security mechanisms allow unrestricted mobility and a common user experience whenever and wherever the network is accessed. With the addition of our ClearPass Access Management solution, our customers can now manage these user- and device-based policies, particularly in high-demand, BYOD environments.
While this design puts wireless networking on an equal footing with wired networks with respect to security, it also enhances 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 wherever it is needed. Our Aruba Instant solution is particularly effective for branch deployments. Our Virtual Branch Networking solution delivers an “in-the-office” experience to fixed teleworker and branch office users across town and around the world.
Other key elements of our user-centric architecture include:
| | • | Adaptive wireless — Adaptive 802.11n wireless LANs enhance productivity and collaboration by delivering high performance wireless data, voice, and video connections even in environments with densely deployed clients and high levels of RF interference. Our solutions scale for campus applications yet remain cost-effective for small branch deployments. They can be used both indoors and outdoors, and incorporate secure enterprise mesh for completely wireless networking. |
| | • | Identity-based security — IT departments can deliver authentication, encryption, and access control services to all users via a single integrated, low-power appliance. VPN termination appliances and access control firewalls are not required, reducing IT overhead and expenses. |
| | • | Application-awareness — Our user-centric network is application-aware — it knows what type of applications are running on the network — and will dynamically adjust itself to improve the performance of data, voice, and video applications. IT managers can define policies that prioritize and optimize services based on the specific user and/or the application being delivered. |
| | • | Vendor-agnostic operations 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 a wide variety of different 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 our networks to be quickly deployed without replacing 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 easier and less expensive to deploy. |
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| | • | Cost-effective scalability — We believe our architecture provides industry-leading scalability through its ability to support significant numbers of 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 — By combining the flexibility of modular software with high-performance, programmable hardware, customers can rapidly implement updates, upgrades, and new features with no or minimal equipment changes. |
| | • | Remote networking — Virtual Branch Networking extends 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 — Network rightsizing enables customers to lower operating expenses and reduce their carbon footprint by bringing their wired and wireless LAN infrastructure in line with 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 Return-On-Investment calculators help predict the monetary and carbon savings opportunities based on company size and network configuration. |
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. We will also pursue the service provider market, positioning our solution for managed services offerings. In pursuit of this quest, we believe that the following key elements of our strategy will help us maintain our competitive advantage:
| | • | Commitment to customer service and success— Our philosophy is that our customers come first and last in everything we do. Our commitment to customer success means that we work collaboratively to do what is best for them and that we work to see things from their points of view when making our business and technology decisions. We strive to ensure that our customer service is the best in the industry. We are continuously focused on finding new ways to solve our customers’ most critical problems, meaning that we listen closely to their needs and that we seek what is best for them first, in every instance. |
| | • | Enable the proliferation of BYOD policies and initiatives across the enterprise — IT departments are at a crossroads. Whether overwhelmed by the number and variety of wireless devices that their employees are bringing into the workplace or embracing and issuing such devices to their employees, chances are their access networks are ill-designed for the purpose. Our MOVE architecture and ClearPass solution make broad deployment and secure self-provisioning of mobile devices possible in either case. This means that companies can benefit from letting their employees use the devices they enjoy using without imposing a heavy support burden on IT. |
| | • | Enable the unified communication (“UC”) migration — More and more enterprises are moving from wired internet protocol (“IP”) phones or even time-division multiplexing (“TDM”)-based telephony to unified communications suites such as Microsoft Lync. Less challenging in a wired networking environment, moving to UC delivered over Wi-Fi often results in performance degradation and noticeable loss of quality due to the competition from an ever-increasing number of Wi-Fi devices for finite wireless bandwidth. We have worked closely with leading UC vendors such as Microsoft to ensure that UC runs just as well over Wi-Fi as it does over wire. |
| | • | 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 primary campuses, as well as in satellite, branch, and home offices. We intend to do so by emphasizing the productivity enhancements and cost-efficiency of our approach. Aruba Instant, network rightsizing and Virtual Branch Networking are three elements of this strategy, helping users to enhance mobility, obtain a uniform network experience for all users, and lower both operating and capital expenditures. |
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| | • | 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 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 as unified communications, video-over-IP, and location-based services. We will continue to innovate our ClearPass software platform to deliver a rich set of capabilities for BYOD environments. Finally, we intend to continue enhancing the capabilities of our multi-vendor AirWave Wireless Management Suite to 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. |
| | • | Deliver wireless LAN and mobility solutions to services providers that enable profitable managed services — BYOD, mobility and cloud computing are driving substantial opportunities for managed service providers (“MSP”) to help organizations deploy and manage end-to-end mobility solutions and value-added services. From Wi-Fi hotspots to large campus networks, our managed WLAN solutions are simple to deploy, easy to manage, and can scale from small remote locations to large campus environments. This opportunity will expand our ability to address a broader range of the wireless LAN market, as well as key verticals such as retail and small-to-medium sized businesses who have a greater propensity to embrace a managed service model with MSPs. |
| | • | Realize increased operating efficiencies — We currently outsource our hardware manufacturing to overseas contract manufacturers such as Flextronics Manufacturing Singapore Pte. Ltd. (“Flextronics”), Sercomm Corporation (“Sercomm”), Accton Corporation (“Accton”) and Wistron Corporation (“Wistron”) 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 partners to enhance and complement our unified mobility solutions with security solutions, management tools, connectivity devices, and mobility applications. |
Segment Information
We operate in one industry segment selling fixed and modular mobility controllers, wired and wireless access points, and related software and services.
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. Our chief operating decision maker is our chief executive officer. Our chief executive officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance and evaluates performance based primarily on revenue in the geographic locations in which we operate. Revenue is attributed by geographic location based on the ship-to location of our customers. Our assets are primarily located in the U.S. and not allocated to any specific region. Further information regarding our operating segment is presented in Note 12 of Notes to Consolidated Financial Statements.
Products
Our MOVE architecture unifies wired and wireless LANs into one seamless access solution. This allows traveling business professionals, remote workers, headquarters employees and guests to obtain a secure network connection — no matter where they are, what computing devices they use or how they connect.
To connect users to the network — whether at work, at home, or on the road — we offer a set ofaccess on-rampsthat include wireless, wired, and remote networking products that are centrally controlled in the data center to simplify deployment and management.
We also offer comprehensive mobility network services. Deployed in the data center, these services perform device and user authorization, enforce mobility and security policies, unify network operations, and provide visibility into the RF environment.
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Our product portfolio encompasses:
ArubaOS
ArubaOSis the operating system software for wired, wireless and remote access products in our MOVE architecture. It integrates user-based security, application-aware radio-frequency services, and wireless LAN access to deliver a scalable and 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.
Software Modules for ArubaOS
Software modules extend the base capabilities of ArubaOS. Current software modules include:
| | • | | The Policy Enforcement Firewall (“PEF”)ensures secure network access for wired, wireless and remote users. Access control policies are centrally defined and enforced on a per-user or per-group basis and follow users no matter where they roam. |
| | • | | RFProtectprovides integrated wireless intrusion protection to mitigate Wi-Fi security threats as well as spectrum analysis, which provides visibility into sources of radio frequency interference. |
| | • | | Advanced Cryptography (“ACR”)with U.S. National Security Agency (“NSA”)-approved Suite B cryptography enables secure access to networks that handle sensitive but unclassified, confidential and classified information. |
| | • | | The xSecprotocol uses data encryption and other security methods to safeguard wired and wireless connections. Compliant with Federal Information Processing Standard (“FIPS”) 140-2, xSec protects extremely sensitive information on high-security networks. |
Mobility Controllers
Aruba Mobility Controllers provide context-aware networking across wireless and wired LANs, VPN connections, and remote offices. Running the ArubaOS operating system, Mobility Controllers integrate a wide array of networking and security functions and deliver a seamless user experience regardless of the connection medium.
ClearPass Access Management System
Ideal for BYOD provisioning and onboarding, ClearPass makes it easy for IT-issued and personal mobile devices to securely connect to any network. ClearPass addresses the challenges posed when increasing numbers of consumer devices – Windows, Mac OS X, iOS, Android and Linux – connect to the network and access is required by a broader range of users – employees, visitors, customers and contractors.
Aruba Instant
Aruba Instant, is a controller-less Wi-Fi solution that combines ease-of-use and cost-effectiveness with best-in-class security, resiliency and intelligence. In Aruba Instant mode, a single access point is dynamically elected the master, which automatically distributes the network configuration to other Aruba Instant APs in the WLAN. Our customers simply power-up one Aruba Instant AP, configure it over the air, and plug in the other access points. The entire deployment process is substantially reduced, saving our customers’ time and operational expenses.
AirWave Network Management
AirWave is the only multivendor network management software that manages everything affecting service quality – the RF environment, controllers, wired infrastructure and access points. The intuitive user interface delegates responsibility across IT by providing access to charts, tables, diagnostic information and alerts based on support staff roles.
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Access Points
Aruba’s 802.11n access points deliver up to ten times faster performance compared to legacy agbWi-Fi networks. Spanning a wide range from entry-level to high-performance, Aruba’s AP portfolio offers integrated RF management, intrusion prevention, and support for maximum client density of smartphones and tablets.
Mobility Access Switches
Aruba’s Mobility Access Switches are a new class of product that brings context-based access to wired networks. Designed for wiring closets, the Mobility Access Switches deliver secure access to users, independent of their location, access method, device or application.
Outdoor Mesh Routers
Aruba outdoor mesh routers deliver high-performance networking to outdoor environments where wired connectivity is impractical or unavailable. A multi-radio, multi-frequency design provides unparalleled speed and reliability for transporting voice, video and other real-time applications across long distances.
Remote Networking
We solve a wide range of networking challenges so your remote enterprise workforce can stay connected. From centrally managed branch WLANs that scale to hundreds of remote sites, to autonomous Wi-Fi networks that deploy in minutes, We give traveling business professionals and teleworkers a headquarters-like networking experience.
VPN Clients
The Wi-Fi-aware Virtual Intranet Access (VIA) client provides secure remote network connectivity for Apple iOS, Mac OS X and Windows mobile devices and laptops. From a non-corporate network – such as a home or public Wi-Fi or 3G network – VIA automatically authenticates and launches a VPN-on-demand connection with no complicated logins.
Customers
Our products are sold and supported worldwide to customers in most major industries including general enterprise, higher education, K-12 education, finance, government, healthcare, hospitality, manufacturing, media, retail, high-technology, telecom, transportation, and utilities. Our products are deployed in a wide range of organizations from small organizations to large multinational corporations.
Customers purchase our products directly from us and through our VARs, VADs and OEMs. For a description of our revenue 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 VAR, VAD and OEM partners:
| | • | | 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, sell, and deploy our solutions 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 continue to grow the use of our channel partners in each of our theatres of operations. |
As part of our continuing efforts to improve operating leverage through our channel partners, we are increasingly relying on our VARs, channel managers, and sales support team to manage smaller-sized deals. This improves our sales productivity and enables our direct sales teams to focus more on winning large customers.
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Our marketing activities include lead generation, tele-sales, advertising, website operations, direct marketing, and public relations, as well as participation at technology conferences and trade shows.
Backlog
In our experience, the actual amount of product backlog at any particular time is not a meaningful indication of our future business prospects. We have orders for products that have not been shipped and for services that have not yet been performed for various reasons. Because we allow customers to cancel or change orders with limited advance notice prior to shipment or performance and because many orders remain in backlog due to concerns about the credit worthiness of the partner or customer, we do not consider backlog to be firm and do not believe our backlog information is a reliable indicator of our ability to achieve any particular level of revenue or financial performance.
Customer Service, Support and Training
We offer tiered customer service and support programs that encompass hardware, software, and access to future software upgrades on a when-and-if available basis. In order to better serve our customers, we have multiple support centers available to respond 24x7x365. Service and support for end customers of our VARs, VADs and OEMs are often provided by these channel partners, to whom we provide back-up support.
Our training department conducts basic and advanced courses through an on-line training portal and on-site at customer locations, third-party regional training facilities, and at various Aruba facilities around the world. 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 development efforts are focused in Sunnyvale, California, Bangalore, India and Beijing, China. 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 2012, 2011, and 2010 are disclosed in the Consolidated Statements of Comprehensive Income.
Manufacturing
We outsource the manufacturing of a significant majority of our hardware products to contract manufacturers and original design manufacturers (“ODM”). These manufacturing partners help us optimize our operations by lowering costs and reducing time to market. Our major manufacturing partners are Flextronics, Sercomm, Accton and Wistron. Our manufacturing agreement with Flextronics is automatically renewed each year for successive one-year terms unless we or our manufacturing partner provides at least 90 days’ advance written notice to the other party of an intent not to renew. In addition, the agreement may be terminated by us or our manufacturing partner for any reason upon 180 days’ advance written notice to the other party.
In addition, we utilize a Flextronics facility in Singapore for production of specialized products and fulfillment operations for customer shipments destined for most APAC and EMEA destinations. We also have a second fulfillment center located in Sunnyvale, California that is primarily 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 organizations at all of our manufacturing partners 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, but neither we nor our manufacturing partners have entered into any long-term supply agreements with these suppliers. Instead, we maintain close, direct relationships with these suppliers to ensure 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 architecture pursuant to license agreements with third parties. We have also entered into license agreements with Qualcomm Atheros, Inc. (“Atheros”), Netlogic Microsystems Corporation (“Netlogic”) and Broadcom Corporation (“Broadcom”), each of which is a sole supplier of certain components used by our manufacturing partners, in the production of our products.
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Although the contract manufacturing and ODM 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 any of our manufacturing partners, Atheros, Netlogic, 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 manufacturing partners 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 margin, increased sales and marketing expenses and failure to increase, or the loss of, market share, any of which could 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, revenue and prospects for growth.
Our primary competitors include Cisco, primarily through its Wireless Networking Business Unit, Hewlett-Packard, and Motorola. We also face competition from a number of smaller companies and new market entrants.
Key differentiators from the competition include the following:
| | • | | Field-proven in the world’s largest WLANs, our MOVE architecture seamlessly unifies wired and wireless into one cohesive network access solution, providing context-aware and secure user access to appropriate network services. Adaptive 802.11n with infrastructure-based controls lowers customer costs by simplifying deployments, as well as securely and reliably delivering data, toll-grade voice, and high-definition video applications. |
| | • | | We deliver NSA-developed Suite B military-grade security for access control and data privacy. |
| | • | | Our Virtual Branch Network (“VBN”) solution delivers the security of VPN, the economy of broadband, the simplicity of one-touch installation and the efficiency of centralized management for teleworkers and small branch offices. |
| | • | | The AirWave Wireless Management Suite enhances operations management, reduces complexity and support costs, and extends the life of existing infrastructure through a multi-vendor, user-centric approach. |
| | • | | Our ClearPass solution delivers a complete solution for BYOD environments and access management. |
Aruba Instant broadens our market appeal for Enterprise branch, mid-market business and managed services opportunities.
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 several United States patents, and have a growing pending patent portfolio. We intend to file counterparts for these patents and patent applications in other jurisdictions around the world as appropriate.
Our registered trademarks are Aruba Networks®, Aruba Wireless Networks®, the registered Aruba the Mobile Edge Company logo, Aruba Mobility Management System®, Mobile Edge Architecture®, People Move. Networks Must Follow®, RFProtect®, and Green Island®.
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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.
Environmental Laws
Our products and certain aspects of our operations are regulated under various environmental laws in the U.S., Europe and other parts of the world. These environmental laws are broad in scope and regulate numerous activities including the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites, the content of our products and the recycling and treatment and disposal of our products. Certain of these laws also pertain to tracking and labeling potentially harmful substances that have been incorporated into our products. These product labeling laws require us to know whether certain substances are present in our products, and to what degree. Environmental laws may limit the use of certain substances in our products, or may require us to provide product safety information to our customers if certain substances are present in our products in sufficient quantities. Additionally, we may be required to recycle certain of our products when they become waste. Our products contain modest amounts of gold and tantalum, none of which is sourced from the Democratic Republic of the Congo or adjoining countries. Compliance with environmental laws and regulations across multiple jurisdictions is complex and we regularly review known and pending laws and regulations to ensure we are compliant. In addition, when selecting manufacturing and distribution partners we evaluate their supply chain policies to reasonably ensure they are compliant and then monitor these partners to reasonably ensure they remain in compliance. We did not incur any material capital expenditures for environmental control facilities in fiscal year 2012, and none are planned for fiscal year 2013.
Corporate Information
We were incorporated in Delaware in February 2002. Our principal executive offices are located at 1344 Crossman Ave., Sunnyvale, California 94089-1113, and our telephone number is (408) 227-4500. Our website address iswww.arubanetworks.com
Employees
As of July 31, 2012, we had approximately 1,223 employees worldwide, of which 520 were engaged in sales and marketing, 471 were engaged in research and development, 131 were engaged in general and administrative functions, 66 were engaged in customer services and 35 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 on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available, free of charge, as soon as reasonably practical after they are electronically filed or furnished with the SEC, on our website and can be accessed by clicking on the “Company/Investor Relations” tab. Further, copies of materials filed by us with the SEC may be read and copied 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 at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding our filings atwww.sec.gov.The contents of our website are not incorporated into, or otherwise to be regarded as a part of, this report or any other report we file with or furnish to the SEC.
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Set forth below and elsewhere in this report, and in other documents we file with the SEC, are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this report and in our other public statements. Because of the following factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
Risks Related to Our Business and Industry
Our business, operating results and growth rates may be adversely affected by unfavorable economic and market conditions.
Our business depends on the overall demand for IT and on the economic health and general willingness of our current and prospective customers to make capital commitments. If the conditions in the U.S., European and global economic environments remain uncertain or continue to be volatile, or if they deteriorate further, our business, operating results, and financial condition may be materially adversely affected. Economic weakness, customer financial difficulties and constrained spending on IT initiatives have resulted, and may in the future result, in challenging and delayed sales cycles and could negatively impact our ability to forecast future periods. In particular, 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 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. A reduction in IT spending could occur or persist even if economic conditions improve. 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. Furthermore, any increase in worldwide commodity prices may result in higher component prices and increased shipping costs, both of which may negatively impact our financial results.
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 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 fall below expectations or our guidance.
Our annual and quarterly operating results have fluctuated in the past and may fluctuate significantly in the future, which makes it difficult for us to predict. Our operating results may fluctuate due to a variety of factors, many of which are outside of our control, including the changing and volatile U.S., European and global economic environments, any of which may cause our stock price to fluctuate. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance.
Furthermore, our product revenue generally reflects 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 we expect to 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 shortfalls may materially adversely affect our earnings because we may not be able to adequately and timely adjust our expense levels. For example, in our third quarter of fiscal 2012, we experienced a higher than normal percentage of orders in the third month of the quarter, which put increased pressure on our operations to fulfill orders in a timely manner. If this occurs in future quarters, our revenue performance could be affected, and we may fail to meet securities analysts’ and investors’ expectations, which may cause the price of our stock to decline.
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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 relationships with our VARs, VADs, OEMs and other partners; |
| | • | fluctuations in demand, sales cycles and prices for our products and services; |
| | • | the amount of orders booked but not shipped in prior quarters that are shipped in the current quarter; |
| | • | 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, retail, enterprise and education vertical markets; |
| | • | the timing of product releases or upgrades by us or 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 our contract manufacturers and component suppliers; |
| | • | our contract manufacturers and component suppliers’ ability to meet our product demand forecasts; |
| | • | the potential need to record incremental inventory reserves for products that may become obsolete due to our new product introductions; |
| | • | growth in our headcount and other related costs incurred in our customer support organization; |
| | • | changing market conditions, including current and potential customer consolidation; |
| | • | any decision to increase or decrease operating expenses in response to changes in the marketplace or perceived marketplace opportunities; |
| | • | our ability to derive benefits from our investments in sales, marketing, engineering or other activities; |
| | • | volatility in our stock price, which may lead to higher stock compensation expenses; |
| | • | fluctuations in our effective tax rate, changes in the valuation of our deferred tax assets or liabilities, changes in actual results versus our estimates, or changes in tax laws, regulations, accounting principles, or interpretations thereof; |
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| | • | the timing of revenue recognition in any given quarter as a result of timing of the orders meeting the relevant revenue recognition criteria; |
| | • | our ability to monitor and assess compliance with environmental laws by our contract manufacturer and distribution partners; |
| | • | 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 during fiscal 2010, 2011 and 2012. |
As a result, 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 or below any guidance we may provide to the market. In this event, the trading price of our common stock could decline significantly. Such a stock price decline could occur even when we have met our publicly stated revenue and/or earnings guidance.
We expect our gross margin to vary over time and our recent level of product gross margin may not be sustainable.
Our product gross margin vary from quarter to quarter and the recent level of gross margin may not be sustainable and may be adversely affected in the future by numerous factors, including product or sales channel mix shifts, the percentage of revenue from international regions, increased price competition, increases in material or labor costs, excess product component or obsolescence charges from our contract manufacturers, write-downs for obsolete or excess inventory, increased costs due to changes in component pricing or charges incurred due to component holding periods if our forecasts do not accurately anticipate product demand, warranty-related issues, product discounting, freight charges, or our introduction of new products or new product platforms or entry into new markets with different pricing and cost structures. As a result of any of these factors, or other factors, our gross margin may be adversely affected, which in turn would harm our operating results.
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. We have focused, and intend to focus in the future, on getting our new products to market quickly. Due to our rapid product introductions, defects and bugs that may be contained in our products may not have manifested. Our products have contained and may contain undetected errors, bugs or security vulnerabilities when our products are first introduced and as new versions are released. 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 revenue or delay in revenue recognition, loss of current or prospective customers, damage to our brand and reputation, reduction in the market acceptance of our new products or new versions of our products, increased development costs, incurrence of product reengineering expenses, increased inventory costs 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.
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 and general and administrative functions. This growth has placed and, if it continues, will further 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. We will also need to continue to improve and expand our information technology and financial infrastructure, operating and administrative systems and controls, and continue to manage headcount, capital and processes in an efficient manner. To keep pace with the growth in our business, we will be required to make significant investments in our information technology infrastructure. Further, we will continuously enhance our information technology infrastructure to address any actual or potential deficiencies in our IT systems and related control environment. We recently identified several deficiencies in our IT systems. If we fail to improve our systems and processes in general, and our information technology systems and these deficiencies in particular, to keep pace with our growth, or if our systems and processes fail to operate in the intended manner, we could experience a material weakness in our internal control over financial reporting, or be unable to manage the growth of our business, accurately forecast our revenue, expenses and earnings, or prevent certain losses. Any future growth would add complexity to our organization and require effective coordination within our organization. If we do not effectively manage our growth, our business, operating results and financial condition could be adversely affected.
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If we do not achieve increased tax benefits as a result of our new corporate structure, our financial condition and operating results could be adversely affected.
We implemented a new structure of our corporate organization during the first quarter of fiscal 2012 to more closely align our corporate organization with the international nature of our business activities and to reduce our overall effective tax rate through changes in how we develop and use our intellectual property and the structure of our international procurement and sales, including by entering into transfer-pricing arrangements that establish transfer prices for our intercompany transactions. We anticipate achieving a reduction in our overall effective tax rate in the future as a result. There can be no assurance that the taxing authorities of the jurisdictions in which we operate or to which we are otherwise deemed to have sufficient tax nexus will not challenge the tax benefits that we expect to realize as a result of the new structure. In addition, future changes to U.S. or non-U.S. tax laws, including proposed legislation to reform U.S. taxation of international business activities, would negatively impact the anticipated tax benefits of the new structure. Any benefits to our tax rate will also depend on our ability to operate our business in a manner consistent with the new structure of our corporate organization and applicable taxing provisions, including by eliminating the amount of cash distributed to us by our subsidiaries. If the intended tax treatment is not accepted by the applicable taxing authorities, changes in tax law negatively impact the structure or we do not operate our business consistent with the new structure and applicable tax provisions, we may fail to achieve the financial efficiencies that we anticipate as a result of the new structure, and our future operating results and financial condition may be negatively impacted.
Changes in our tax rates could adversely affect our future results.
We are a U.S. based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Unanticipated changes in our tax rates could affect our future results of operations. Our future effective tax rates, which are difficult to predict, could be unfavorably affected by the mix of international revenue, nondeductible stock-based compensation, changes in research and development tax credit laws, earnings being lower than anticipated in jurisdictions where we have lower statutory rates and being higher than anticipated in jurisdictions where we have higher statutory rates, transfer pricing adjustments, not meeting the terms and conditions of tax holidays or incentives, changes in the valuation of our deferred tax assets and liabilities, changes in actual results versus our estimates, or changes in tax laws, regulations, accounting principles or interpretations thereof. Further, the accounting for stock compensation expense in accordance with Accounting Standards Codification Topic 718Stock Compensationand uncertain tax positions in accordance with Accounting Standards Codification Topic 740Income Taxescould result in more unpredictability and variability to our future effective tax rates.
We are also subject to the periodic examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. We may underestimate the outcome of such examinations which, if significant, would have a material adverse effect on our results of operations and financial condition.
In our recent history we have incurred net losses and we may not sustain profitability in the future.
We have a history of losses, with a few quarters of profitability during fiscal 2012 and 2011. We experienced a net loss of $8.9 million for fiscal 2012, net income of $70.7 million for fiscal 2011, and net loss of $34.0 million for fiscal 2010. As of July 31, 2012 and 2011, our accumulated deficit was $113.8 million and $104.9 million, respectively. Expenses associated with the continued development and expansion of our business, including expenditures to hire additional personnel for sales and marketing and technology development, could limit our ability to sustain operating profits. If we fail to increase revenue or manage our cost structure, we may not sustain profitability in the future. As a result, our business could be harmed, and our stock price could decline.
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 revenue 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 ranges four to nine months in length but can be as long as 18 months. For example, we recently introduced Aruba ClearPass, a new product that is designed to securely provision and onboard iOS, Android, Mac OS X and Windows 7 Mobile devices on any network. Because this is a new product offering, potential customers may require a lengthy evaluation period before they make a purchase decision. We spend substantial time, effort and money in our sales efforts without any assurance that our efforts will produce any sales. Even after making the decision to purchase, customers may deploy our products slowly and deliberately. In addition, product purchases are frequently subject to budget constraints, multiple approvals, and unplanned administrative, processing and other delays. Specifically, we view the federal vertical as highly dependent on large transactions, and therefore we could experience fluctuations from period to period in this vertical. Customers may also defer purchases as a result of anticipated or announced releases of new products or enhancements by our competitors or by us. Product purchases could be delayed by the volatile U.S., European and global economic environments, which have introduced additional risk into our ability to accurately forecast sales in a particular quarter. 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.
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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, revenue, 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; |
| | • | initial price, total cost of ownership, and 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 margin, 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, revenue and prospects for growth.
Competitive products may in the future have better performance, more and/or better features, lower prices and broader acceptance than our products. 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), Hewlett-Packard and Motorola, as well as smaller companies and new market entrants, any of which could reduce our market share, require us to lower our prices, or both.
We expect increased competition from our current competitors, as well as other established and emerging companies, as 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.
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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, are acquired by a competitor, or have financial difficulties, there could be a material adverse effect on our revenue 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. 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 revenue fulfilled from sales through our indirect channel was 92.5%, 93.0% and 92.4% for fiscal 2012, 2011 and 2010, respectively. We expect that over time, indirect channel sales will continue to constitute a significant majority of our total revenue. Accordingly, our revenue depends in large part on the effective performance of our channel partners. The table below represents the percentage of total revenue from our top channel partners (*represents less than 10%):
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
ScanSource, Inc. (“Catalyst”) | | | 21.4 | % | | | 19.4 | % | | | 17.1 | % |
Avnet Logistics U.S. LP | | | 14.1 | % | | | 17.1 | % | | | 16.6 | % |
Alcatel-Lucent | | | * | | | | 13.9 | % | | | 10.4 | % |
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. Our 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. The table below represents the percentage of total accounts receivable from our top channel partners (*represents less than 10%):
| | | | | | | | |
| | | As of July 31, | |
| | | 2012 | | | 2011 | |
ScanSource, Inc. (“Catalyst”) | | | 15.7 | % | | | * | |
Avnet Logistics U.S. LP | | | 19.0 | % | | | 23.8 | % |
Alcatel-Lucent | | | * | | | | 18.4 | % |
If the indirect channel partners on which we rely do not perform their services adequately or efficiently, fail to meet their obligations to us, 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 revenue, 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 margin to the extent revenue from such channel partners increases as a proportion of our overall revenue.
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 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.
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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, either on a timely basis or at all. 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 high quality 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, quality, 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 margin. 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 included 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, prior to the ratification of the 802.11n wireless LAN standard (“11n”) by the IEEE in 2009, we had been developing and were offering for sale products that complied with the draft standard that the IEEE had not yet ratified. Although the IEEE ratified the 11n standard and did not modify the draft of the 11n standard, the IEEE could modify the standard in the future. We remain subject to any changes adopted by various standards bodies, which would require us to modify our products to comply with the new standards, require additional time and expense and could cause a disruption in our ability to market and sell the affected products.
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 the future we may acquire 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. These acquisitions and any future acquisitions may be viewed negatively by customers, financial markets or investors. In addition, these acquisitions and any future acquisitions that we may make could lead to difficulties in integrating personnel and operations from the acquired businesses and in retaining and motivating key personnel from these businesses. We may also encounter difficulties in maintaining uniform standards, controls, procedures and policies across locations, or in managing geographically or culturally diverse locations. We may experience significant problems with acquired or integrated product quality. We may also experience significant liabilities associated with acquired or integrated technology. Acquisitions may disrupt our ongoing operations, divert management from day-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.
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As a result of the fact that we outsource the manufacturing of our products to contract manufacturers, 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 our contract manufacturers, 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 contract manufacturers, 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 the financial or business condition of our contract manufacturers could disrupt our ability to supply quality products to our customers and thereby have a material adverse effect on our business, revenue and financial condition.
We rely on purchase orders or long-term contracts with our contract manufacturers. Some of our contract manufacturers are not obligated to supply products to us for any specific period, in any specific quantity or at any specific price. Our orders with our contract manufacturers represent a relatively small percentage of the overall orders received by them from their customers. As a result, fulfilling our orders may not be considered a priority in the event our contract manufacturers are constrained in their abilities to fulfill all of their customer obligations in a timely manner. We provide demand forecasts to our contract manufacturers. To the extent that any such demand forecast is binding, if we overestimate our requirements, our contract manufacturers may assess charges, or we may have liabilities for excess inventory, each of which could negatively affect our gross margin. 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, our contract manufacturers 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 our contract manufacturers in order for manufacturing to be completed and shipments to be made on a timely basis.
It is time consuming and costly to qualify and implement contract manufacturer relationships. If any of our contract manufacturers suffer an interruption in their business, or experiences delays, disruptions or quality control problems in their 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. In addition, the majority of our manufacturing is performed overseas and is therefore subject to risks associated with doing business in other countries.
Our contract manufacturers purchase 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 additional set-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 limited number of suppliers for several components for our equipment and certain subassemblies and products. We rely on our contract manufacturers 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 our contract manufacturers source and incorporate in our hardware products are currently available only from a limited number of suppliers, with whom neither we nor our contract manufacturers have entered into supply agreements. All of our access points incorporate components from Atheros, and some of our mobility controllers incorporate components from Broadcom Corporation (“Broadcom”) and Netlogic Microsystems Inc. (“Netlogic”). We have entered into license agreements with Atheros, Broadcom and Netlogic, the termination of which could have a material adverse effect on our business. Our license agreements with Atheros, Broadcom and Netlogic 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 our contract manufacturers are unable to obtain these components from Atheros, Broadcom or Netlogic, we would be required to redesign our hardware and software in order to incorporate components from alternative sources. All of our product revenue is dependent upon the sale of products that incorporate components from Atheros, Broadcom or Netlogic.
In addition, increased demand by third parties for the components, subassemblies and products we use in our products may lead to decreased availability and higher prices for those components, subassemblies and products. 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 our contract manufacturers rely on our suppliers to deliver necessary components in a timely manner. We and our contract manufacturers rely on purchase orders rather than long-term contracts with these suppliers. As a result, even if available, we or our contract manufacturers 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.
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Our international sales and operations subject us to additional risks that may adversely affect our operating results.
We derive a significant portion of our revenue from customers outside the United States. We have sales and technical support personnel in numerous countries worldwide. In addition, our product configuration and fulfillment are handled in Singapore and a portion of our engineering and order management efforts are currently handled by personnel located in India and China, and we expect to expand our offshore development efforts within India and China 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 and cost of managing and staffing international offices and the increased travel, infrastructure and legal compliance costs associated with multiple international locations; |
| | • | | the difficulty in enforcing contracts and collecting accounts receivable, and longer payment cycles, especially in emerging markets; |
| | • | | the need to localize our products for international customers; |
| | • | | unfavorable changes in tax treaties or laws; |
| | • | | 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; |
| | • | | increased exposure to political and economic instability, war and terrorism; |
| | • | | limited protection for intellectual property rights in some countries; and |
| | • | | increased cost of terminating international employees in some countries. |
Moreover, local laws and customs in many countries differ significantly from those in the United States. In many foreign countries, particularly in those with developing economies, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or U.S. regulations applicable to us. There can be no assurance that our employees, contractors, and agents will not take actions in violation of our policies and procedures, which are designed to ensure compliance with U.S. and foreign laws and policies. Violations of laws or key control policies by our employees, contractors, or agents could result in financial reporting problems, fines, penalties, or prohibition on the importation or exportation of our products, and could have a material adverse effect on our business, financial condition and results of operations.
Foreign currencies periodically experience rapid fluctuations in value against the U.S. dollar. Any foreign currency devaluation against the U.S. dollar increases the real cost of our products to our customers and partners in foreign markets where we sell in U.S. dollars, which has resulted in the past and may result in the future in delayed or cancelled purchases of our products and, as a result, lower revenue. In addition, this increase in cost increases the risk to us that we will be unable to collect amounts owed to us by such customers or partners, which in turn would impact our revenue and could materially adversely impact our business and financial results. Any devaluation may also lead us to more aggressively discount our prices in foreign markets in order to maintain competitive pricing, which would negatively impact our revenue and gross margin. Conversely, a weakened U.S. dollar could increase the cost of local operating expenses and procurement of raw materials to the extent we purchase components in foreign currencies.
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.
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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 infringement and/or misappropriation of our proprietary rights against third parties. Any such action could result in significant costs and diversion of our 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.
Claims by others that we infringe their intellectual property rights 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. Technology companies frequently enter into litigation based on allegations of patent infringement or other violations of intellectual property rights. In addition, patent holding companies seek to monetize patents they have purchased or otherwise obtained. 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.
Impairment of our goodwill or other assets would negatively affect our results of operations.
Our acquisitions have resulted in total goodwill of $56.9 million and intangible assets of $27.0 million as of July 31, 2012. Goodwill is reviewed for impairment at least annually or sooner under certain circumstances. Other intangible assets that are deemed to have finite useful lives are 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 investors 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, or if we fail to effectively integrate new officers or key personnel into our organization, our business could be harmed.
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. Experienced management and technical, sales, marketing and support personnel in the IT industry are in high demand, and competition for their talents is intense. Additionally, fluctuations or a sustained decrease in the price of our stock could affect our ability to attract and retain such personnel. When our stock price declines, our equity incentive awards may lose retention value, which may negatively affect our ability to attract and retain such personnel. 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.
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Our future performance will depend in part on our ability to successfully integrate any new executive officers or key personnel into our management team and develop an effective working relationship among senior management. Our Chief Operating Officer recently departed and, as a result, we need to transition his responsibilities to other areas of the organization. Similarly, when key personnel depart the company, we have needed to transition their responsibilities to both current and new employees within the organization. If we fail to transition these responsibilities effectively, or if we fail to integrate any executive officer or key personnel whom we may hire in the future, and create effective working relationships among them and other members of management, our business operating results and financial condition could be adversely affected.
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, our customers 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 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. We could also be subject to similar conditions or restrictions should there be any changes in the licensing terms of the open source software incorporated into our products. In either 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.
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 digital subscriber line (“DSL”) and dial-up. Our failure to provide such additional functionality could adversely affect our business, operating results and financial condition.
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New regulations or changes in existing 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.
Our products are subject to governmental regulations in a variety of jurisdictions. 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 results of operations. For example, 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, and chemical substances and use 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 environmental and/or worker health and safety laws.
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 increase the cost of building and selling our products, 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. Any decreased use of our products or limitation on our ability to export or sell our products would harm our business, operating results and financial condition.
We incur significant costs as a result of operating as a public company, and our management devotes substantial time to compliance initiatives.
We incur significant legal, accounting and other expenses as a public company, including costs resulting from regulations regarding corporate governance practices and costs relating to compliance with the Sarbanes-Oxley Act. For example, the listing requirements of the Nasdaq Stock Market’s Global Select Market require that we satisfy certain corporate governance requirements relating to independent directors, audit committees, distribution of annual and interim reports, stockholder meetings, stockholder approvals, solicitation of proxies, conflicts of interest, stockholder voting rights and codes of conduct. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act contains various provisions applicable to the corporate governance functions of public companies. 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, these rules and regulations could 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.
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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 major contract manufacturers are located, could have a material adverse impact on our business, operating results and financial condition. In addition, our support operations are all located in a single location in India. A natural catastrophe in this location can bring down our support operation. Our servers are vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems. In addition, natural disasters, acts of terrorism or war could cause disruptions in our or our customers’ businesses or the economy as a whole. We also rely on information technology systems to communicate among our workforce and with third parties. Any disruption to our communications, whether caused by a natural disaster or by manmade problems, such as power disruptions, could adversely affect our business. To the extent that any 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; |
| | • | the gain or loss of significant customers; |
| | • | recruitment or departure of key personnel; |
| | • | the impact of unfavorable worldwide economic and market conditions; |
| | • | variations between our actual financial results and the published expectations of analysts; |
| | • | developments or disputes concerning our intellectual property or other proprietary rights; |
| | • | commencement of, or our involvement in, litigation; |
| | • | announcements by or about us regarding events or news adverse to our business; |
| | • | the loss or bankruptcy of any of our major customers, distribution partners or suppliers; |
| | • | variations in the operating results of other publicly traded corporations deemed by investors to be in our peer group; |
| | • | an announced acquisition of or by a competitor, or an announced acquisition of or by us; |
| | • | rumors and market speculation involving us or other companies in our industry; |
| | • | providing estimates of our future operating results, or changes in these estimates, either by us or by any securities analysts who follow our common stock, 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; |
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| | • | adoption or modification of regulations, policies, procedures or programs applicable to our business; and |
| | • | other events or factors, including those resulting from war, incidents of terrorism or responses to these events. |
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. All of these factors could cause the market price of our common stock to decline, and investors may lose some or all of the value of their investment.
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.
We may choose to raise additional capital. Such capital may not be available, or may be available on unfavorable terms, which may dilute the ownership of our common stock.
If we choose to raise additional funds through public or private debt or equity financings, 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. In addition, capital raised through debt financing may require us to make periodic interest payments and may impose potentially restrictive covenants on the conduct of our business.
Provisions in our charter documents, Delaware law, employment arrangements with certain of our executives, 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 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. |
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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 executives may be entitled to accelerated vesting of their stock options pursuant to the terms of their employment arrangements upon a change of control of our company. In addition to the arrangements currently in place with some of our executives, we may enter into similar arrangements in the future with other executives. Such arrangements could delay or discourage a potential acquisition of our company.
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 are required to evaluate our internal control over financial reporting under the Sarbanes-Oxley Act of 2002 and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.
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 this report that our internal control over financial reporting was effective as of July 31, 2012, we were not able to complete our assessment of the review, analysis and testing of the design and operating effectiveness of our internal control over financial reporting on a timely basis as a result of several deficiencies identified in our IT systems, which we are currently in the process of remediating. We must continue to monitor, enhance 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.
As of July 31, 2012, we leased approximately 400,000 square feet of space in our domestic and international locations. Approximately 70% of our leased properties are located in the United States. These domestic locations are primarily located in Sunnyvale California, which is where our corporate headquarters and warehouse facilities are located. Our international locations, which comprise approximately 30% of all our properties, are mainly located in India and China. Our international properties are primarily used for customer service centers, sales offices and research and development facilities. A significant portion of our office leases will expire in fiscal 2016. 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 and we intend to add new facilities or expand existing facilities as necessary.
From time to time, we are involved in claims and legal proceedings that arise in the ordinary course of business. We expect that the number and significance of these matters will increase as our business expands. 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 which, if required, may not be available on terms favorable to us or at all. If management believes that a loss arising from these matters is probable and can be reasonably estimated, we record the amount of the loss. As additional information becomes available, any potential liability related to these matters is assessed and the estimates revised. Based on currently available information, management does not believe that the ultimate outcomes of these unresolved matters, individually and in the aggregate, are likely to have a material adverse effect on our financial position, liquidity or results of operations. However, litigation is subject to inherent uncertainties, and our view of these matters may change in the future. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on our financial position and results of operations or liquidity for the period in which the unfavorable outcome occurs or becomes probable, and potentially in future periods.
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| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
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PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES |
Market Information for Our Common Stock
Our common stock is traded on the Nasdaq Global Select Market under the symbol “ARUN”. The following table sets forth, for the periods indicated, the high and low sales prices for our common stock as reported on the Nasdaq Global Select Market.
| | | | | | | | |
| | | High | | | Low | |
Fiscal 2011 | | | | | | | | |
First Quarter | | $ | 22.80 | | | $ | 16.00 | |
Second Quarter | | $ | 26.00 | | | $ | 20.37 | |
Third Quarter | | $ | 36.29 | | | $ | 23.60 | |
Fourth Quarter | | $ | 36.40 | | | $ | 21.83 | |
| | |
Fiscal 2012 | | | | | | | | |
First Quarter | | $ | 25.55 | | | $ | 16.20 | |
Second Quarter | | $ | 25.10 | | | $ | 17.20 | |
Third Quarter | | $ | 25.00 | | | $ | 19.20 | |
Fourth Quarter | | $ | 21.05 | | | $ | 12.36 | |
Holders
As of October 4, 2012, there were approximately 277 holders of record of our common stock. Because many of our shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Stock Performance Graph
The following graph compares, for the period between July 31, 2007 and July 31, 2012, 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 July 31, 2007 in our common stock, the Nasdaq Composite Index and the Nasdaq 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.
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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
On June 13, 2012, we announced a stock repurchase program for up to $100.0 million worth of our common stock. We are authorized to make repurchases in the market until June 6, 2014, and any such repurchases will be funded from available working capital. The number of share repurchases and the timing of repurchases is based on the price of our common stock, general business and market conditions, and other investment considerations. Shares are retired upon repurchase. Our policy related to repurchases of our common stock is to charge any excess of cost over par value entirely to additional paid-in capital. As of July 31, 2012, we repurchased a total of 1,408,504 shares for a total purchase price of $19.9 million, with $80.1 million remaining authorized under the stock repurchase program.
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Common stock repurchase activity under our repurchased program in fiscal 2012 was as follows (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | |
| | | Total Number of
Shares Purchased | | | Average Price
Per Share | | | Total Number of
Shares Purchased As Part
of Publicly Announced Plan | | | Maximum Approximate
Dollar Value of Shares
That May Yet Be Purchased
Under the Program | |
| | | | | | (in thousands) | |
Period | | | | | | | | | | | | | | | | |
May 1, 2012 - May 31, 2012 | | | — | | | $ | — | | | | — | | | $ | — | |
June 1, 2012 - June 30, 2012 | | | 276,159 | | | | 14.46 | | | | 276,159 | | | $ | 96,007 | |
July 1, 2012 - July 31, 2012 | | | 1,132,345 | | | | 14.03 | | | | 1,132,345 | | | $ | 80,115 | |
| | | | | | | | | | | | | | | | |
Total | | | 1,408,504 | | | $ | 14.10 | | | | 1,408,504 | | | | | |
| | | | | | | | | | | | | | | | |
| 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 this report. 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 this report. The consolidated statement of operations data for the years ended July 31, 2009 and 2008, and the consolidated balance sheet data as of July 31, 2010, 2009, and 2008 are derived from audited consolidated financial statements, which are not included in this report.
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| | | | | | | | | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | | | 2009 | | | 2008 | |
| | | (in thousands, except per share data) | |
Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | |
Revenue: | | | | | | | | | | | | | | | | | | | | |
Product | | $ | 434,733 | | | $ | 334,860 | | | $ | 221,474 | | | $ | 161,927 | | | $ | 148,550 | |
Professional services and support | | | 81,185 | | | | 61,063 | | | | 44,323 | | | | 35,946 | | | | 26,244 | |
Ratable product and related professional services and support | | | 851 | | | | 591 | | | | 737 | | | | 1,386 | | | | 3,466 | |
| | | | | | | | | | | | | | | | | | | | |
Total revenue | | | 516,769 | | | | 396,514 | | | | 266,534 | | | | 199,259 | | | | 178,260 | |
Cost of revenue (1): | | | | | | | | | | | | | | | | | | | | |
Product | | | 130,446 | | | | 107,820 | | | | 77,070 | | | | 59,917 | | | | 48,126 | |
Professional services and support | | | 20,938 | | | | 14,873 | | | | 8,775 | | | | 7,437 | | | | 7,761 | |
Ratable product and related professional services and support | | | 54 | | | | 10 | | | | 229 | | | | 483 | | | | 1,228 | |
| | | | | | | | | | | | | | | | | | | | |
Total cost of revenue | | | 151,438 | | | | 122,703 | | | | 86,074 | | | | 67,837 | | | | 57,115 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 365,331 | | | | 273,811 | | | | 180,460 | | | | 131,422 | | | | 121,145 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Research and development (1) | | | 109,448 | | | | 84,890 | | | | 51,619 | | | | 40,293 | | | | 37,393 | |
Sales and marketing (1) | | | 198,373 | | | | 154,239 | | | | 109,393 | | | | 90,241 | | | | 86,008 | |
General and administrative (1) | | | 46,775 | | | | 39,431 | | | | 30,953 | | | | 23,198 | | | | 17,740 | |
Acquisition related severance expense | | | — | | | | — | | | | — | | | | — | | | | 197 | |
Restructuring expenses | | | — | | | | — | | | | — | | | | 1,447 | | | | — | |
Litigation reserves | | | — | | | | — | | | | 21,900 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 354,596 | | | | 278,560 | | | | 213,865 | | | | 155,179 | | | | 141,338 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | 10,735 | | | | (4,749 | ) | | | (33,405 | ) | | | (23,757 | ) | | | (20,193 | ) |
| | | | | |
Other income, net | | | 2,825 | | | | 3,802 | | | | 135 | | | | 1,132 | | | | 4,036 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before provision for (benefit from) income taxes | | | 13,560 | | | | (947 | ) | | | (33,270 | ) | | | (22,625 | ) | | | (16,157 | ) |
| | | | | |
Provision for (benefit from) income taxes | | | 22,411 | | | | (71,635 | ) | | | 728 | | | | 788 | | | | 967 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (8,851 | ) | | $ | 70,688 | | | $ | (33,998 | ) | | $ | (23,413 | ) | | $ | (17,124 | ) |
| | | | | | | | | | | | | | | | | | | | |
Shares used in computing net income (loss) per common - basic | | | 108,774 | | | | 100,299 | | | | 89,978 | | | | 84,612 | | | | 79,467 | |
| | | | | |
Net income (loss) per common share - basic | | $ | (0.08 | ) | | $ | 0.70 | | | $ | (0.38 | ) | | $ | (0.28 | ) | | $ | (0.22 | ) |
| | | | | |
Shares used in computing net income (loss) per common - diluted | | | 108,774 | | | | 117,117 | | | | 89,978 | | | | 84,612 | | | | 79,467 | |
| | | | | |
Net income (loss) per common share - diluted | | $ | (0.08 | ) | | $ | 0.60 | | | $ | (0.38 | ) | | $ | (0.28 | ) | | $ | (0.22 | ) |
| (1) | Includes stock-based compensation as follows: |
| | | | | | | | | | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | | | 2009 | | | 2008 | |
| | | (in thousands) | |
Cost of revenue | | $ | 5,318 | | | $ | 3,464 | | | $ | 1,397 | | | $ | 1,018 | | | $ | 704 | |
Research and development | | $ | 31,203 | | | $ | 23,026 | | | $ | 10,716 | | | $ | 7,577 | | | $ | 6,200 | |
Sales and marketing | | $ | 34,653 | | | $ | 24,399 | | | $ | 14,205 | | | $ | 10,520 | | | $ | 8,953 | |
General and administrative | | $ | 12,738 | | | $ | 12,862 | | | $ | 9,763 | | | $ | 5,464 | | | $ | 3,421 | |
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| | | | | | | | | | | | | | | | | | | | |
| | | As of July 31, | |
| | | 2012 | | | 2011 | | | 2010 | | | 2009 | | | 2008 | |
| | | (in thousands) | |
Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 133,629 | | | $ | 80,773 | | | $ | 31,254 | | | $ | 41,298 | | | $ | 37,602 | |
Short-term investments | | $ | 212,601 | | | $ | 153,185 | | | $ | 124,167 | | | $ | 81,839 | | | $ | 64,130 | |
Working capital | | $ | 355,930 | | | $ | 269,900 | | | $ | 133,927 | | | $ | 115,639 | | | $ | 103,097 | |
Total assets | | $ | 648,896 | | | $ | 488,056 | | | $ | 250,707 | | | $ | 203,054 | | | $ | 188,801 | |
Common stock and additional paid-in-capital | | $ | 582,088 | | | $ | 450,157 | | | $ | 326,187 | | | $ | 279,035 | | | $ | 249,139 | |
Total stockholders' equity | | $ | 466,890 | | | $ | 345,342 | | | $ | 150,655 | | | $ | 137,585 | | | $ | 130,875 | |
| 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
Aruba Networks is the leading provider of next-generation network access solutions for mobile enterprise networks. The MOVE architecture unifies wired and wireless infrastructures into one seamless network access solution – for traveling business professionals, remote workers, corporate headquarters employees and guests. With the Aruba MOVE architecture, access privileges are linked to a user’s identity. That means an enterprise workforce has consistent, secure access to network resources based on who they are – no matter where they are, what devices they are using or how they are connected.
It’s a unique approach that’s driven by mobility and the proliferation of Wi-Fi-enabled mobile devices. These devices – which have no Ethernet port – are connecting to enterprise networks in unprecedented numbers and will quickly surpass desktop connections. Aruba meets this challenge by eliminating the cost and complexity of managing separate wired and wireless access policies. In fact, with Aruba, our customers need fewer ports and consequently less equipment in the wiring closet – effectively rightsizing our customers’ access infrastructure.
Aruba’s MOVE architecture provides context-aware networking for the post-PC era. Mobility network services are delivered centrally from the data center across thin network access devices or on-ramps. At the heart of Aruba MOVE, a single set of mobility network services manages security, policy and network performance for every user and device on the network, regardless of location or how they connect. This mobility- and user-centric approach makes it possible to re-architect the access network to simultaneously provide workforce mobility and reduce costs. To connect users into the network, whether at work, home, or on the road, Aruba access on-ramps include wireless, wired, and VPN products. Device configuration, security policies, and reporting are all done centrally in the data center effectively making installation a zero-touch experience.
A key new addition to our MOVE architecture is our ClearPass Access Management System. Ideal for BYOD provisioning and onboarding, ClearPass makes it easy for IT-issued and personal mobile devices to securely connect to any network. By centralizing access policies across the entire network, ClearPass automates differentiated user and device access, policy management and the provisioning of devices for secure network access and posture assessment. This ensures that each user has the right access privileges based on who they are and what device they are using. ClearPass is essential when increasing numbers of consumer devices – Windows, Mac OS X, iOS, Android and Linux – connect to the network and access is required by a broader range of users – employees, visitors, customers and contractors.
Another key addition is Aruba Instant, a controller-less Wi-Fi solution that combines ease-of-use and cost-effectiveness with best-in-class security, resiliency and intelligence. In Aruba Instant mode, a single access point is dynamically elected the master, which automatically distributes the network configuration to other Aruba Instant APs in the WLAN. Our customers simply power-up one Aruba Instant AP, configure it over the air, and plug in the other access points. The entire deployment process is substantially reduced, saving our customers’ time and operational expenses.
Our products have been sold to over 20,000 customers worldwide, including some of the largest and most complex global organizations. We have implemented a two-tier distribution model in most areas of the world, including the United States, with value added distributors (“VADs”) and original equipment manufacturers (“OEM’s”) 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.
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Major Trends Affecting Our Financial Results
Worldwide Economic Conditions
Our business depends on the overall demand for IT and on the economic health and general willingness of our current and prospective customers to make capital commitments. If the conditions in the U.S., European and global economic environments remain uncertain or continue to be volatile, or if they deteriorate further, our business, operating results, and financial condition may be materially adversely affected. Economic weakness, customer financial difficulties and constrained spending on IT initiatives have resulted, and may in the future result, in challenging and delayed sales cycles and could negatively impact our ability to forecast future periods. In particular, 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.
Revenue
Our ability to increase our product revenue 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, in particular, wireless LANs that utilize our 802.11n solution, and our ability to continue to sell into our installed base of existing customers. Our growth in support revenue 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 also be directly affected by the timing and size of orders, product and channel mix, average selling prices, costs of our products, our ability to effectively implement and generate incremental business from our two-tier distribution model, general economic conditions, and the extent to which we invest in our sales and marketing, research and development, and general and administrative resources.
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 our revenue growth rate slowed over the last fiscal year, we believe that our product offerings, in particular our products that incorporate ClearPass, MOVE and Aruba Instant technologies, will enable broader networking initiatives by both our current and potential customers in the future. 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 product deferred revenue is comprised of:
| | • | | product orders that have shipped but where the terms of the agreement, typically with our large customers, contain acceptance terms and conditions or other terms that require that the revenue be deferred until all revenue recognition criteria are met; and |
| | • | | product orders shipped to our VADs and OEMs for which we have not yet received persuasive evidence from the VADs or OEMs of a sale to an end customer. |
We typically ship products within a reasonable time period after the receipt of an order.
Costs and 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. Personnel-related costs are the most significant component of each of these categories. As of July 31, 2012, we had 1,223 employees worldwide compared to 1,057 employees at July 31, 2011. The increase in employees is the most significant driver behind the increase in costs and operating expenses in fiscal 2012. Going forward, we expect to continue to hire employees throughout the company.
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Significant Events
Our financial results during the year ended July 31, 2012 were affected by certain significant events that should be considered in comparing the periods presented.
Business Combinations
On November 30, 2011, we completed our acquisition of Avenda Systems (“Avenda”), a leading developer of network security solutions. The purchase price was $35.5 million, which is comprised of $23.5 million of cash and $12.0 million of common stock. As part of the acquisition agreement, we agreed to incremental cash payments of up to approximately $6.0 million to Avenda’s former employees who became our employees, which will be made over a period of up to two years from the closing date, subject to certain continued employment restrictions. Approximately $3.0 million of the incremental payments were paid immediately after the acquisition date and were included in the purchase price allocation. The remaining balance of approximately $3.0 million was excluded from the purchase price allocation and will be recorded as compensation expense over the service period. The acquisition resulted in additional goodwill of $23.6 million.
On May 23, 2012, we acquired a wireless technology company. The total purchase price was approximately $1.4 million in cash, $0.3 million of which was placed in escrow to secure our indemnification rights under the purchase agreement. The acquisition resulted in additional goodwill of $0.2 million. In addition, we agreed to an incremental cash payment and stock awards totaling approximately $4.0 million, subject to certain vesting conditions and continued employment restrictions. The incremental cash payment and stock awards will be recorded as compensation expense over the service period.
Stock Repurchase
On June 13, 2012, we announced a stock repurchase program for up to $100.0 million worth of our common stock. We are authorized to make repurchases in the open market until June 6, 2014, and any such repurchases will be funded from available working capital. The number of share repurchases and the timing of repurchases are based on the price of our common stock, general business and market conditions, and other investment considerations Shares are retired upon repurchase. Our policy related to repurchases of our common stock is to charge any excess of cost over par value entirely to additional paid-in capital. As of July 31, 2012, we repurchased a total of 1,408,504 shares for a total purchase price of $19.9 million, with $80.1 million remaining authorized under the stock repurchase program.
Revenue, Cost of Revenue and Operating Expenses
Revenue
We derive our revenue from sales of our ArubaOS operating system, controllers, wired and wireless access points, switches, application software modules, multi-vendor management solution software, and professional services and support. Professional services revenue consists 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 services 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 revenue from indirect channels to continue to constitute a significant majority of our future revenue.
We sell our products to channel partners and end customers located in the Americas, Europe, the Middle East, Africa and Asia Pacific. We continue to expand into international locations and introduce our products in new markets, and we expect international revenue to increase in absolute dollars and remain consistent or increase as a percentage of total revenue in fiscal 2013 compared to fiscal 2012. For more information about our international revenue, see Note 12 of the Notes to Consolidated Financial Statements.
Cost of Revenue
Cost of product revenue 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 revenue consists of payments to our contract manufacturers. Our contractor manufacturers produce 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, Bangalore, India and Beijing, China. Cost of product revenue also includes amortization expense from our purchased intangible assets.
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Cost of professional services and support revenue is primarily comprised of personnel costs, including stock-based compensation, of providing technical support, including personnel costs associated with our internal support organization. In addition, we engage a third-party support vendor to complement our internal support resources, the costs of which are included within costs of professional services and support revenue.
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; |
| | • | product mix and average selling prices; |
| | • | new product introductions, such as our MOVE architecture, our ClearPass solutions, and product enhancements made by us as well as those made by our competitors; |
| | • | pressure to discount our products in response to our competitor’s discounting practices; |
| | • | mix of revenue attributed to our international regions; |
| | • | demand for our products and services; |
| | • | our ability to attain volume manufacturing pricing from our contract manufacturers 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; |
| | • | costs associated with manufacturing overhead; |
| | • | our ability to manage freight costs; and |
| | • | amortization expense from our purchased intangible assets. |
Due to higher net effective discounts for products sold through our indirect channel, our overall gross margin for indirect channel sales are typically lower than those associated with direct sales. We expect product revenue from our indirect channel to continue to constitute a significant majority of our total revenue, which, by itself, negatively impacts our gross margin. Further, we expect that within our indirect channel, sales through our VADs and OEMs will continue to be significant, which will negatively impact our gross margin as VADs and OEMs generally experience a larger net effective discount than our other channel partners.
Research and Development Expenses
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 maintaining our competitive position. For fiscal 2013, we expect research and development expenses to increase on an absolute dollar basis and as a percentage of revenue compared to fiscal 2012.
Sales and Marketing Expenses
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. Amortization expense related to our purchased intangible assets is also included in sales and marketing expenses. 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 revenue. As a result, these expenses will reduce our operating margin 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 2013, we expect sales and marketing expenses to increase on an absolute dollar basis and as a percentage of revenue compared to fiscal 2012.
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General and Administrative Expenses
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 enterprise resource planning (“ERP”) system. Further, our general and administrative expenses include professional services consisting of outside legal, audit, Sarbanes-Oxley and IT consulting costs. We have incurred in the past, and may continue to incur, significant legal costs defending ourselves against claims made by third parties. These expenses are expected to continue as part of our ongoing operations and depending on the timing and outcome of lawsuits and the legal process, could have a significant impact on our financial statements. For fiscal 2013, we expect general and administrative expenses to remain constant or increase in absolute dollars and decrease as a percentage of revenue compared to fiscal 2012, however fluctuations in professional services can cause an increase in any particular quarter.
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, losses or gains on foreign exchange rate changes, and in connection with our acquisition of Azalea in September 2010, changes in the fair value of our contingent rights liability.
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 revenue 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, share-based compensation, inventory valuation, allowance for doubtful accounts, impairment of goodwill and intangible assets, and accounting for income taxes.
Revenue Recognition
Total revenue is derived primarily from the sale of products and services, including professional services and support. The following revenue recognition policies define the manner in which we account for our sales transactions.
We recognized revenue when all of the following have occurred: (1) we have entered into a legally binding arrangement with a customer; (2) delivery has occurred or the title and risk of loss has passed; (3) customer payment is deemed fixed or determinable and free of contingencies and significant uncertainties; and (4) collection is reasonably assured.
Our fees are typically considered to be fixed or determinable at the inception of an arrangement, generally based on specific products and quantities to be delivered. Substantially all of our contracts do not include rights of return or acceptance provisions. To the extent that our agreements contain such terms, we recognize revenue once the customer has accepted, or once the acceptance provisions or right of return lapses. Payment terms to customers generally range from net 30 to 60 days. In the event payment terms are provided that differs from our standard business practices, the fees are deemed to not be fixed or determinable and revenue is recognized when the payments are received, provided the remaining criteria for revenue recognition have been met.
We assess the ability to collect from our customers based on a number of factors, including credit worthiness of the customer and past transaction history of the customer. If the customer is not deemed credit worthy, we defer revenue from the arrangement until payment is received and all other revenue recognition criteria have been met. We record estimated sales returns as a reduction to revenue upon shipment based on its 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.
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Effective beginning of fiscal 2011, we adopted Accounting Standards Update (“ASU”) No. 2009-13, “Multiple Deliverable Revenue Arrangements” (“ASU 2009-13”). Our current revenue recognition policies, which were applied in fiscal 2012 and fiscal 2011, provide that, when a sales arrangement contains multiple elements, such as hardware and software products, licenses and/or services, we allocate revenue to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor specific objective evidence (“VSOE”) of selling price if available, third party evidence (“TPE”) of selling price, if VSOE is not available, or best estimated selling price (“BESP”) if neither VSOE nor TPE is available. In multiple element arrangements where non-essential software deliverables are included, revenue for these multiple-element arrangements is allocated to the software deliverable and the non-software deliverables based on the relative selling prices of all of the deliverables in the arrangement using the hierarchy in the applicable accounting guidance. We limit the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services, future performance obligations or subject to customer-specified return or refund privileges.
We establish VSOE of selling price using the price charged for a deliverable based upon the normal pricing and discounting practices when sold separately. VSOE for support services is measured by the stand-alone renewal rate offered to the customer. In determining VSOE, we require that a substantial majority of the selling prices for an element falls within a reasonably narrow pricing range, generally evidenced by a substantial majority of such historical stand-alone transactions falling within a reasonably narrow range of the median rates. In addition, we consider major service groups, geographies, customer classifications, and other variables in determining VSOE.
TPE of selling price is established by evaluating largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers. We typically are not able to determine TPE for our products or services. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis.
When we are unable to establish the selling price of our non-software elements using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. We determine BESP for a product or service by considering multiple factors including, but not limited to, cost of products, gross margin objectives, pricing practices, geographies, customer classes and distribution channels.
We regularly review estimated selling price of the product offerings and maintains internal controls over the establishment and updates of these estimates. There was not a material impact to revenue recognized during the third quarter or first nine months of fiscal 2011, nor do we currently expect a material impact in the near term from changes in estimated selling prices, including VSOE of selling price.
For fiscal 2010, pursuant to the previous guidance for revenue arrangements with multiple deliverables prior to the adoption of ASU 2009-13, for a sales arrangement with multiple elements, we allocated revenue to each element based on its relative fair value, for software, based on VSOE of fair value. In the absence of fair value for a delivered element, we first allocated revenue to the fair value of the undelivered elements and the residual revenue to the delivered elements. Where the fair value for an undelivered element could not be determined, we deferred revenue for the delivered elements until the undelivered elements were delivered or the fair value was determinable for the remaining undelivered elements. If the revenue for a delivered item was not recognized because it was not separable from the undelivered item, then we also deferred the cost of the delivered item. We limited the amount of revenue recognition for delivered elements to the amount that was not contingent on the future delivery of products or services, future performance obligations or subject to customer-specified return or refund privileges.
Products
Product revenue consists of revenue from sales of our hardware appliances and perpetual software licenses. The majority of our products are hardware appliances containing software components that function together to provide the essential functionality of the product. Therefore, our hardware appliances are considered non-software elements and are not subject to the industry-specific software revenue recognition guidance. For these appliances, delivery occurs upon transfer of title and risk of loss, which is generally upon shipment. It is our practice to ensure an end-user has been identified by the channel partner prior to shipment to a channel partner. For end-users and channel partners, we generally had no significant obligations for future performance such as rights of return or pricing credits.
For sales to direct end-users and certain channel partners, including value-added resellers (“VARs”), and original equipment manufacturers (“OEMs”), we recognize product revenue upon delivery, assuming all other revenue recognition criteria are met. We also sell through value-added distributors (“VADs”). A significant portion of our sales are made through VADs under agreements allowing for stocking of our products in their inventory, pricing credits and limited rights of return for stock rotation. Product revenue on sales made through these VADs is initially deferred and revenue is recognized upon sell-through as reported by the VADs to us. The amount of inventory held by VADs pending a sale to an end customer was $4.8 million and $2.0 million as of July 31, 2012 and 2011.
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Our product revenue also includes revenue from the sale of stand-alone software products. Stand-alone software products may operate on our hardware appliance but are not considered essential to the functionality of the hardware. Sales of stand-alone software generally include a perpetual license to our software. For sales of stand-alone software, we recognize revenue based on software revenue recognition guidance. Under the software revenue recognition guidance, we use the residual method to recognize revenue when a product agreement includes one or more elements to be delivered at a future date and VSOE of the fair value of all undelivered elements exists. In the majority of our contracts, the only element that remains undelivered at the time of delivery of the product is support services. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the contract fee is recognized as product revenue. If evidence of the fair value of one or more undelivered elements does not exist, all revenue is generally deferred and recognized when delivery of those elements occurs or when fair value can be established. When only the undelivered element for which we do not have VSOE of fair value is support, revenue for the entire arrangement is bundled and recognized ratably over the support period.
Services
Service revenue consists of revenue from support agreements, professional services, and training. Support services include repair and replacement of defective hardware appliances, software updates and access to technical support personnel. Software updates provide customers with rights to unspecified software product upgrades and to maintenance releases and patches released during the term of the support period. Revenue for support services is recognized on a straight-line basis over the service contract term, which is typically one to five years. Revenue for professional services is recognized upon delivery or completion of performance. Professional service arrangements are typically short-term in nature and are largely completed within 90 days from the start of service. Revenue for training services is recognized upon delivery of the training. Costs associated with these service offerings are expensed as incurred.
Post-contractual services (“PCS”) 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 to the end customer first level troubleshooting assistance as well as second level support for high-level technical and product diagnosis which might include returned merchandise fulfillment. Our obligations are only to provide software upgrades and, in the unusual scenario in which the channel partner is unable to provide the technical support that the end customer requires, a third level technical diagnosis and support.
Ratable product and related professional services and support
Certain revenue arrangements prior to the second quarter of fiscal 2006 and those acquired through business combinations where we were not able to establish VSOE on prior services and support offerings are recognized ratably over the support period.
Shipping and Handling
Shipping charges billed to customers are included in product revenue and the related shipping costs are included in cost of product revenue.
Stock-Based Compensation
We measure and recognize compensation expense for all share-based payment awards made to employees and non-employees under the fair value method. Our share-based payment awards include stock options, restricted stock units and awards, employee stock purchase plan awards and performance-based 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 behavior, 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.
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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 a first-in, first-out basis. We record inventory 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 revenue 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 $4.1 million, $2.6 million, and $2.9 million for fiscal years 2012, 2011, and 2010, respectively.
Allowances for Doubtful Accounts
We record a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability 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 $0.3 million at July 31, 2012 and 2011.
Impairment of Goodwill and Intangible Assets
We 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 our 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. As of the date of the assessment, our market capitalization was substantially in excess of our carrying value. As a result, 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 one to seven years. Amortization expense is recorded in the Consolidated Statements of Comprehensive Income in cost of revenue and sales and marketing expenses. 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.
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Income Taxes
We use the asset and liability method of 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.
As a result of our increasing profitability in fiscal 2011, expectations for continued profits going forward, and expected material taxable income generated from intercompany payments resulting from our offshore tax restructuring implemented during fiscal year 2012, we determined that it is more likely than not that future profitability will be sufficient to realize deferred income tax assets. In accordance with ASC 740 and related literature, we released a majority of our valuation allowances against our deferred income tax assets during the fourth quarter of fiscal 2011. We continue to maintain $0.1 million valuation allowance against a portion of our foreign net operating loss deferred tax assets. Net income for fiscal 2011 includes a discrete tax benefit of $72.8 million which was largely attributed to the release of our valuation allowances and the recording of the associated net deferred tax assets on our balance sheet. We continue to believe it is more likely than not that future profitability will be sufficient to realize our deferred tax assets.
Income tax contingencies are accounted for 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. As of July 31, 2012 and 2011, we had $12.1 million and $10.9 million, respectively, of unrecognized tax benefits, which if recognized would affect our income tax expense.
Recent Accounting Pronouncements
See Note 1 of Notes to Consolidated Financial Statements for recent accounting pronouncements that could have an effect on us.
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Results of Operations
The following table presents our historical operating results as a percentage of revenue for the periods indicated:
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Revenue: | | | | | | | | | | | | |
Product | | | 84.1 | % | | | 84.5 | % | | | 83.1 | % |
Professional services and support | | | 15.7 | % | | | 15.4 | % | | | 16.6 | % |
Ratable product and related professional services and support | | | 0.2 | % | | | 0.1 | % | | | 0.3 | % |
| | | | | | | | | | | | |
Total revenue | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
| | | |
Cost of revenue: | | | | | | | | | | | | |
Product | | | 25.2 | % | | | 27.2 | % | | | 28.9 | % |
Professional services and support | | | 4.1 | % | | | 3.7 | % | | | 3.3 | % |
Ratable product and related professional services and support | | | 0.0 | % | | | 0.0 | % | | | 0.1 | % |
| | | | | | | | | | | | |
Gross margin | | | 70.7 | % | | | 69.1 | % | | | 67.7 | % |
| | | |
Operating expenses: | | | | | | | | | | | | |
Research and development | | | 21.2 | % | | | 21.4 | % | | | 19.4 | % |
Sales and marketing | | | 38.4 | % | | | 38.9 | % | | | 41.0 | % |
General and administrative | | | 9.0 | % | | | 10.0 | % | | | 11.6 | % |
Litigation reserves | | | 0.0 | % | | | 0.0 | % | | | 8.2 | % |
| | | | | | | | | | | | |
Total operating expenses | | | 68.6 | % | | | 70.3 | % | | | 80.2 | % |
| | | | | | | | | | | | |
Operating margin | | | 2.1 | % | | | (1.2 | %) | | | (12.5 | %) |
| | | |
Other income (expense), net | | | | | | | | | | | | |
Interest income | | | 0.2 | % | | | 0.2 | % | | | 0.3 | % |
Other income (expense), net | | | 0.3 | % | | | 0.7 | % | | | (0.3 | %) |
| | | | | | | | | | | | |
Income (loss) before provision for (benefit from) income taxes | | | 2.6 | % | | | (0.3 | %) | | | (12.5 | %) |
| | | |
Provision for (benefit from) income taxes | | | 4.3 | % | | | (18.1 | %) | | | 0.3 | % |
| | | | | | | | | | | | |
Net income (loss) | | | (1.7 | %) | | | 17.8 | % | | | (12.8 | %) |
| | | | | | | | | | | | |
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Revenue
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands) | |
Total revenue | | $ | 516,769 | | | $ | 396,514 | | | $ | 266,534 | |
| | | | | | | | | | | | |
Type of revenue: | | | | | | | | | | | | |
Product | | $ | 434,733 | | | $ | 334,860 | | | $ | 221,474 | |
Professional services and support | | | 81,185 | | | | 61,063 | | | | 44,323 | |
Ratable product and related professional services and support | | | 851 | | | | 591 | | | | 737 | |
| | | | | | | | | | | | |
Total revenue | | $ | 516,769 | | | $ | 396,514 | | | $ | 266,534 | |
| | | | | | | | | | | | |
% revenue by type: | | | | | | | | | | | | |
Product | | | 84.1 | % | | | 84.5 | % | | | 83.1 | % |
Professional services and support | | | 15.7 | % | | | 15.4 | % | | | 16.6 | % |
Ratable product and related professional services and support | | | 0.2 | % | | | 0.1 | % | | | 0.3 | % |
| | | |
Revenue by geography: | | | | | | | | | | | | |
United States | | $ | 323,331 | | | $ | 250,995 | | | $ | 166,584 | |
Europe, the Middle East and Africa | | | 89,540 | | | | 62,595 | | | | 38,140 | |
Asia Pacific | | | 89,677 | | | | 70,171 | | | | 51,110 | |
Rest of World | | | 14,221 | | | | 12,753 | | | | 10,700 | |
| | | | | | | | | | | | |
Total revenue | | $ | 516,769 | | | $ | 396,514 | | | $ | 266,534 | |
| | | | | | | | | | | | |
% revenue by geography: | | | | | | | | | | | | |
United States | | | 62.6 | % | | | 63.3 | % | | | 62.5 | % |
Europe, the Middle East and Africa | | | 17.3 | % | | | 15.8 | % | | | 14.3 | % |
Asia Pacific | | | 17.4 | % | | | 17.7 | % | | | 19.2 | % |
Rest of World | | | 2.7 | % | | | 3.2 | % | | | 4.0 | % |
| | | |
Total revenue by sales channel: | | | | | | | | | | | | |
Indirect | | $ | 477,974 | | | $ | 368,945 | | | $ | 246,344 | |
Direct | | | 38,795 | | | | 27,569 | | | | 20,190 | |
| | | | | | | | | | | | |
Total revenue | | $ | 516,769 | | | $ | 396,514 | | | $ | 266,534 | |
| | | | | | | | | | | | |
% revenue by sales channel: | | | | | | | | | | | | |
Indirect | | | 92.5 | % | | | 93.0 | % | | | 92.4 | % |
Direct | | | 7.5 | % | | | 7.0 | % | | | 7.6 | % |
During fiscal 2012, total revenue increased $120.3 million, or 30.3%, over fiscal 2011, primarily due to an increase in product revenue.
Product revenue increased 29.8% during fiscal 2012 compared to fiscal 2011. The rapid proliferation of Wi-Fi enabled mobile devices, the adoption of BYOD policies by various enterprises, the increase in demand for multimedia-rich mobility applications are driving the increase in demand for our products. Our MOVE architecture continues to gain momentum as companies move toward a new architecture in which wireless becomes the primary access network, resulting in significant growth in the sales of our Access Point products, and an increase in both hardware and software product sales.
Professional services and support revenue increased 33.0% during fiscal 2012 compared to fiscal 2011. This increase is primarily a result of both increased product and first year support sales, and the renewal of support contracts by existing customers as our customer base continues to grow.
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Ratable product and related professional services and support revenue are composed of certain revenue arrangements entered prior to the second quarter of fiscal 2006, and certain legacy Azalea transactions shipped prior to the acquisition, where we were not able to establish VSOE on prior services and support offerings and had to recognize revenue ratably over the support period. The increase in ratable product and related professional services and support revenue from fiscal 2011 to fiscal 2012 is due to recognition of revenue from certain legacy Azalea transactions where revenue recognition criteria became satisfied during fiscal 2012. We expect this revenue stream to continue to be a small portion of total revenue in future periods;
Revenue from our indirect sales channel increased during fiscal 2012 compared to fiscal 2011 and decreased slightly as a percentage of revenue. Going forward, we expect to continue to derive a significant majority of our total revenue from indirect channels as we continue to focus on improving the efficiency of marketing and selling our products through these channels.
Revenue from shipments to locations outside the United States increased during fiscal 2012 compared to fiscal 2011 due to strong demand across all of our geographies. Our international revenue increased 33% in fiscal 2012 compared to fiscal 2011. As a percentage of total revenue, the U.S. revenue was slightly down during fiscal 2012 compared to 2011. We expect to continue to increase our market penetration and extend our geographic reach through our network of channel partners.
During fiscal 2011, total revenue increased $130.0 million, or 48.8%, over fiscal 2010. The increase in fiscal 2011 compared to fiscal 2010 was attributable to broad-based demand across all of our major geographies and verticals, and the significant growth in our customer base. Our network rightsizing and MOVE architecture initiatives continued to gain momentum as companies move toward a new access network. The rapid proliferation of Wi-Fi enabled mobile devices, the increase in demand for multimedia-rich mobility applications, and the rise of both server and desktop virtualization is driving this trend.
Cost of Revenue and Gross Margin
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands) | |
Total revenue | | $ | 516,769 | | | $ | 396,514 | | | $ | 266,534 | |
| | | | | | | | | | | | |
Cost of product | | $ | 130,446 | | | $ | 107,820 | | | $ | 77,070 | |
Cost of professional services and support | | | 20,938 | | | | 14,873 | | | | 8,775 | |
Cost of ratable product and related professional services and support | | | 54 | | | | 10 | | | | 229 | |
| | | | | | | | | | | | |
Total cost of revenue | | | 151,438 | | | | 122,703 | | | | 86,074 | |
| | | | | | | | | | | | |
Gross profit | | $ | 365,331 | | | $ | 273,811 | | | $ | 180,460 | |
| | | | | | | | | | | | |
Gross margin | | | 70.7 | % | | | 69.1 | % | | | 67.7 | % |
During fiscal 2012 total cost of revenue increased 23.4% compared to fiscal 2011 primarily due to the corresponding increase in our product revenue. The substantial majority of our cost of product revenue consists of payments to Sercomm and Flextronics, our largest contract manufacturers. For fiscal 2012, payments to Sercomm constituted approximately 31% of our cost of product revenue and payments to Flextronics and Flextronics-related costs constituted approximately 23% of our cost of product revenue.
Cost of professional services and support revenue increased 40.8% during fiscal 2012 compared to fiscal 2011. These increases were primarily due to an increase in headcount in our support and professional services organization to meet the growing demand for these services, including personnel who joined Aruba as a result of the acquisition of Avenda in November 2011.
Cost of ratable product and related professional services and support revenue increased during these periods consistent with the increase in ratable product and related professional services and support revenue.
As we expand internationally, we may incur additional costs to conform our products to comply with local laws or local product specifications. In addition, we plan to continue to hire additional personnel to support our growing international customer base which would increase our cost of professional services and support.
Gross margin increased 160 basis points during fiscal 2012 compared to fiscal 2011. This increase is due to favorable product and geographical mix as well as our continued technology differentiation and competitive position.
During fiscal 2011 total cost of revenue increased 42.6% compared to fiscal 2010 primarily due to the corresponding increase in our product revenue. The substantial majority of our cost of product revenue consists of payments to Flextronics, our largest contract manufacturer. For fiscal 2011, payments to Flextronics and Flextronics-related costs constituted approximately 43% of our cost of product revenue and payments to Sercomm constituted approximately 33% of our cost of product revenue.
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Research and Development Expenses
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands) | |
Research and development expenses | | $ | 109,448 | | | $ | 84,890 | | | $ | 51,619 | |
Percent of total revenue | | | 21.2 | % | | | 21.4 | % | | | 19.4 | % |
During fiscal 2012, research and development expenses increased 28.9% compared to fiscal 2011, primarily due to an increase of $11.4 million in personnel and related costs as we expanded our research and development team, including through our acquisitions. Stock-based compensation expense also increased by $8.1 million. Expenses for consulting and outside agencies increased $1.9 million primarily due to costs associated with our product development efforts. Facilities and IT-related expenses related to our worldwide research and development efforts, including depreciation expense, increased $2.8 million, of which $2.7 million is due to increased allocations which were previously classified in General and Administrative expenses.
During fiscal 2011, research and development expenses increased 64.5% compared to fiscal 2010, primarily due to an increase of $28.9 million in personnel and related costs, including an increase in stock-based compensation and associated payroll taxes of $13.1 million. The increase is directly related to an increase in headcount of 172 employees, including 52 from our acquisition of Azalea. Facilities expenses increased $1.2 million also due to the increase in headcount and the acquisition of the Azalea facilities. Expenses for consulting and outside agencies increased by $1.6 million as we increased our engineering program spend due to the ongoing evolution of our product roadmap. Depreciation expenses increased $1.0 million and software and hardware maintenance fees increased $0.3 million. Finally, amortization expense increased $0.2 million as a result of our two acquisitions in fiscal 2011.
Sales and Marketing Expenses
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands) | |
Sales and marketing expenses | | $ | 198,373 | | | $ | 154,239 | | | $ | 109,393 | |
Percent of total revenue | | | 38.4 | % | | | 38.9 | % | | | 41.0 | % |
During fiscal 2012, sales and marketing expenses increased 28.6% compared to fiscal 2011. Personnel and related costs increased $25.6 million and stock-based compensation expense increased of $10.1 million due to a 23% increase in headcount. The increase in personnel and related costs included commission expense, which increased $7.3 million due to higher revenue in fiscal 2012 compared to fiscal 2011. Marketing expenses increased $3.6 million to support product demand generation and pipeline building. Pre-sales and training expenses also increased by $1.6 million due to increase in activity. Facilities and IT-related expenses related to our worldwide sales and marketing efforts also increased $2.3 million, of which $2.0 million is due to increased allocated costs which were previously classified in General and Administrative expenses.
During fiscal 2011, sales and marketing expenses increased 41.0% compared to fiscal 2010. Personnel and related costs increased $29.6 million primarily due to an increase in headcount of 122 employees. An increase in stock-based compensation and associated payroll taxes of $11.4 million contributed to the increase in personnel and related costs. Commission expense increased $10.0 million corresponding to the increase in revenue. Marketing expenses increased $3.7 million due to new product launches, specifically for our MOVE architecture launch, and user-group conventions we hosted. Recruiting expenses increased $0.7 million as we increased our headcount. Amortization expense of our purchased intangible assets increased $0.6 million as a result of our acquisitions. Finally, depreciation expense increased $0.3 million primarily due to purchases of computer equipment to support the increase in headcount.
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General and administrative expenses
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands) | |
General and administrative expenses | | $ | 46,775 | | | $ | 39,431 | | | $ | 30,953 | |
Percent of total revenue | | | 9.0 | % | | | 10.0 | % | | | 11.6 | % |
During fiscal 2012, general and administrative expenses increased 18.7% compared to fiscal 2011, primarily due to an increase of $4.4 million in personnel expenses as our headcount increased to support the growth of the business, as well as an increase in professional services fees of $4.1 million primarily due to legal, accounting and other services related to activities such as acquisitions and IT investment. These increases were partially offset by a net decrease of $1.5 million due to certain expenses related to facilities and IT being allocated out from G&A to other functional departments.
General and administrative expenses during fiscal 2011 increased 27.4% compared to fiscal 2010. Personnel expenses increased $8.4 million due to the increase in headcount and an increase in stock-based compensation and associated payroll taxes of $3.5 million. Facilities expenses increased $0.3 million and recruiting expenses increased $0.5 million, both due to the increase in headcount. Fees for accounting services increased $0.7 million. Business costs related to our foreign operations increased $0.4 million as we expanded internationally. These increases were offset by a decrease of $1.9 million in legal expenses. The higher legal expenses in fiscal 2010 were due to litigation we were involved in at that time and mergers and acquisitions activity.
Litigation Reserves
During fiscal 2010, we recorded charges totaling $21.9 million related to legal matters, which included a one-time payment to Motorola of $19.8 million as part of a Patent Cross License and Settlement Agreement we entered into in November 2009. The remaining $2.1 million of litigation reserves is related to other settlements entered into during fiscal 2010.
Other Income, net
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands) | |
Interest income | | $ | 1,194 | | | $ | 1,018 | | | $ | 834 | |
Other income (expense), net | | | 1,631 | | | | 2,784 | | | | (699 | ) |
| | | | | | | | | | | | |
Total other income, net | | $ | 2,825 | | | $ | 3,802 | | | $ | 135 | |
| | | | | | | | | | | | |
Interest income during fiscal 2012 increased 17.3% from fiscal 2011, primarily due to higher cash and investment balances in interest-earning accounts. Our average interest-earning cash and investment balance for fiscal 2012 was $220.4 million compared to $152.0 million for fiscal 2011.
Other income (expense), net decreased during fiscal 2012 compared to fiscal 2011 primarily as a result of the change in the fair value of our contingent rights liability related to the acquisition of Azalea Networks. See Note 2 of the Notes to Consolidated Financial Statements for further discussion.
Interest income increased during fiscal 2011 compared to fiscal 2010. The increase is primarily due to higher cash and investment balances in interest-earning accounts. Our average interest-earning cash and investment balance for fiscal 2011 was $152.0 million compared to $116.6 million for fiscal 2010.
Other income (expense), net increased during fiscal 2011 compared to fiscal 2010 primarily as a result of the change in the fair value of our contingent rights liability related to the acquisition of Azalea Networks from $9.5 million at the date of the acquisition to $5.9 million as of July 31, 2011. See Note 2 of the Notes to Consolidated Financial Statements for further discussion.
Provision for Income Taxes
As of July 31, 2012, we had net operating loss carryforwards of $164.1 million and $142.1 million for federal and state income tax purposes, respectively. We also had research and credit carryforwards of $17.2 million for federal and $20.7 million for state income tax purposes as of July 31, 2012.
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If not utilized, the federal and state net operating loss and federal tax credit carryforwards will begin to expire between 2013 and 2023. 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.
We continuously monitor the circumstances impacting the expected realization of our deferred tax assets. As of July 31, 2012, based on available positive evidence, we determined that the majority of our deferred tax assets would be more likely than not realizable in the near future, with the exception of certain foreign net operating loss carryforwards as we cannot forecast sufficient future foreign income to realize these deferred tax assets before they expire. Deferred tax liabilities have not been recognized for undistributed earnings from our foreign subsidiaries because we expect our U.S. operations will have sufficient cash for current and future business activities. Therefore, it is our intention to indefinitely reinvest such undistributed earnings outside the U.S. in the respective foreign entities.
We recognize in the Consolidated Financial Statements only those tax positions determined to be more likely than not of being sustained. We recorded a net increase of $7.4 million to the liability for unrecognized tax benefits related to tax positions taken in the current period and a net decrease of $6.2 million to the liability for positions taken in the prior periods. Additionally, we did not make any reclassifications between current taxes payable and long-term taxes payable.
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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, 2012. 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 | |
FY 2012 | | July 31, 2012 | | | April 30, 2012 | | | January 31, 2012 | | | October 31, 2011 | |
| | | (in thousands, except per share data) | |
Revenue | | | | | | | | | | | | | | | | |
Product | | $ | 117,101 | | | $ | 110,531 | | | $ | 105,970 | | | $ | 101,131 | |
Professional services and support | | | 21,900 | | | | 21,111 | | | | 20,091 | | | | 18,083 | |
Ratable product and related professional services and support | | | 248 | | | | 252 | | | | 214 | | | | 137 | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 139,249 | | | | 131,894 | | | | 126,275 | | | | 119,351 | |
Cost of revenue | | | | | | | | | | | | | | | | |
Product | | | 33,912 | | | | 34,014 | | | | 30,452 | | | | 32,068 | |
Professional services and support | | | 5,878 | | | | 5,484 | | | | 5,030 | | | | 4,546 | |
Ratable product and related professional services and support | | | 41 | | | | 13 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total cost of revenue | | | 39,831 | | | | 39,511 | | | | 35,482 | | | | 36,614 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 99,418 | | | | 92,383 | | | | 90,793 | | | | 82,737 | |
| | | | |
Operating expenses | | | | | | | | | | | | | | | | |
Research and development | | | 29,671 | | | | 27,383 | | | | 27,926 | | | | 24,468 | |
Sales and marketing | | | 53,064 | | | | 49,974 | | | | 49,720 | | | | 45,615 | |
General and administrative | | | 11,254 | | | | 11,723 | | | | 12,698 | | | | 11,100 | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 93,989 | | | | 89,080 | | | | 90,344 | | | | 81,183 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 5,429 | | | | 3,303 | | | | 449 | | | | 1,554 | |
| | | | |
Other income (expense), net | | | | | | | | | | | | | | | | |
Interest income | | | 318 | | | | 301 | | | | 299 | | | | 276 | |
Other income (expense), net | | | (1,252 | ) | | | (675 | ) | | | 2,731 | | | | 827 | |
| | | | | | | | | | | | | | | | |
Total other income (expense), net | | | (934 | ) | | | (374 | ) | | | 3,030 | | | | 1,103 | |
| | | | |
Income before provision for (benefit from) income taxes | | | 4,495 | | | | 2,929 | | | | 3,479 | | | | 2,657 | |
| | | | |
Provision for (benefit from) income taxes | | | 7,525 | | | | (3,099 | ) | | | 14,861 | | | | 3,124 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (3,030 | ) | | $ | 6,028 | | | $ | (11,382 | ) | | $ | (467 | ) |
| | | | | | | | | | | | | | | | |
Shares used in computing net income (loss) per common share - basic | | | 111,419 | | | | 110,236 | | | | 108,084 | | | | 105,937 | |
| | | | |
Net income (loss) per common share - basic | | $ | (0.03 | ) | | $ | 0.05 | | | $ | (0.11 | ) | | $ | — | |
| | | | | | | | | | | | | | | | |
Shares used in computing net income (loss) per common share - diluted | | | 111,419 | | | | 121,895 | | | | 108,084 | | | | 105,937 | |
| | | | |
Net income (loss) per common share - diluted | | $ | (0.03 | ) | | $ | 0.05 | | | $ | (0.11 | ) | | $ | — | |
| | | | | | | | | | | | | | | | |
Prior Period Adjustments
In the three months ended July 31, 2012, we recorded adjustments to increase the vacation accrual by $0.5 million and recorded additional deferred cost of revenue of $0.3 million. In the three months ended April 30, 2012, we recorded adjustments to reduce tax expense of $0.8 million and recorded additional stock-based compensation expense of $0.5 million, related to the fiscal quarters ended October 31, 2011 and January 31, 2012, respectively. The impact of the adjustments made in fiscal quarters ended July 31, 2012 and April 30, 2012 would have resulted in a decrease in net loss of $0.1 million for the years ended July 31, 2010 and 2011, and a decrease in the net loss of $0.9 million for the year ended July 31, 2012. On a quarterly basis for fiscal 2012, the impact would be to decrease the net loss by $0.1 million, $0.3 million and $0.1 million in the three months ended October 31, 2011, January 31, 2012 and July 31, 2012, respectively, and to increase net income by $0.4 million for the three months ended April 30, 2012. We have assessed the impact of these adjustments on the Consolidated Balance Sheets and Consolidated Statements of Comprehensive Income as of and for the periods ended July 31, 2012, 2011, and 2010, and we have concluded that the adjustments are not material, either individually, or in the aggregate, to the previously reported financial statements. On that basis, we have recorded the adjustments in the three months ended April 30, 2012 and July 31, 2012.
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| | | | | | | | | | | | | | | | |
| | | For the Three Months Ended | |
FY 2011 | | July 31, 2011 | | | April 30, 2011 | | | January 31, 2011 | | | October 31, 2010 | |
| | | (In thousands, except per share data) | |
Revenue | | | | | | | | | | | | | | | | |
Product | | $ | 97,141 | | | $ | 89,415 | | | $ | 79,100 | | | $ | 69,204 | |
Professional services and support | | | 16,475 | | | | 16,186 | | | | 14,602 | | | | 13,800 | |
Ratable product and related professional services and support | | | 142 | | | | 150 | | | | 156 | | | | 143 | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 113,758 | | | | 105,751 | | | | 93,858 | | | | 83,147 | |
Cost of revenue | | | | | | | | | | | | | | | | |
Product | | | 31,620 | | | | 29,964 | | | | 24,173 | | | | 22,063 | |
Professional services and support | | | 4,259 | | | | 4,167 | | | | 3,542 | | | | 2,905 | |
Ratable product and related professional services and support | | | — | | | | — | | | | — | | | | 10 | |
| | | | | | | | | | | | | | | | |
Total cost of revenue | | | 35,879 | | | | 34,131 | | | | 27,715 | | | | 24,978 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 77,879 | | | | 71,620 | | | | 66,143 | | | | 58,169 | |
Operating expenses | | | | | | | | | | | | | | | | |
Research and development | | | 23,370 | | | | 22,799 | | | | 21,608 | | | | 17,113 | |
Sales and marketing | | | 42,972 | | | | 40,916 | | | | 36,936 | | | | 33,415 | |
General and administrative | | | 11,741 | | | | 10,319 | | | | 10,183 | | | | 7,188 | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 78,083 | | | | 74,034 | | | | 68,727 | | | | 57,716 | |
| | | | | | | | | | | | | | | | |
Operating income (loss) | | | (204 | ) | | | (2,414 | ) | | | (2,584 | ) | | | 453 | |
Other income (expense), net | | | | | | | | | | | | | | | | |
Interest income | | | 261 | | | | 284 | | | | 240 | | | | 233 | |
Other income (expense), net | | | (4,408 | ) | | | 5,608 | | | | (61 | ) | | | 1,645 | |
| | | | | | | | | | | | | | | | |
Total other income (expense), net | | | (4,147 | ) | | | 5,892 | | | | 179 | | | | 1,878 | |
Income (loss) before provision for (benefit from) income taxes | | | (4,351 | ) | | | 3,478 | | | | (2,405 | ) | | | 2,331 | |
Provision for (benefit from) income taxes | | | (72,536 | ) | | | 277 | | | | 428 | | | | 196 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 68,185 | | | $ | 3,201 | | | $ | (2,833 | ) | | $ | 2,135 | |
| | | | | | | | | | | | | | | | |
Shares used in computing net income (loss) per common share — basic | | | 104,310 | | | | 102,055 | | | | 98,795 | | | | 96,037 | |
Net income (loss) per common share — basic | | $ | 0.65 | | | $ | 0.03 | | | $ | (0.03 | ) | | $ | 0.02 | |
| | | | | | | | | | | | | | | | |
Shares used in computing net income (loss) per common share — diluted | | | 119,600 | | | | 119,367 | | | | 98,795 | | | | 113,271 | |
Net income (loss) per common share — diluted | | $ | 0.57 | | | $ | 0.03 | | | $ | (0.03 | ) | | $ | 0.02 | |
| | | | | | | | | | | | | | | | |
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 a period-to-period basis may not be meaningful. Users of the financial statements should not rely on our past results as an indication of our future performance.
Liquidity and Capital Resources
| | | | | | | | |
| | | July 31, | | | July 31, | |
| | | 2012 | | | 2011 | |
| | | (in thousands) | |
Working capital | | $ | 355,930 | | | $ | 269,900 | |
Cash and cash equivalents | | | 133,629 | | | | 80,773 | |
Short-term investments | | $ | 212,601 | | | $ | 153,185 | |
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands) | |
Cash provided by operating activities | | $ | 112,861 | | | $ | 57,990 | | | $ | 25,834 | |
Cash used in investing activities | | | (96,327 | ) | | | (44,916 | ) | | | (48,581 | ) |
Cash provided by financing activities | | $ | 36,467 | | | $ | 36,446 | | | $ | 12,702 | |
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As of July 31, 2012, our principal sources of liquidity were our cash, cash equivalents and short-term investments. 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 purchase. Short-term investments include corporate bonds, U.S. government agency securities, U.S. treasury bills, commercial paper, and certificates of deposit. Cash, cash equivalents and short-term investments increased $112.2 million during fiscal 2012 from $234.0 million in cash, cash equivalents and short term investments as of July 31, 2011 to $346.2 million as of July 31, 2012. As of July 31, 2012, we had $23.4 million of cash and cash equivalents held outside the United States. Historically, we have required capital principally to fund our working capital needs and acquisition activities. It is our investment policy to invest excess cash in a manner that preserves capital, provides liquidity and maintains appropriate diversification and optimizes current income within our policy’s framework. We are averse to principal loss and will ensure the safety and preservation of our invested funds by limiting default risk, market risk and reinvestment risk. Our investment policy is designed to prevent fluctuations in market value which materially affect our financial results.
Cash Flows from Operating Activities
Our cash flows from operating activities will continue to be affected principally by our profitability, working capital requirements, the extent to which we increase spending on personnel and the continued growth in revenue and cash collections. 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.
During fiscal 2012, net cash provided by operating activities increased $54.9 million compared to fiscal 2011. The increase in cash flow from operating activities was primarily due to an increase in cash flow of $13.5 million from operations after adjusting for non-cash items, including depreciation and amortization, and stock-based compensation, and a decrease of $41.4 million from the change in operating assets and liabilities.
During fiscal 2011, net cash provided by operating activities increased $32.2 million compared to fiscal 2010. The increase in cash flow from operating activities was primarily due to an increase in cash flow of $61.3 million from operations after adjusting for non-cash items, including depreciation and amortization, and stock-based compensation, and a decrease of $29.1 million from the change in operating assets and liabilities.
Cash Flows from Investing Activities
Cash used in investing activities increased $51.4 million during fiscal 2012 compared to fiscal 2011. We purchased more short-term investments during fiscal 2012 compared to fiscal 2011 as we reinvested cash flow from operations. Purchases of property and equipment in fiscal 2012 increased $3.1 million compared to fiscal 2011 due to an increase in headcount. Further, we completed two acquisitions during fiscal 2012 for a total of $22.5 million of cash used, net of cash received. See Note 2 of the Notes to Consolidated Financial Statements.
Cash used in investing activities during fiscal 2011 decreased $3.7 million compared to fiscal 2010. We continued to invest our excess cash balances in short-term investments. Some of the proceeds from the sale and maturity of these investments were used to purchase $9.9 million of property and equipment during fiscal 2011. Further, we completed two acquisitions during fiscal 2011 for a total of $4.3 million in cash, net of cash received. See Note 2 of the Notes to Consolidated Financial Statements.
Cash Flows from Financing Activities
Cash provided by financing activities was essentially flat in fiscal 2012 compared to fiscal 2011 and primarily consisted of the cash proceeds we received from the issuance of common stock in conjunction with our equity plans. In addition, during fiscal 2012, we started receiving tax benefits associated with stock-based compensation of $21.6 million. This tax benefit was slightly offset by $19.9 million of cash used to repurchase our common stock.
Cash provided by financing activities increased $23.7 million during fiscal 2011 compared to fiscal 2010 due to an increase in cash proceeds we received from the issuance of common stock in conjunction with our 2007 Equity Incentive Plan and Employee Stock Purchase Plan. The increase was primarily driven by increased exercises of stock options by our employees as a result of the increase in the fair market value of our common stock and an increase in the amount of contributions in our Employee Stock Purchase Plan.
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, in the future, need to raise additional capital or incur indebtedness to fund our operations or support acquisition activity. 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, the continuing market acceptance of our products and potential future business acquisitions.
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Contractual Obligations & Commitments
Operating leases & purchase obligations
The following is a summary of our contractual obligations:
| | | | | | | | | | | | | | | | | | | | |
| | | Total | | | Less Than
1 Year | | | 1 — 3
Years | | | 3 — 5
Years | | | More
Than
5 Years | |
| | | (In thousands) | |
Operating leases | | $ | 20,826 | | | $ | 5,480 | | | $ | 14,569 | | | $ | 777 | | | $ | — | |
Purchase obligations (1) | | | 46,141 | | | | 35,600 | | | | 7,900 | | | | 600 | | | | 2,041 | |
| | | | | | | | | | | | | | | | | | | | |
Total contractual obligations | | $ | 66,967 | | | $ | 41,080 | | | $ | 22,469 | | | $ | 1,377 | | | $ | 2,041 | |
| | | | | | | | | | | | | | | | | | | | |
| (1) | Purchase obligations represent contractual amounts that will be due to purchase goods and services to be used in our operations and exclude contractual amounts that are cancelable without penalty. These contractual amounts are related principally to inventory, information technology and marketing related purchase agreements. We outsource the production of our hardware to various third-party manufacturing suppliers, one of which is our main contract manufacturer. Under the agreement with our main contract manufacturer, 40% of the order quantities can be rescheduled or are cancelable by giving notice 60 days prior to the expected shipment date, and 20% of the order quantities can be rescheduled or 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. |
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Uncertain tax positions
As of July 31, 2012, our unrecognized tax benefits were $12.1 million which were mostly reflected as a reduction to deferred tax assets. 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
As of July 31, 2012 and 2011, 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.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Foreign Currency Risk
Most of our sales are denominated in U.S. 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, Indian Rupee, and Chinese Yuan. To date, we have not entered into any hedging contracts because expenses in foreign currencies have been insignificant, 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 $346.2 million and $234.0 at July 31, 2012 and 2011, 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% in 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% during fiscal 2012, our interest income on cash, cash equivalents and short-term investments would have declined approximately $0.1 million assuming consistent investment levels.
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| ITEM 8. | CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Index to Consolidated Financial Statements
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MANAGEMENT’S REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of our Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 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, 2012. 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 upon this assessment, management has concluded that, as of July 31, 2012, 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, 2012 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on the following page.
| | | | |
| /s/ Dominic P. Orr | | | | /s/ Michael M. Galvin |
| | |
Dominic P. Orr President, Chief Executive Officer and Chairman of the Board of Directors October 11, 2012 | | | | Michael M. Galvin Chief Financial Officer October 11, 2012 |
55
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 comprehensive income, stockholders’ equity, and cash flows present fairly, in all material respects, the financial position of Aruba Networks, Inc. and its subsidiaries at July 31, 2012 and July 31, 2011, and the results of their operations and their cash flows for each of the three years in the period ended July 31, 2012 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, 2012, 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 schedules, 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 integrated audits. 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.
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 11, 2012
56
ARUBA NETWORKS, INC.
CONSOLIDATED BALANCE SHEETS
| | | | | | | | |
| | | July 31, | | | July 31, | |
| | | 2012 | | | 2011 | |
| | | (in thousands, except per share data) | |
ASSETS | | | | | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | $ | 133,629 | | | $ | 80,773 | |
Short-term investments | | | 212,601 | | | | 153,185 | |
Accounts receivable, net of allowance for doubtful accounts of $276 and $306 as of July 31, 2012 and 2011, respectively | | | 80,190 | | | | 68,598 | |
Inventory | | | 22,202 | | | | 29,895 | |
Deferred cost of revenue | | | 11,241 | | | | 6,999 | |
Prepaids and other | | | 18,996 | | | | 5,097 | |
Deferred income tax assets, current | | | 34,584 | | | | 53,310 | |
| | | | | | | | |
Total current assets | | | 513,443 | | | | 397,857 | |
| | |
Property and equipment, net | | | 19,901 | | | | 14,772 | |
Goodwill | | | 56,947 | | | | 33,143 | |
Intangible assets, net | | | 27,036 | | | | 20,863 | |
Deferred income tax assets, non-current | | | 20,664 | | | | 19,328 | |
Other non-current assets | | | 10,905 | | | | 2,093 | |
| | | | | | | | |
Total assets | | $ | 648,896 | | | $ | 488,056 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable | | $ | 7,807 | | | $ | 11,278 | |
Accrued liabilities | | | 67,072 | | | | 61,461 | |
Income taxes payable | | | 2,032 | | | | 767 | |
Deferred revenue, current | | | 80,602 | | | | 54,451 | |
| | | | | | | | |
Total current liabilities | | | 157,513 | | | | 127,957 | |
| | |
Deferred revenue, non-current | | | 22,375 | | | | 14,000 | |
Other non-current liabilities | | | 2,118 | | | | 757 | |
| | | | | | | | |
Total liabilities | | | 182,006 | | | | 142,714 | |
| | | | | | | | |
Commitments and contingencies (Note 13) | | | | | | | | |
Stockholders’ equity | | | | | | | | |
Common stock: $0.0001 par value; 350,000 shares authorized at July 31, 2012 and 2011; 111,529 and 104,905 shares issued and outstanding at July 31, 2012 and 2011, respectively | | | 11 | | | | 10 | |
Additional paid-in capital | | | 582,077 | | | | 450,147 | |
Accumulated other comprehensive income (loss) | | | (1,405 | ) | | | 127 | |
Accumulated deficit | | | (113,793 | ) | | | (104,942 | ) |
| | | | | | | | |
Total stockholders’ equity | | | 466,890 | | | | 345,342 | |
| | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 648,896 | | | $ | 488,056 | |
| | | | | | | | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
57
ARUBA NETWORKS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands, except per share data) | |
Revenue | | | | | | | | | | | | |
Product | | $ | 434,733 | | | $ | 334,860 | | | $ | 221,474 | |
Professional services and support | | | 81,185 | | | | 61,063 | | | | 44,323 | |
Ratable product and related professional services and support | | | 851 | | | | 591 | | | | 737 | |
| | | | | | | | | | | | |
Total revenue | | | 516,769 | | | | 396,514 | | | | 266,534 | |
| | | |
Cost of revenue | | | | | | | | | | | | |
Product | | | 130,446 | | | | 107,820 | | | | 77,070 | |
Professional services and support | | | 20,938 | | | | 14,873 | | | | 8,775 | |
Ratable product and related professional services and support | | | 54 | | | | 10 | | | | 229 | |
| | | | | | | | | | | | |
Total cost of revenue | | | 151,438 | | | | 122,703 | | | | 86,074 | |
| | | | | | | | | | | | |
Gross profit | | | 365,331 | | | | 273,811 | | | | 180,460 | |
| | | |
Operating expenses | | | | | | | | | | | | |
Research and development | | | 109,448 | | | | 84,890 | | | | 51,619 | |
Sales and marketing | | | 198,373 | | | | 154,239 | | | | 109,393 | |
General and administrative | | | 46,775 | | | | 39,431 | | | | 30,953 | |
Litigation reserves | | | — | | | | — | | | | 21,900 | |
| | | | | | | | | | | | |
Total operating expenses | | | 354,596 | | | | 278,560 | | | | 213,865 | |
| | | | | | | | | | | | |
Operating income (loss) | | | 10,735 | | | | (4,749 | ) | | | (33,405 | ) |
| | | |
Other income, net | | | | | | | | | | | | |
Interest income | | | 1,194 | | | | 1,018 | | | | 834 | |
Other income (expense), net | | | 1,631 | | | | 2,784 | | | | (699 | ) |
| | | | | | | | | | | | |
Total other income, net | | | 2,825 | | | | 3,802 | | | | 135 | |
| | | | | | | | | | | | |
Income (loss) before provision for (benefit from) income taxes | | | 13,560 | | | | (947 | ) | | | (33,270 | ) |
| | | |
Provision for (benefit from) income taxes | | | 22,411 | | | | (71,635 | ) | | | 728 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | (8,851 | ) | | $ | 70,688 | | | $ | (33,998 | ) |
| | | | | | | | | | | | |
Other comprehensive income (loss): | | | | | | | | | | | | |
Foreign currency translation gain (loss) | | | (1,552 | ) | | | — | | | | — | |
Unrealized gain (loss) on short-term investments, net of tax | | | 20 | | | | 29 | | | | (84 | ) |
| | | | | | | | | | | | |
Comprehensive income (loss) | | $ | (10,383 | ) | | $ | 70,717 | | | $ | (34,082 | ) |
| | | | | | | | | | | | |
Shares used in computing net income (loss) per common share- basic | | | 108,774 | | | | 100,299 | | | | 89,978 | |
| | | | | | | | | | | | |
Net income (loss) per common share- basic | | $ | (0.08 | ) | | $ | 0.70 | | | $ | (0.38 | ) |
| | | | | | | | | | | | |
Shares used in computing net income (loss) per common share- diluted | | | 108,774 | | | | 117,117 | | | | 89,978 | |
| | | | | | | | | | | | |
Net income (loss) per common share- diluted | | $ | (0.08 | ) | | $ | 0.60 | | | $ | (0.38 | ) |
| | | | | | | | | | | | |
Stock-based compensation expense included in above: | | | | | | | | | | | | |
Cost of revenue | | $ | 5,318 | | | $ | 3,464 | | | $ | 1,397 | |
Research and development | | | 31,203 | | | | 23,026 | | | | 10,716 | |
Sales and marketing | | | 34,653 | | | | 24,399 | | | | 14,205 | |
General and administrative | | | 12,738 | | | | 12,861 | | | | 9,763 | |
| | | | | | | | | | | | |
Total | | $ | 83,912 | | | $ | 63,750 | | | $ | 36,081 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
58
ARUBA NETWORKS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | | | Additional | | | Other | | | | | | | |
| | | Common Stock | | | Paid-in | | | Comprehensive | | | Accumulated | | | | |
| | | Shares | | | Amount | | | Capital | | | Income (Loss) | | | Deficit | | | Total | |
| | | (in thousands) | |
| | | | |
Balance at July 31, 2009 | | | 86,744 | | | $ | 9 | | | $ | 279,026 | | | $ | 182 | | | $ | (141,632 | ) | | $ | 137,585 | |
| | | | | | |
Comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized loss on short-term investments, net of taxes | | | — | | | | — | | | | — | | | | (84 | ) | | | — | | | | (84 | ) |
Net loss | | | — | | | | — | | | | — | | | | — | | | | (33,998 | ) | | | (33,998 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive loss | | | | | | | | | | | | | | | — | | | | — | | | | (34,082 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Fair value of shares issued to non-employees | | | 199 | | | | — | | | | 2,385 | | | | — | | | | — | | | | 2,385 | |
Fair value of stock options issued to non-employees | | | — | | | | — | | | | 32 | | | | — | | | | — | | | | 32 | |
Exercise of common stock options | | | 2,974 | | | | — | | | | 8,116 | | | | — | | | | — | | | | 8,116 | |
Shares purchased under employee stock purchase plan | | | 1,808 | | | | — | | | | 4,515 | | | | — | | | | — | | | | 4,515 | |
Repurchase of common stock | | | (16 | ) | | | — | | | | 314 | | | | — | | | | — | | | | 314 | |
Stock-based compensation expense related to stock options and awards issued to employees | | | 1,897 | | | | — | | | | 31,683 | | | | — | | | | — | | | | 31,683 | |
Excess tax benefit associated with stock-based compensation | | | — | | | | — | | | | 107 | | | | — | | | | — | | | | 107 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at July 31, 2010 | | | 93,606 | | | $ | 9 | | | $ | 326,178 | | | $ | 98 | | | $ | (175,630 | ) | | $ | 150,655 | |
| | | | | | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized gain on short-term investments, net of taxes | | | — | | | | — | | | | — | | | | 29 | | | | — | | | | 29 | |
Net income | | | — | | | | — | | | | — | | | | — | | | | 70,688 | | | | 70,688 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 70,717 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Fair value of shares issued to non-employees | | | 149 | | | | — | | | | 3,952 | | | | — | | | | — | | | | 3,952 | |
Exercise of common stock options | | | 6,413 | | | | 1 | | | | 29,751 | | | | — | | | | — | | | | 29,752 | |
Shares purchased under employee stock purchase plan | | | 2,048 | | | | — | | | | 6,889 | | | | — | | | | — | | | | 6,889 | |
Repurchase of common stock | | | — | | | | — | | | | 1 | | | | — | | | | — | | | | 1 | |
Stock-based compensation expense related to stock options and awards issued to employees | | | 1,164 | | | | — | | | | 54,879 | | | | — | | | | — | | | | 54,879 | |
Common stock issued in purchase acquisition | | | 1,525 | | | | — | | | | 28,691 | | | | — | | | | — | | | | 28,691 | |
Excess tax benefit associated with stock-based compensation | | | — | | | | — | | | | (194 | ) | | | — | | | | — | | | | (194 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at July 31, 2011 | | | 104,905 | | | $ | 10 | | | $ | 450,147 | | | $ | 127 | | | $ | (104,942 | ) | | $ | 345,342 | |
| | | | | | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized gain on short-term investments, net of taxes | | | — | | | | — | | | | — | | | | 20 | | | | — | | | | 20 | |
Foreign currency translation adjustments, net of taxes | | | — | | | | — | | | | — | | | | (1,552 | ) | | | — | | | | (1,552 | ) |
Net loss | | | — | | | | — | | | | — | | | | — | | | | (8,851 | ) | | | (8,851 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | (10,383 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Fair value of shares issued to non-employees | | | 36 | | | | — | | | | 1,453 | | | | — | | | | — | | | | 1,453 | |
Exercise of common stock options | | | 3,745 | | | | 1 | | | | 21,434 | | | | — | | | | — | | | | 21,435 | |
Shares purchased under employee stock purchase plan | | | 853 | | | | — | | | | 13,344 | | | | — | | | | — | | | | 13,344 | |
Repurchase of common stock | | | (1,409 | ) | | | — | | | | (19,884 | ) | | | — | | | | — | | | | (19,884 | ) |
Stock-based compensation expense related to stock options and awards issued to employees | | | 2,778 | | | | — | | | | 85,293 | | | | — | | | | — | | | | 85,293 | |
Common stock issued in purchase acquisition | | | 621 | | | | — | | | | 10,522 | | | | — | | | | — | | | | 10,522 | |
Excess tax benefit associated with stock-based compensation | | | — | | | | — | | | | 19,768 | | | | — | | | | — | | | | 19,768 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at July 31, 2012 | | | 111,529 | | | $ | 11 | | | $ | 582,077 | | | $ | (1,405 | ) | | $ | (113,793 | ) | | $ | 466,890 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
59
ARUBA NETWORKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands) | |
Cash flows from operating activities | | | | | | | | | | | | |
Net income (loss) | | $ | (8,851 | ) | | $ | 70,688 | | | $ | (33,998 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 19,123 | | | | 15,042 | | | | 10,091 | |
Provision for doubtful accounts | | | 125 | | | | 17 | | | | 265 | |
Write-downs for excess and obsolete inventory | | | 4,113 | | | | 2,647 | | | | 2,949 | |
Stock-based compensation expense | | | 83,912 | | | | 63,750 | | | | 36,081 | |
Accretion of purchase discounts on short-term investments | | | 1,142 | | | | 1,290 | | | | 837 | |
Loss (gain) on disposal of fixed assets | | | 544 | | | | (3 | ) | | | (3 | ) |
Change in carrying value of contingent rights liability | | | (2,319 | ) | | | (3,598 | ) | | | — | |
Deferred income taxes | | | 15,369 | | | | (72,638 | ) | | | — | |
Recovery of escrow funds | | | (702 | ) | | | — | | | | — | |
Excess tax benefit associated with stock-based compensation | | | (21,572 | ) | | | 194 | | | | (107 | ) |
Changes in operating assets and liabilities: | | | | | | | | | | | | |
Accounts receivable | | | (11,374 | ) | | | (24,821 | ) | | | (8,069 | ) |
Inventory | | | 1,615 | | | | (16,900 | ) | | | (10,653 | ) |
Prepaids and other | | | (14,594 | ) | | | (1,658 | ) | | | (2,757 | ) |
Deferred costs | | | (4,658 | ) | | | (1,548 | ) | | | (290 | ) |
Other assets | | | (8,131 | ) | | | (240 | ) | | | 50 | |
Accounts payable | | | (4,694 | ) | | | (167 | ) | | | 5,937 | |
Deferred revenue | | | 34,522 | | | | 12,713 | | | | 11,220 | |
Other current and non-current liabilities | | | 9,150 | | | | 13,331 | | | | 14,360 | |
Income taxes payable | | | 20,141 | | | | (109 | ) | | | (79 | ) |
| | | | | | | | | | | | |
Net cash provided by operating activities | | | 112,861 | | | | 57,990 | | | | 25,834 | |
| | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | |
Purchases of short-term investments | | | (189,218 | ) | | | (144,512 | ) | | | (122,750 | ) |
Proceeds from sales of short-term investments | | | 55,790 | | | | 28,927 | | | | 10,566 | |
Proceeds from maturities of short-term investments | | | 72,650 | | | | 84,870 | | | | 68,860 | |
Purchases of property and equipment | | | (13,044 | ) | | | (9,909 | ) | | | (5,299 | ) |
Proceeds from sale of property and equipment | | | — | | | | 11 | | | | 42 | |
Cash paid in purchase acquisitions, net of cash acquired | | | (22,505 | ) | | | (4,303 | ) | | | — | |
| | | | | | | | | | | | |
Net cash used in investing activities | | | (96,327 | ) | | | (44,916 | ) | | | (48,581 | ) |
| | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | |
Proceeds from issuance of common stock | | | 34,779 | | | | 36,640 | | | | 12,631 | |
Repurchases of unvested common stock | | | — | | | | — | | | | (36 | ) |
Repurchases of common stock under stock repurchase program | | | (19,884 | ) | | | — | | | | — | |
Excess tax benefit associated with stock-based compensation | | | 21,572 | | | | (194 | ) | | | 107 | |
| | | | | | | | | | | | |
Net cash provided by financing activities | | | 36,467 | | | | 36,446 | | | | 12,702 | |
| | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | (145 | ) | | | (1 | ) | | | 1 | |
| | | |
Net increase (decrease) in cash and cash equivalents | | | 52,856 | | | | 49,519 | | | | (10,044 | ) |
| | | |
Cash and cash equivalents, beginning of period | | | 80,773 | | | | 31,254 | | | | 41,298 | |
| | | | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 133,629 | | | $ | 80,773 | | | $ | 31,254 | |
| | | | | | | | | | | | |
Supplemental disclosure of cash flow information | | | | | | | | | | | | |
Income taxes paid | | $ | 5,587 | | | $ | 1,152 | | | $ | 899 | |
| | | |
Supplemental disclosure of non-cash investing and financing activities | | | | | | | | | | | | |
Common stock issued for purchase acquisition | | $ | 12,000 | | | $ | 28,691 | | | $ | — | |
Contingent rights issued for purchase acquisition | | $ | — | | | $ | 9,486 | | | $ | — | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
60
ARUBA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 is a leading provider of next-generation network access solutions for the mobile enterprise. Its Mobile Virtual Enterprise (“MOVE”) architecture unifies wired and wireless network infrastructures into one seamless access solution for corporate headquarters, mobile business professionals, remote workers and guests. The Company derives its revenue from sales of its ArubaOS operating system, controllers, wired and wireless access points, switches, application software modules, multi-vendor management solution software, and professional services and support. 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. The consolidated financial statements reflect all adjustments, consisting only of normal, recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the periods presented.
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, revenue and expenses as presented in the consolidated financial statements and accompanying notes. The Company’s critical accounting policies are those that affect the Company’s financial statements materially and involve difficult, subjective or complex judgments by management and include revenue recognition, stock-based compensation, inventory valuation, allowances for doubtful accounts, fair value measurements and impairments and accounting for income taxes. 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. Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results differ from the estimates made by management with respect to these and other items.
Reclassification
Certain prior year amounts have been reclassified to conform to the current year presentation. In fiscal 2012, the deferred income tax assets, non-current was offset by the deferred income tax liabilities, non-current in the Consolidated Balance Sheet. The amount for the prior period has been reclassified to be consistent with the current year presentation.
Foreign Currency Transactions
The functional currency of the Company’s foreign subsidiaries is predominantly the U.S. dollar. Accordingly, a significant portion of the Company’s monetary assets and liabilities of the foreign subsidiaries are re-measured into U.S. dollars at the exchange rates in effect at the reporting date, non-monetary assets and liabilities are translated at historical rates, and revenue and expenses are translated at average exchange rates in effect during each reporting period. The transaction gains and losses are included as a component of other income (expense), net in the accompanying Consolidated Statements of Comprehensive Income. Certain foreign subsidiaries designate the Euro as their functional currency. The assets and liabilities of these subsidiaries are translated to U.S. dollars using exchange rates in effect at the balance sheet dates. Translation adjustments were included in stockholders’ equity in the accompanying consolidated balance sheets as a component of accumulated other comprehensive income (loss).
The Company’s Irish subsidiary used the Euro as its functional currency. Consequently, all assets and liabilities were translated to U.S. dollars using exchange rates in effect at the balance sheet dates. Translation adjustments were included in stockholders’ equity in the accompanying consolidated balance sheets as a component of accumulated other comprehensive income (loss). As of May 1, 2012, the Company changed its operational strategy and determined that the Irish subsidiary will buy and sell in U.S dollars. Consequently, the Company changed its functional currency designation for the subsidiary from the Euro to U.S. dollars as of May 1, 2012. The cumulative translation adjustment of $1.6 million for the year ending July 31, 2012 is considered to be the basis in the assets of the Irish subsidiary and will remain as a component of accumulated other comprehensive income (loss) until such time as the Irish subsidiary is liquidated.
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Risks and Uncertainties
The Company is subject to all of the risks inherent in 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, customer acceptance of new products, 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, 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, operating results and financial position.
Fair Value of Financial Instruments
The Company measures its financial instruments at fair value or amounts that approximate fair value. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when developing fair value measurements. When available, the Company uses quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon models that use primarily market-based or independently-sourced market parameters. If market observable inputs for model-based valuation techniques are not available, the Company makes judgments about assumptions market participants would use in estimating the fair value of the financial instrument. Carrying values of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to the short-term nature and liquidity of these financial instruments.
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 are comprised of cash, sweep funds and money market funds. Due to the short-term nature and liquidity of these financial instruments, the carrying value of these assets 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, commercial paper and certificates of deposit 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 available-for-sale. 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.
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. If other-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 were other-than-temporarily impaired as of July 31, 2012 and 2011.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk include cash, cash equivalents, short-term investments and accounts receivable. The Company maintains its cash, cash equivalents and short-term investments with high credit quality financial institutions and has not experienced any losses on its deposits of its cash and cash equivalents and its short-term investments due to concentration of credit risk. The Company’s accounts receivable 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 conditions and generally requires no collateral from its customers. The Company maintains a provision for doubtful accounts based upon the expected collectability of accounts receivable, and to date such losses have been within management’s expectations. See Note 12 in these Notes to Consolidated Financial Statements for more details on significant customers.
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Allowance for Doubtful Accounts
The Company records an allowance for doubtful accounts based on historical experience and a detailed assessment of the collectability 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 its financial obligations, 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 operations relating to allowance for doubtful accounts were $0.1 million and $0.3 million for the fiscal years ended July 31, 2012 and 2010. The charges were less than $0.1 million for the fiscal year ended July 31, 2011.
Inventory
Inventory consists of hardware and related component parts and is stated at the lower of cost or market, which approximates actual cost, on a first-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 revenue and amounted to approximately $4.1 million, $2.6 million, and $2.9 million, for the fiscal years ended July 31, 2012, 2011, and 2010, 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, 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 net of accumulated depreciation. Property and equipment, excluding leasehold improvements, are depreciated using the straight-line method over the estimated useful lives of the respective assets, generally ranging from two to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the respective assets, or the original lease term. 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, under other income (expense), net. Disposals resulted in a loss of $0.5 million in for the fiscal year ended July 31, 2012 and zero in for the fiscal years ended July 31, 2011 and 2010. Expenditures for maintenance and repairs are expensed as incurred and significant improvements and betterments that substantially enhance the life of an asset are capitalized.
Intangible Assets
Intangible assets with finite lives are carried at cost, less accumulated amortization. Amortization is computed using the straight-line method over the estimated economic lives of the assets, which range from two to seven years.
Impairment of Long-lived Assets and Indefinite-lived Intangibles
Long-lived assets, including intangible assets with finite lives, 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 is based on the fair value of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value, which is typically calculated using discounted expected future cash flows. The Company did not recognize impairment charges in any of the periods presented.
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Indefinite-lived intangible assets, such as in-process research and development intangibles, are intangible assets that are not subject to amortization and are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of an indefinite-lived intangible asset with its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess. Once the research and development efforts are completed or abandoned, the Company shall determine the useful life of the assets and is required to perform an impairment test of the asset.
Goodwill
Goodwill represents the excess cost of a business acquisition over the fair value of the net assets acquired. The Company performs impairment testing on its goodwill at least annually, as of June 30th, and more frequently if indicators of impairment exist at the reporting unit level. The Company performs its impairment testing by first assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of its reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a two-step impairment test. The first step requires the identification of the reporting units and comparison of the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the second step of the impairment test is performed to compute the amount of the impairment. Under the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The Company has identified that it has only one reporting unit. There have been no impairments recorded in any of the periods presented.
Revenue Recognition
Total revenue is derived primarily from the sale of products and services, including professional services and support. The following revenue recognition policies define the manner in which the Company accounts for its sales transactions.
The Company recognizes revenue when all of the following have occurred: (1) the Company has entered into a legally binding arrangement with a customer; (2) delivery has occurred or the title and risk of loss has passed; (3) customer payment is deemed fixed or determinable and free of contingencies and significant uncertainties; and (4) collection is reasonably assured.
The Company’s fees are typically considered to be fixed or determinable at the inception of an arrangement, generally based on specific products and quantities to be delivered. Substantially all of the Company’s contracts do not include rights of return or acceptance provisions. To the extent that the Company’s agreements contain such terms, the Company recognizes revenue once the customer has accepted, or once the acceptance provisions or right of return lapses. Payment terms to customers generally range from net 30 to 60 days. In the event payment terms are provided that differs from the Company’s standard business practices, the fees are deemed to not be fixed or determinable and revenue is recognized when the payments are received, provided the remaining criteria for revenue recognition have been met.
The Company assesses the ability to collect from its customers based on a number of factors, including credit worthiness of the customer and past transaction history of the customer. If the customer is not deemed credit worthy, the Company defers revenue from the arrangement until payment is received and all other revenue recognition criteria have been met. The Company records estimated sales returns as a reduction to revenue 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.
Effective beginning of fiscal 2011, the Company adopted Accounting Standards Update (“ASU”) No. 2009-13, “Multiple Deliverable Revenue Arrangements” (“ASU 2009-13”). The Company’s current revenue recognition policies, which were applied in fiscal 2012 and fiscal 2011, provide that, when a sales arrangement contains multiple elements, such as hardware and software products, licenses and/or services, the Company allocates revenue to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor specific objective evidence (“VSOE”) of selling price if available, third party evidence (“TPE”) of selling price, if VSOE is not available, or best estimated selling price (“BESP”) if neither VSOE nor TPE is available. In multiple element arrangements where non-essential software deliverables are included, revenue for these multiple-element arrangements is allocated to the software deliverable and the non-software deliverables based on the relative selling prices of all of the deliverables in the arrangement using the hierarchy in the applicable accounting guidance. The Company limits the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services, future performance obligations or subject to customer-specified return or refund privileges.
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The Company establishes VSOE of selling price using the price charged for a deliverable based upon the normal pricing and discounting practices when sold separately. VSOE for support services is measured by the stand-alone renewal rate offered to the customer. In determining VSOE, the Company requires that a substantial majority of the selling prices for an element falls within a reasonably narrow pricing range, generally evidenced by a substantial majority of such historical stand-alone transactions falling within a reasonably narrow range of the median rates. In addition, the Company considers major service groups, geographies, customer classifications, and other variables in determining VSOE.
TPE of selling price is established by evaluating largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers. The Company is typically not able to determine TPE for the Company’s products or services. Generally, the Company’s go-to-market strategy differs from that of the Company’s peers and the Company’s offerings contain a significant level of differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine selling prices of competitor products and services on a stand-alone basis.
When the Company is unable to establish the selling price of its non-software elements using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. The Company determines BESP for a product or service by considering multiple factors including, but not limited to, cost of products, gross margin objectives, pricing practices, geographies, customer classes and distribution channels.
The Company regularly reviews estimated selling price of the product offerings and maintains internal controls over the establishment and updates of these estimates. There was no material impact to revenue recognized during the third quarter or first nine months of fiscal 2011, nor does the Company currently expect a material impact in the near term from changes in estimated selling prices, including VSOE of selling price.
For fiscal 2010, pursuant to the previous guidance for revenue arrangements with multiple deliverables prior to the adoption of ASU 2009-13, for a sales arrangement with multiple elements, the Company allocated revenue to each element based on its relative fair value, or for software, based on VSOE of fair value. In the absence of fair value for a delivered element, the Company first allocated revenue to the fair value of the undelivered elements and the residual revenue to the delivered elements. Where the fair value for an undelivered element could not be determined, the Company deferred revenue for the delivered elements until the undelivered elements were delivered or the fair value was determinable for the remaining undelivered elements. If the revenue for a delivered item was not recognized because it was not separable from the undelivered item, then the Company also deferred the cost of the delivered item. The Company limited the amount of revenue recognition for delivered elements to the amount that was not contingent on the future delivery of products or services, future performance obligations or subject to customer-specified return or refund privileges.
Products
Product revenue consists of revenue from sales of the Company’s hardware appliances and perpetual software licenses. The majority of the Company’s products are hardware appliances containing software components that function together to provide the essential functionality of the product. Therefore, the Company’s hardware appliances are considered non-software elements and are not subject to the industry-specific software revenue recognition guidance. For these appliances, delivery occurs upon transfer of title and risk of loss, which is generally upon shipment. It is the Company’s practice to ensure an end-user has been identified by the channel partner prior to shipment to a channel partner. For end-users and channel partners, the Company generally has no significant obligations for future performance such as rights of return or pricing credits.
For sales to direct end-users and certain channel partners, including value-added resellers (“VARs”), and original equipment manufacturers (“OEMs”), the Company recognizes product revenue upon delivery, assuming all other revenue recognition criteria are met. The Company also sells through value-added distributors (“VADs”). A significant portion of the Company’s sales are made through VADs under agreements allowing for stocking of the Company’s products in their inventory, pricing credits and limited rights of return for stock rotation. Product revenue on sales made through these VADs is initially deferred and revenue is recognized upon sell-through as reported by the VADs to the Company. The amount of inventory held by VADs pending a sale to an end customer was $4.8 million and $2.0 million as of July 31, 2012 and 2011.
The Company’s product revenue also includes revenue from the sale of stand-alone software products. Stand-alone software products may operate on the Company’s hardware appliance but are not considered essential to the functionality of the hardware. Sales of stand-alone software generally include a perpetual license to the Company’s software. For sales of stand-alone software, the Company recognizes revenue based on software revenue recognition guidance. Under the software revenue recognition guidance, the Company uses the residual method to recognize revenue when a product agreement includes one or more elements to be delivered at a future date and VSOE of the fair value of all undelivered elements exists. In the majority of the Company’s contracts, the only element that remains undelivered at the time of delivery of the product is support services. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the contract fee is recognized as product revenue. If evidence of the fair value of one or more undelivered elements does not exist, all revenue is generally deferred and recognized when delivery of those elements occurs or when fair value can be established. When only the undelivered element for which the Company does not have VSOE of selling price is support, revenue for the entire arrangement is bundled and recognized ratably over the support period.
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Services
Service revenue consists of revenue from support agreements, professional services, and training. Support services include repair and replacement of defective hardware appliances, software updates and access to technical support personnel. Software updates provide customers with rights to unspecified software product upgrades and to maintenance releases and patches released during the term of the support period. Revenue for support services is recognized on a straight-line basis over the service contract term, which is typically one to five years. Revenue for professional services is recognized upon delivery or completion of performance. Professional service arrangements are typically short-term in nature and are largely completed within 90 days from the start of service. Revenue for training services is recognized upon delivery of the training. Costs associated with these service offerings are expensed as incurred.
Post-contractual services (“PCS”) that the Company provides to its channel partners differ from PCS that it 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 to the end customer first level troubleshooting assistance as well as second level support for high-level technical and product diagnosis which might include returned merchandise fulfillment. The Company’s obligations are only to provide software upgrades and, in the unusual scenario in which the channel partner is unable to provide the technical support that the end customer requires, a third level technical diagnosis and support.
Ratable product and related professional services and support
Certain revenue arrangements prior to the second quarter of fiscal 2006 and those acquired through business combinations where the Company was not able to establish VSOE on prior services and support offerings are recognized ratably over the support period.
Shipping and Handling
Shipping charges billed to customers are included in product revenue and the related shipping costs are included in cost of product revenue.
Research and Development Expenses
Research and development expenditures are charged to operations as incurred and consist primarily of compensation costs, including stock-based 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.
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 revenue to total projected product revenue, 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 measures and recognizes compensation expense for all stock-based awards made to employees and non-employees under the fair value method. The Company’s stock-based awards include stock options, restricted stock units and awards, employee stock purchase plan, and performance-based awards. The Company calculates the fair value of restricted stock and performance-based awards which are paid in restricted stock, based on the fair market value of its common 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.
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Income Taxes
The Company uses the asset and liability method of 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 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.
As a result of the Company’s increasing profitability in fiscal 2011 and expectations for continued profits going forward, the Company determined that it is more likely than not that future profitability will be sufficient to realize deferred income tax assets. In addition, the Company has determined there will be sufficient California taxable income such that it is more likely than not the California research credits available as of fiscal year 2011 would be realizable in the near future. The Company will continue to assess whether a valuation allowance is necessary for any future California research credits generated. In accordance with Accounting Standards Codification Topic 740, “Income Taxes” (“ASC 740”) and related literature, the Company released a majority of its valuation allowances against its deferred income tax assets in the fourth quarter of fiscal 2011. Net income for fiscal 2011 includes a discrete tax benefit of $72.8 million which was largely attributed to the release of the Company’s valuation allowances and the recording of the associated net deferred tax assets on its balance sheet. The Company continues to maintain $0.1 million valuation allowance against a portion of its foreign net operating loss deferred tax assets.
Income tax contingencies are accounted for 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. As of July 31, 2012, the Company had $12.1 million of unrecognized tax benefits which, if recognized, will have an effect on the Company’s effective tax rate.
The Company is subject to audits and examinations of tax returns by tax authorities in various jurisdictions, including the Internal Revenue Service. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of the provision for income taxes.
Comprehensive Income (Loss)
Comprehensive income (loss) consists of other comprehensive income (loss) and net income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under generally accepted accounting principles are recorded as an element of shareholders’ equity but are excluded from net income (loss). Other comprehensive income (loss) consists of foreign currency translation loss and unrealized investment gains and losses from available-for-sale securities, net of tax.
Recent Accounting Pronouncements
Accounting Standards Adopted During Fiscal Year 2012
In May 2011, the FASB issued ASU No. 2011-04,Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (Topic 820) — Fair Value Measurement (“ASU 2011-04”), to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements (as defined in Note 6 “Fair Value Measurements”). The Company applied this standard in the third quarter of fiscal 2012, and it had no material impact on the Company’s consolidated financial statements.
In June 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-05,Comprehensive Income (Topic 220) — Presentation of Comprehensive Income (“ASU 2011-05”), to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. The Company adopted this standard in the third quarter of fiscal 2012 by presenting other comprehensive income as a single continuous statement included in the Consolidated Statements of Comprehensive Income. This adoption did not have an impact on the Company’s financial position, results of operations or cash flows.
In September 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-08,Intangibles—Goodwill and Other (Topic 350)—Testing Goodwill for Impairment (“ASU 2011-08”), to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company early adopted ASU 2011-08 in the fourth quarter of fiscal 2012. This adoption did not have an impact on the Company’s financial position, results of operations or cash flows.
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New Accounting Standards Not Yet Adopted
In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02,Intangibles—Goodwill and Other (Topic 350)— Testing Indefinite-Lived Intangible Assets for Impairment(“ASU 2012-02”), to simplify how entities, both public and nonpublic, test indefinite-lived intangible assets for impairment. ASU 2012-02 is effective for annual and interim impairment tests performed fiscal years beginning after September 15, 2012. Early adoption is permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2012-12 on its Consolidated Financial Statements.
2. Business Combinations
The Company completed two business combinations during fiscal 2012. A summary of the allocation of the total purchase consideration is presented for each of the business combinations as follows:
Avenda Systems
On November 30, 2011, the Company acquired Avenda Systems (“Avenda”), a leading developer of network security solutions. The results of Avenda’s operations have been included in the Consolidated Financial Statements since the acquisition date. The tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition date.
The purchase price consisted of the following (in thousands, except share and per share data):
| | | | |
Cash | | $ | 23,475 | |
Stock (526,996 shares at $22.77 per share) | | | 12,000 | |
| | | | |
Total consideration | | $ | 35,475 | |
| | | | |
In addition, the Company agreed to incremental cash payments of up to approximately $6.0 million to Avenda’s former employees who became the Company’s employees, which will be made over a period of up to two years from the closing date, subject to certain continued employment restrictions. Approximately $3.0 million of the incremental payments was paid immediately after the acquisition date and was included in the purchase price allocation. The remaining balance of approximately $3.0 million was excluded from the purchase price allocation and will be recorded as compensation expense over the service period through November 2013.
The purchase price was allocated to the assets acquired and liabilities assumed based on management’s estimates of their fair values on the acquisition date. The excess of the purchase consideration over the fair value of the net assets acquired was allocated to goodwill. Goodwill is not being amortized but reviewed annually for impairment or more frequently if impairment indicators arise. In part, goodwill reflected the benefits the Company expected to realize from the enhancement of Avenda’s solutions to its MOVE architecture, making it simpler and more secure for enterprises to transition to mobile computing and cloud-based applications.
The following table summarizes the purchase price allocation:
| | | | | | |
Cash and cash equivalents | | $ | 2,389 | | | |
Other Assets | | | 275 | | | |
| | | | | | |
Total tangible assets acquired | | | 2,664 | | | |
| | |
| | | | | | Estimated
Useful Lives |
Amortizable intangible assets: | | | | | | |
Existing technology | | | 12,800 | | | 4 to 7 years |
Customer contracts | | | 300 | | | 5 years |
Goodwill | | | 23,604 | | | |
| | | | | | |
Total assets acquired | | | 39,368 | | | |
Liabilities assumed | | | (1,784 | ) | | |
Deferred tax liability | | | (2,109 | ) | | |
| | | | | | |
Total | | $ | 35,475 | | | |
| | | | | | |
The purchased intangible assets have a weighted average useful life of 5.8 years from the date of the acquisition.
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The Company expensed $0.1 million of acquisition-related costs incurred as general and administrative expenses in the Consolidated Statements of Comprehensive Income in the period the expense was incurred.
Other Acquisition
On May 23, 2012, the Company acquired a software development company to accelerate the Company’s ClearPass portfolio. Pursuant to the terms of the purchase agreement, the total purchase price was approximately $1.4 million in cash, of which $0.3 million was placed in escrow to secure the Company’s indemnification rights under the Agreement.
The following table summarizes the estimated fair value of assets acquired and liabilities assumed as of the Closing Date (in thousands):
| | | | | | | | |
| | | | | | Estimated
Useful Lives | |
Amortizable intangible assets: | | | | | | | | |
Non-compete agreement | | $ | 100 | | | | 4 years | |
In-process research and development | | | 1,200 | | | | | |
Goodwill | | | 200 | | | | | |
| | | | | | | | |
Total assets acquired | | | 1,500 | | | | | |
Liabilities assumed | | | (81 | ) | | | | |
| | | | | | | | |
Total | | $ | 1,419 | | | | | |
| | | | | | | | |
A portion of the purchase price was allocated to in-process research and development (“IPR&D”). The in-process technology represents software that will accelerate the Company’s ClearPass portfolio. The IPR&D was identified and valued through an analysis of data provided by the wireless technology company concerning existing technologies, in-process technologies and future technologies. The Discounted Cashflow Model, which is based on the present value of projected free cash flow, was used to estimate the fair value of this intangible asset. IPR&D is tested annually for impairment, unless a triggering event indicates a possible impairment. There were no indicators of impairment during the years ended July 31, 2012, 2011 and 2010. In addition, the Company agreed to an incremental cash payment and stock awards totaling approximately $4.0 million, subject to certain vesting conditions and continued employment restrictions. The incremental cash payment and stock awards will be recorded as compensation expense over the service period through November 2013.
Based on the evaluation of the significance of this acquisition and the Avenda acquisition, individually and in the aggregate, the Company determined that the acquisition does not meet the conditions needed to file separate financial statements and related pro-forma financial statements.
Fiscal Year 2011 Business Combinations
On September 2, 2010, the Company completed its acquisition of Azalea Networks (“Azalea”) for a total purchase price of $42.0 million. Azalea is a leading supplier of outdoor mesh networks and includes an operations center in Beijing, China which complemented the Company’s existing research and development centers. The results of Azalea’s operations have been included in the Consolidated Financial Statements since the acquisition date. The tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition date.
The purchase price consisted of the following (in thousands, except share and per share data):
| | | | |
Stock (1,524,517 shares at $18.82 per share) | | $ | 28,691 | |
Cash | | | 1,808 | |
Contingent rights | | | 9,486 | |
Advance on purchase price | | | 2,000 | |
| | | | |
Total consideration | | $ | 41,985 | |
| | | | |
Goodwill is not being amortized but reviewed annually for impairment or more frequently if impairment indicators arise. In part, goodwill reflected the competitive advantages the Company expected to realize from Azalea’s standing in the China service provider industry as well as Azalea’s product differentiation.
The following table summarizes the purchase price allocation (in thousands, except estimated useful lives).
| | | | |
Cash and cash equivalents | | $ | 550 | |
Accounts receivable | | | 2,525 | |
Inventory | | | 1,794 | |
Prepaids and other assets | | | 331 | |
Property and equipment | | | 265 | |
| | | | |
Total tangible assets acquired | | | 5,465 | |
69
| | | | | | | | |
| | | | | | Estimated
Useful Lives | |
Amortizable intangible assets: | | | | | | | | |
Existing technology | | | 11,800 | | | | 5 years | |
Patents/core technology | | | 2,300 | | | | 6 years | |
Customer contracts | | | 1,800 | | | | 6 years | |
Tradenames/trademarks | | | 100 | | | | 1 year | |
Non-compete agreements | | | 100 | | | | 2 years | |
In-process research and development | | | 900 | | | | | |
Goodwill | | | 24,842 | | | | | |
| | | | | | | | |
Total assets acquired | | | 47,307 | | | | | |
Liabilities | | | (5,322 | ) | | | | |
| | | | | | | | |
Total liabilities assumed | | | (5,322 | ) | | | | |
| | | | | | | | |
Total | | $ | 41,985 | | | | | |
| | | | | | | | |
The purchased intangible assets have a weighted average useful life of 5.2 years from the date of the acquisition.
A portion of the purchase price was allocated to developed product technology and in-process research and development (“IPR&D”). They were identified and valued through an analysis of data provided by Azalea concerning developmental products, their stage of development, the time and resources needed to complete them, target markets, their expected income generating ability and associated risks. The Income Approach, which is based on the premise that the value of an asset is the present value of its future earning capacity, was the primary valuation technique employed. A discount rate of 16% was applied to developed product technology and IPR&D. The Company recognizes IPR&D at fair value as of the acquisition date, and subsequently accounts for it as an indefinite-lived intangible asset until completion or abandonment of the associated research and development efforts. IPR&D is tested annually for impairment unless a triggering event indicates a possible impairment.
Developed product technology, which includes products that are already technologically feasible, is primarily comprised of a portfolio of outdoor mesh routers. Developmental projects that had not reached technological feasibility are recognized as identifiable intangible assets. The principal project at the acquisition date relates to developing multi-radio outdoor mesh routers for the core network for even the largest enterprises. This technology would enable faster internet access for higher throughput performance, covering greater distances for both mesh and video networks. The Company substantially completed the work by the end of fiscal 2012.
The Company expensed $0.7 million of acquisition-related costs incurred as general and administrative expenses in the Consolidated Statements of Comprehensive Income in the period the expense was incurred.
Based on its evaluation of the materiality of Azalea’s stand-alone financial statements to the Consolidated Financial Statements of Aruba Networks taken as a whole, the Company determined that the acquisition does not meet the requirements needed to disclose pro forma financial statements for the acquisition.
On November 19, 2010, the Company entered into an agreement with Amigopod, pursuant to which Aruba acquired substantially all of the assets of Amigopod. The acquisition was completed on December 3, 2010. The total consideration was $3.0 million and resulted in additional goodwill of $0.6 million.
Contingent Rights Liability
Contingent rights were issued to each Azalea shareholder as part of the purchase consideration. For each share received, the Azalea shareholder also received a right to receive an amount of cash equal to the shortfall generated if a share is sold below the target value within the payment period, as specified in the arrangement. For shares not held in escrow, the payment period begins August 1, 2011 and ended on December 31, 2011. The rights related to these shares were subsequently converted to shares after this period. For shares held in escrow, the period for making escrow claims expired on April 1, 2012. The Company made claims against all of the escrow shares prior to the claim period expiration, and currently the escrow shares remain in escrow pending the resolution of the Company’s claims. The rights related to the escrow shares are subject to forfeiture in certain circumstances. At the acquisition date, the Company recorded a liability for the estimated fair value of the contingent rights of $9.5 million.
70
The change in fair value from the acquisition date to July 31, 2012 was primarily driven by changes in the Company’s common stock price, the approaching settlement date and the claim activities that have taken place. Gains and losses on the re-measurement of the contingent rights liability are included in other income (expense), net. As the fair value of the contingent rights liability will largely be determined based on the Company’s closing stock price as of future fiscal period-ends, it is not possible to determine a probable range of possible outcomes of the valuation of the contingent rights liability. However, as of July 31, 2012, the maximum contingent rights liability will be no more than $1.7 million related to the shares still held in escrow, as defined in the acquisition agreement.
3. Goodwill and Intangible Assets
Changes in the carrying amount of the Company’s goodwill are as follows:
| | | | |
| | | Amount | |
| | | (in thousands) | |
As of July 31, 2011 | | $ | 33,143 | |
Goodwill acquired in acquisitions | | | 23,804 | |
| | | | |
As of July 31, 2012 | | $ | 56,947 | |
| | | | |
The Company’s purchased intangible assets associated with completed acquisitions are composed of:
| | | | | | | | | | | | | | | | |
| | | Estimated
Useful Lives | | | Gross
Value | | | Accumulated
Amortization | | | Net
Value | |
| | | (In thousands, except estimated useful lives) | |
As of July 31, 2012 | | | | | | | | | | | | | | | | |
Existing technology | | | 2 to 7 years | | | $ | 35,183 | | | $ | (15,931 | ) | | $ | 19,252 | |
Patents/core technology | | | 4 to 6 years | | | | 6,806 | | | | (4,041 | ) | | | 2,765 | |
Customer contracts | | | 6 to 7 years | | | | 7,233 | | | | (4,321 | ) | | | 2,912 | |
Support agreements | | | 5 to 6 years | | | | 2,917 | | | | (2,425 | ) | | | 492 | |
Tradenames/trademarks | | | 1 to 5 years | | | | 750 | | | | (673 | ) | | | 77 | |
Non-compete agreements | | | 2 years | | | | 912 | | | | (814 | ) | | | 98 | |
| | | | | | | | | | | | | | | | |
Sub-total | | | | | | $ | 53,801 | | | $ | (28,205 | ) | | $ | 25,596 | |
In-process research and development | | | | (a) | | | 1,440 | | | | — | | | | 1,440 | |
| | | | | | | | | | | | | | | | |
Total | | | | | | $ | 55,241 | | | $ | (28,205 | ) | | $ | 27,036 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | Estimated
Useful Lives | | | Gross
Value | | | Accumulated
Amortization | | | Net
Value | |
| | | (In thousands, except estimated useful lives) | |
As of July 31, 2011 | | | | | | | | | | | | | | | | |
Existing technology | | | 4 to 5 years | | | $ | 22,383 | | | $ | (10,595 | ) | | $ | 11,788 | |
Patents/core technology | | | 4 to 6 years | | | | 6,026 | | | | (3,110 | ) | | | 2,916 | |
Customer contracts | | | 6 to 7 years | | | | 6,933 | | | | (3,137 | ) | | | 3,796 | |
Support agreements | | | 5 to 6 years | | | | 2,917 | | | | (1,849 | ) | | | 1,068 | |
Tradenames/trademarks | | | 1 to 5 years | | | | 750 | | | | (529 | ) | | | 221 | |
Non-compete agreements | | | 2 years | | | | 812 | | | | (758 | ) | | | 54 | |
| | | | | | | | | | | | | | | | |
Sub-total | | | | | | $ | 39,821 | | | $ | (19,978 | ) | | $ | 19,843 | |
In-process research and development | | | | (a) | | | 1,020 | | | | — | | | | 1,020 | |
| | | | | | | | | | | | | | | | |
Total | | | | | | $ | 40,841 | | | $ | (19,978 | ) | | $ | 20,863 | |
| | | | | | | | | | | | | | | | |
| (a) | In-process research and development is accounted for as an indefinite-lived intangible asset until completion or abandonment of the associated research and development efforts. During fiscal 2012, the Company acquired additional in-process research and development technology of $1.2 million. It also completed certain development projects and transferred $0.8 million in-process research and development costs to the existing technology category. |
71
Amortization expense is recorded in the Consolidated Statements of Comprehensive Income under the following:
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands) | |
Cost of product revenues | | $ | 5,875 | | | $ | 5,852 | | | $ | 3,082 | |
Cost of professional services and support revenues | | | 540 | | | | 540 | | | | 540 | |
Sales and marketing | | | 1,812 | | | | 1,432 | | | | 1,182 | |
| | | | | | | | | | | | |
Total amortization expense | | $ | 8,227 | | | $ | 7,824 | | | $ | 4,804 | |
| | | | | | | | | | | | |
The estimated future amortization expense of purchased intangible assets as of July 31, 2012 is as follows:
| | | | |
| | | Amount | |
| | | (In thousands) | |
Years ending July 31, | | | | |
2013 | | $ | 7,419 | |
2014 | | | 6,712 | |
2015 | | | 5,939 | |
2016 | | | 2,806 | |
2017 | | | 1,221 | |
Thereafter | | | 1,499 | |
| | | | |
Total | | $ | 25,596 | |
| | | | |
4. Net Income (Loss) Per Common Share
Basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by giving effect to all potentially dilutive common shares, including stock options and awards, unless the result is anti-dilutive. The following tables set forth the computation of net income (loss) per share:
| | | | | | | | | | | | |
| | | Years ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands, except per share data) | |
Net income (loss) | | $ | (8,851 | ) | | $ | 70,688 | | | $ | (33,998 | ) |
| | | | | | | | | | | | |
Weighted-average common shares outstanding - basic | | | 108,774 | | | | 100,299 | | | | 89,978 | |
Dilutive effect of employee stock plans | | | — | | | | 16,818 | | | | — | |
| | | | | | | | | | | | |
Weighted-average common shares outstanding - diluted | | | 108,774 | | | | 117,117 | | | | 89,978 | |
| | | |
Net income (loss) per share - basic | | $ | (0.08 | ) | | $ | 0.70 | | | $ | (0.38 | ) |
| | | | | | | | | | | | |
Net income (loss) per share - diluted | | $ | (0.08 | ) | | $ | 0.60 | | | $ | (0.38 | ) |
| | | | | | | | | | | | |
The following outstanding options and restricted stock awards were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have had an anti-dilutive effect
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (In thousands) | |
Options to purchase common stock | | | 2,054 | | | | 1,279 | | | | 4,072 | |
Restricted stock awards | | | 2,779 | | | | 227 | | | | 175 | |
Contingently issuable shares | | | 591 | | | | — | | | | — | |
72
5. Short-Term Investments
Short-term investments consist of the following:
| | | | | | | | | | | | | | | | |
| | | Cost
Basis | | | Gross
Unrealized
Gains | | | Gross
Unrealized
Losses | | | Fair
Value | |
| | | (In thousands) | |
As of July 31, 2012 | | | | | | | | | | | | | | | | |
Corporate bonds and notes | | $ | 47,011 | | | $ | 118 | | | $ | (1 | ) | | $ | 47,128 | |
U.S. government agency securities | | | 105,358 | | | | 79 | | | | (8 | ) | | | 105,429 | |
U.S. treasury bills | | | 43,896 | | | | 34 | | | | — | | | | 43,930 | |
Commercial paper | | | 7,280 | | | | 2 | | | | — | | | | 7,282 | |
Certificates of deposit | | | 8,805 | | | | 27 | | | | — | | | | 8,832 | |
| | | | | | | | | | | | | | | | |
Total short-term investments | | $ | 212,350 | | | $ | 260 | | | $ | (9 | ) | | $ | 212,601 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | Cost
Basis | | | Gross
Unrealized
Gains | | | Gross
Unrealized
Losses | | | Fair
Value | |
| | | (In thousands) | |
As of July 31, 2011 | | | | | | | | | | | | | | | | |
Corporate bonds and notes | | $ | 41,912 | | | $ | 118 | | | $ | (10 | ) | | $ | 42,020 | |
U.S. government agency securities | | | 40,824 | | | | 33 | | | | (7 | ) | | | 40,850 | |
U.S. treasury bills | | | 57,026 | | | | 72 | | | | (5 | ) | | | 57,093 | |
Commercial paper | | | 5,590 | | | | 2 | | | | — | | | | 5,592 | |
Certificates of deposit | | | 7,618 | | | | 12 | | | | — | | | | 7,630 | |
| | | | | | | | | | | | | | | | |
Total short-term investments | | $ | 152,970 | | | $ | 237 | | | $ | (22 | ) | | $ | 153,185 | |
| | | | | | | | | | | | | | | | |
The cost basis and fair value of debt securities by contractual maturity are presented below:
| | | | | | | | |
| | | Cost
Basis | | | Fair
Value | |
| | | (In thousands) | |
As of July 31, 2012 | | | | | | | | |
One year or less | | $ | 102,676 | | | $ | 102,794 | |
One to two years | | | 109,676 | | | | 109,807 | |
| | | | | | | | |
Total short-term investments | | $ | 212,352 | | | $ | 212,601 | |
| | | | | | | | |
| | | | | | | | |
| | | Cost
Basis | | | Fair
Value | |
| | | (In thousands) | |
As of July 31, 2011 | | | | | | | | |
One year or less | | $ | 60,255 | | | $ | 60,358 | |
One to two years | | | 92,715 | | | | 92,827 | |
| | | | | | | | |
Total short-term investments | | $ | 152,970 | | | $ | 153,185 | |
| | | | | | | | |
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. The Company determined that there were no investments in its portfolio, related to credit losses or otherwise, that were other-than temporarily impaired during fiscal 2012, 2011, and 2010.
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
Value | | | Unrealized
Loss | |
| | | (In thousands) | |
As of July 31, 2012 | | | | | | | | |
Corporate bonds and notes | | $ | 3,922 | | | $ | (1 | ) |
U.S. government agency securities | | | 44,026 | | | | (8 | ) |
| | | | | | | | |
| | $ | 47,948 | | | $ | (9 | ) |
| | | | | | | | |
73
| | | | | | | | |
| | | Less Than 12 Months | |
| | | Fair
Value | | | Unrealized
Loss | |
| | | (In thousands) | |
As of July 31, 2011 | | | | | | | | |
Corporate bonds and notes | | $ | 6,264 | | | $ | (10 | ) |
U.S. government agency securities | | | 11,576 | | | | (7 | ) |
U.S. treasury bill | | | 10,029 | | | | (5 | ) |
| | | | | | | | |
| | $ | 27,869 | | | $ | (22 | ) |
| | | | | | | | |
There were no short-term investments in a continuous unrealized loss position for more than 12 months as of July 31, 2012 and 2011.
6. Fair Value of Financial Instruments
Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.
The Company determines the fair values of its financial instruments based on a three-level fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
Level 3 — Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Such unobservable inputs include an estimated discount rate used in our discounted present value analysis of future cash flows, which reflects our estimate of debt with similar terms in the current credit markets. As there is currently minimal activity in such markets, the actual rate could be materially different.
Cash and cash equivalents consist primarily of bank deposits with third-party financial institutions and highly liquid money market securities with original maturities at date of purchase of 90 days or less and are stated at cost which approximates fair value.
Short-term investments are recorded at fair value, defined 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.
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 and U.S. treasury bills.
Level 2 securities are valued using quoted market prices for similar instruments, nonbinding market prices that are corroborated by observable market data, or discounted cash flow techniques and include the Company’s investments in certain corporate bonds and notes, U.S. government agency securities, 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 classified its contingent rights liability as a Level 3 liability. This liability was estimated using a lattice model and was based on significant inputs not observable in the market and thus represented a Level 3 instrument. 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 inputs included:
| | • | | common stock price as of the valuation date; |
| | • | | strike price of the contingent right; |
74
| | • | | maximum payoff per share; |
| | • | | number of shares held in and outside of escrow; |
| | • | | historical volatility of the Company’s common stock price based on weekly stock price returns; and |
| | • | | risk-free rate interpolated from the Constant Maturity Treasury Rate. |
The change in fair value from the acquisition date of Azalea on September 2, 2010 to July 31, 2012 was primarily driven by changes in the Company’s common stock price, the approaching settlement date and the claim activities that have taken place. Gains and losses on the re-measurement of the contingent rights liability are included in other income (expense), net.
As the fair value of the contingent rights liability will largely be determined based on the Company’s closing common stock price as of future fiscal period-ends, it is not possible to determine a probable range of possible outcomes of the valuation of the contingent rights liability. As of July 31, 2012, the maximum contingent rights liability will be no more than $1.7 million related to the shares still held in escrow, as defined in the acquisition agreement.
The fair value measurements of the Company’s cash, cash equivalents and short-term investments consisted of the following:
| | | | | | | | | | | | | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
As of July 31, 2012 | | | | | | | | |
Assets | | | | | | | | | | | | | | | | |
Corporate bonds and notes | | $ | — | | | $ | 47,128 | | | $ | — | | | $ | 47,128 | |
U.S. government agency securities | | | — | | | | 105,429 | | | | — | | | | 105,429 | |
U.S. treasury bills | | | — | | |
| 43,930
|
| | | — | | | | 43,930 | |
Commercial paper | | | — | | | | 7,282 | | | | — | | | | 7,282 | |
Money market funds | | | 3,843 | | | | — | | | | — | | | | 3,843 | |
| | | | | | | | | | | | | | | | |
Total cash equivalents and short-term investments | | $ | 3,843 | | | $ | 203,769 | | | $ | — | | | $ | 207,612 | |
Certificates of deposit | | | 8,832 | | | | — | | | | — | | | | 8,832 | |
Cash deposits with third-party financial institutions | | | 129,786 | | | | — | | | | — | | | | 129,786 | |
| | | | | | | | | | | | | | | | |
Total assets measured and recorded at fair value | | $ | 142,461 | | | $ | 159,839 | | | $ | — | | | $ | 346,230 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Contingent rights liability related to the Azalea acquisition | | $ | — | | | $ | — | | | $ | 1,665 | | | $ | 1,665 | |
| | | | | | | | | | | | | | | | |
Total liabilities measured and recorded at fair value | | $ | — | | | $ | — | | | $ | 1,665 | | | $ | 1,665 | |
| | | | | | | | | | | | | | | | |
There were no transfers between the three levels during fiscal 2012.
| | | | | | | | | | | | | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
As of July 31, 2011 | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | |
Corporate bonds and notes | | $ | — | | | $ | 42,020 | | | $ | — | | | $ | 42,020 | |
U.S. government agency securities | | | — | | | | 40,850 | | | | — | | | | 40,850 | |
U.S. treasury bills | |
| —
|
| |
| 57,093
|
| | | — | | | | 57,093 | |
Commercial paper | | | — | | | | 5,592 | | | | — | | | | 5,592 | |
Money market funds | | | 16,722 | | | | — | | | | — | | | | 16,722 | |
| | | | | | | | | | | | | | | | |
Total cash equivalents and short-term investments | | $ | 16,722 | | | $ | 145,555 | | | $ | — | | | | 162,277 | |
Certificates of deposit | | | 7,630 | | | | — | | | | — | | | | 7,630 | |
Cash deposits with third-party financial institutions | | | 64,051 | | | | — | | | | — | | | | 64,051 | |
| | | | | | | | | | | | | | | | |
Total assets measured and recorded at fair value | | $ | 88,403 | | | $ | 145,555 | | | $ | — | | | $ | 233,958 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Contingent rights liability related to the Azalea acquisition | | $ | — | | | $ | — | | | $ | 5,888 | | | $ | 5,888 | |
| | | | | | | | | | | | | | | | |
Total liabilities measured and recorded at fair value | | $ | — | | | $ | — | | | $ | 5,888 | | | $ | 5,888 | |
| | | | | | | | | | | | | | | | |
75
The following table represents the change in the contingent rights liability related to the Azalea acquisition (see Note 2 “Business Combinations” for more information regarding the contingent liability):
| | | | |
| | | Level 3
Amount | |
| | | (in thousands) | |
Balance as of July 31, 2010 | | $ | — | |
Acquisition date fair value measurement | | | 9,486 | |
Adjustments to fair value | | | (3,598 | ) |
| | | | |
Balance as of July 31, 2011 | | | 5,888 | |
Shares settlement | | | (1,905 | ) |
Adjustments to fair value | | | (2,318 | ) |
| | | | |
Balance as of July 31, 2012 | | $ | 1,665 | |
| | | | |
For the year ended July 31, 2012 and 2011, the Company recorded other income of $2.3 million and $3.6 million due to the revaluation of the contingent liability.
The fair values of accounts receivable, accounts payable, and accrued liabilities approximates their carrying values because of their short-term nature.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
As of July 31, 2012 and 2011, the Company had no assets or liabilities measured at fair value on a non-recurring basis.
7. Balance Sheet Components
The following tables provide details of selected balance sheet items:
| | | | | | | | |
| | | July 31,
2012 | | | July 31,
2011 | |
| | | (in thousands) | |
Inventory | | | | | | | | |
Raw materials | | $ | 269 | | | $ | 259 | |
Finished goods | | | 21,933 | | | | 29,636 | |
| | | | | | | | |
Total | | $ | 22,202 | | | $ | 29,895 | |
| | | | | | | | |
| | | | | | | | |
| | | July 31,
2012 | | | July 31,
2011 | |
| | | (in thousands) | |
Accrued Liabilities | | | | | | | | |
Compensation and benefits | | $ | 20,054 | | | $ | 21,618 | |
Inventory | | | 14,697 | | | | 16,704 | |
Marketing | | | 15,191 | | | | 10,294 | |
Contingent rights | | | 1,665 | | | | 5,888 | |
Other | | | 15,465 | | | | 6,957 | |
| | | | | | | | |
Total | | $ | 67,072 | | | $ | 61,461 | |
| | | | | | | | |
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8. Property and Equipment, Net
Property and equipment, net consists of the following:
| | | | | | | | | | | | |
| | | Estimated | | | July 31, | | | July 31, | |
| | | Useful Lives | | | 2012 | | | 2011 | |
| | | (in thousands, except estimated useful lives) | |
Computer equipment | | | 2 years | | | $ | 16,893 | | | $ | 13,613 | |
Computer software | | | 2 to 5 years | | | | 7,560 | | | | 6,134 | |
Machinery and equipment | | | 2 years | | | | 19,965 | | | | 13,051 | |
Furniture and fixtures | | | 5 years | | | | 3,952 | | | | 3,590 | |
Leasehold improvements | | | 1 to 6 years | | | | 4,847 | | | | 2,844 | |
| | | | | | | | | | | | |
Total property and equipment, gross | | | | | | | 53,217 | | | | 39,232 | |
Less: Accumulated depreciation | | | | | | | (33,316 | ) | | | (24,460 | ) |
| | | | | | | | | | | | |
Total property and equipment, net | | | | | | $ | 19,901 | | | $ | 14,772 | |
| | | | | | | | | | | | |
Depreciation expense totaled $10.9 million, $7.2 million, and $5.3 million, for the fiscal years ended July 31, 2012, 2011, and 2010 respectively.
9. Deferred Revenue
Deferred revenue consists of the following:
| | | | | | | | |
| | | July 31, | | | July 31, | |
| | | 2012 | | | 2011 | |
| | | (in thousands) | |
Product | | $ | 28,215 | | | $ | 14,356 | |
Professional services and support | | | 51,560 | | | | 39,640 | |
Ratable product and related services and support | | | 827 | | | | 455 | |
| | | | | | | | |
Total deferred revenue, current | | | 80,602 | | | | 54,451 | |
Professional services and support, non-current | | | 21,817 | | | | 13,787 | |
Ratable product and related services and support, non-current | | | 558 | | | | 213 | |
| | | | | | | | |
Total deferred revenue, non-current | | | 22,375 | | | | 14,000 | |
| | | | | | | | |
Total deferred revenue | | $ | 102,977 | | | $ | 68,451 | |
| | | | | | | | |
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, typically one to five years.
Deferred ratable product and related services and support revenue are composed of certain revenue arrangements entered prior to the second quarter of fiscal 2006, and certain legacy Azalea transactions shipped prior to the acquisition, where the company was not able to establish VSOE on prior services and support offerings and had to recognize revenue ratably over the support period. The increase in deferred ratable product and related services and support is due to cash receipts subsequent to the acquisition of Azalea.
10. Income Taxes
Income (loss) before income tax provision consists of the following:
| | | | | | | | | | | | |
| | | Years ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands) | |
Domestic | | $ | 54,116 | | | $ | 25 | | | $ | (36,628 | ) |
International | | | (40,556 | ) | | | (972 | ) | | | 3,358 | |
| | | | | | | | | | | | |
Income (loss) before provision for income taxes | | $ | 13,560 | | | $ | (947 | ) | | $ | (33,270 | ) |
| | | | | | | | | | | | |
77
The components of the provision for (benefit from) income taxes are as follows:
| | | | | | | | | | | | |
| | | Years ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands) | |
Current | | | | | | | | | | | | |
Federal | | $ | 2,499 | | | $ | (126 | ) | | $ | (283 | ) |
State | | | 3,670 | | | | 99 | | | | 231 | |
Foreign | | | 2,688 | | | | 1,241 | | | | 874 | |
| | | | | | | | | | | | |
Total current provision for income taxes | | | 8,857 | | | | 1,214 | | | | 822 | |
| | | |
Deferred | | | | | | | | | | | | |
Federal | | | 17,508 | | | | (59,614 | ) | | | (85 | ) |
State | | | (3,563 | ) | | | (12,428 | ) | | | (9 | ) |
Foreign | | | (391 | ) | | | (806 | ) | | | — | |
| | | | | | | | | | | | |
Total deferred provision for income taxes | | | 13,554 | | | | (72,848 | ) | | | (94 | ) |
| | | |
Total provision for (benefit from) income taxes | | $ | 22,411 | | | $ | (71,634 | ) | | $ | 728 | |
| | | | | | | | | | | | |
The deferred income tax provision for (benefit from) for fiscal years 2012, 2011, and 2010, requires, in certain circumstances, items reported in accumulated other comprehensive income (loss) to be considered in the realization of the tax benefit associated with a net income (loss). The specific circumstance relates to pre-tax other accumulated comprehensive income (loss) related to the Company’s available-for-sale securities, and as a result, the Company recorded a deferred income tax liability of less than $0.1 million for fiscal 2012 and 2011.
78
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows:
| | | | | | | | |
| | | As of July 31, | |
| | | 2012 | | | 2011 | |
| | | (in thousands) | |
Deferred tax assets | | | | | | | | |
Current | | | | | | | | |
Net operating loss carryforwards | | $ | 5,557 | | | $ | 24,295 | |
Capital loss | | | 69 | | | | 75 | |
Research and development credits | | | — | | | | 6,255 | |
Stock based compensation | | | 14,213 | | | | 13,989 | |
Accruals and reserves | | | 14,832 | | | | 9,004 | |
| | | | | | | | |
Total deferred tax assets | | | 34,671 | | | | 53,618 | |
Valuation allowance | | | (87 | ) | | | (235 | ) |
Unrealized loss in other comprehensive income (1) | | | (88 | ) | | | (73 | ) |
| | | | | | | | |
Net deferred tax assets, current | | | 34,496 | | | | 53,310 | |
| | | | | | | | |
Non-current | | | | | | | | |
Net operating loss carryforwards | | | 1,572 | | | | — | |
Capital loss | | | — | | | | — | |
Research and development credits | | | 11,120 | | | | 14,119 | |
Depreciation and amortization | | | 11,117 | | | | — | |
Stock based compensation | | | | | | | 6,024 | |
Accruals and reserves | | | — | | | | — | |
| | | | | | | | |
Total deferred tax assets | | | 23,809 | | | | 20,143 | |
Valuation allowance | | | — | | | | — | |
| | | | | | | | |
Net deferred tax assets, non-current | | | 23,809 | | | | 20,143 | |
| | | | | | | | |
Net deferred tax assets | | | 58,305 | | | | 73,453 | |
| | | | | | | | |
Deferred tax liabilities | | | | | | | | |
Non-current | | | | | | | | |
Depreciation and amortization | | | (3,136 | ) | | | (808 | ) |
Book/tax basis in acquired assets | | | (8 | ) | | | (7 | ) |
| | | | | | | | |
Total deferred tax liabilities | | | (3,144 | ) | | | (815 | ) |
| | | | | | | | |
Net deferred tax asset | | $ | 55,161 | | | $ | 72,638 | |
| | | | | | | | |
| (1) | The FY 2012 deferred tax liability related to the unrealized loss on other comprehensive income of $0.1 million is recorded in other accrued liabilities. |
In assessing the realization of deferred tax assets, the Company 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. As a result of the Company’s increasing profitability in fiscal 2011, expectations for continued profits going forward, and expected material taxable income generated from intercompany payments resulting from the Company’s offshore tax restructuring implemented during fiscal year 2012, the Company determined it is more likely than not that the tax benefits will be realizable in the near future. Accordingly, the Company released a majority of its valuation allowances against its deferred income tax assets during 2011, but continues to maintain $0.1 million valuation allowance against a portion of its foreign net operating loss deferred tax assets. The valuation allowance decreased approximately $0.1 million and $67.3 million during fiscal year ended July 31, 2012 and 2011 and increased approximately $12.7 million during the fiscal year ended July 31, 2010.
79
The differences between the provision for income taxes computed at the federal statutory rate and the Company’s actual provision for income taxes are as follows:
| | | | | | | | | | | | |
| | | Years ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Federal income tax provision | | | 35.0 | % | | | (35.0 | %) | | | (34.0 | %) |
State income tax provision (benefit), net of federal benefit | | | 3.4 | % | | | (3.3 | %) | | | (3.5 | %) |
Meals and Entertainment | | | 1.9 | % | | | 25.0 | % | | | 0.7 | % |
Change in state effective rate | | | (2.9 | %) | | | (63.7 | %) | | | 1.3 | % |
IP structure charges | | | 248.9 | % | | | 0.0 | % | | | 0.0 | % |
Deferred charge on IP restructuring | | | (117.8 | %) | | | 0.0 | % | | | 0.0 | % |
Non-deductible intangible amortization | | | 4.9 | % | | | (3.9 | %) | | | 0.0 | % |
Foreign taxes | | | (7.9 | %) | | | 58.3 | % | | | (0.9 | %) |
Stock compensation and warrant expense | | | 33.6 | % | | | 452.4 | % | | | 6.0 | % |
Non-deductible expenses | | | 0.2 | % | | | 16.3 | % | | | 1.0 | % |
Research and developments credits | | | (33.0 | %) | | | (900.1 | %) | | | (6.5 | %) |
Change in valuation allowance | | | (1.1 | %) | | | (7114.1 | %) | | | 38.1 | % |
| | | | | | | | | | | | |
Total provision for (benefit from) income taxes | | | 165.2 | % | | | (7568.1 | %) | | | 2.2 | % |
| | | | | | | | | | | | |
For the fiscal years ended July 31, 2012, 2011, and 2010, the Company had $164.1 million, $230.0 million, and $97.4 million of federal net operating loss carryforwards (“NOLs”), and $142.1 million, $156.1 million, and $74.4 million, respectively, of state NOLs, available to reduce future tax liability. These NOLs will begin to expire in 2023 and 2013 for federal and state tax purposes, respectively. As of the fiscal year ended July 31, 2012, the Company had $0.2 million of federal capital loss carryforwards which will begin to expire in 2014. Approximately $115.5 million of federal net operating losses relates to stock compensation deductions in excess of book deductions, the tax effect of which would be to 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, 2012, 2011, and 2010, of approximately $17.2 million, $17.4 million, and $6.4 million, respectively, for federal and $20.7 million, $18.2 million, and $8.0 million, respectively, for state income tax purposes. If not utilized, the federal carryforwards will expire in various amounts beginning in 2024. The California credit can be carried forward indefinitely. The Company has minimum-alternative tax (“MAT”) tax credits of approximately $0.1 million from its subsidiary in India. The tax holiday in India expired during fiscal year 2011 but it is more likely than not the benefit of the MAT credits will be utilizable after expiration of the tax holiday. The Company has approximately $5.5 million of net operating loss from its Chinese subsidiary which will expire in various amounts beginning December 31, 2012.
Deferred tax liabilities have not been recognized for undistributed earnings from the Company’s foreign subsidiaries because the Company expects its U.S. operations will have sufficient cash for current and future business activities. Therefore, it is the Company’s intention to indefinitely reinvest such undistributed earnings outside the U.S. in the respective foreign entities. The cumulative amount of such undistributed earnings upon which no U.S. income taxes have been provided as of July 31, 2012 was approximately $14.4 million. Generally, such earnings are subject to potential foreign withholding tax and U.S. tax upon remittance of dividends and under certain other circumstances. Determination of the amount of unrecognized deferred tax liability for temporary differences related to investments in these non-U.S. subsidiaries that are essentially permanent in duration is not practicable.
80
At July 31, 2012, the Company had $12.1 million of unrecognized tax benefits, which if recognized would affect the Company’s income tax expense. 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 July 31, 2009 | | $ | 5,124 | |
Additions for tax positions related to current year | | | 1,212 | |
Reductions for tax positions related to prior year | | | (16 | ) |
| | | | |
Balance at July 31, 2010 | | | 6,320 | |
Additions for tax positions related to current year | | | 4,478 | |
Additions for tax positions related to prior year | | | 199 | |
Reductions for tax positions related to prior year | | | (129 | ) |
| | | | |
Balance at July 31, 2011 | | | 10,868 | |
Additions for tax positions related to current year | | | 7,444 | |
Reductions for tax positions related to prior year | | | (6,235 | ) |
| | | | |
Balance at July 31, 2012 | | $ | 12,077 | |
| | | | |
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.
11. Equity Incentive and Benefit Plans
In April 2002, the Company’s board of directors approved the Company’s 2002 Stock Plan (the “2002 Plan”). In December 2006, the Company’s board of directors approved the 2007 Equity Incentive Plan (the “2007 Plan”) and the Employee Stock Purchase Plan (“ESPP). Upon the closing of the IPO, all of the remaining shares reserved for issuance under the 2002 Plan were transferred to the 2007 Plan.
The 2007 Plan provides for annual increases in the number of shares available for issuance 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 |
In December 2009, the Compensation Committee of the Board of Directors approved the Executive Officer Bonus Plan and the Corporate Bonus Plan, which have subsequently been amended in fiscal 2011 and fiscal 2012 (the “Bonus Plans”). The Bonus Plans offer the Company’s executive officers and employees (the “participants”) the opportunity to earn stock bonuses, or cash for employees in certain countries, based on certain performance criteria set forth in the Bonus Plans associated with revenue and operating income over the respective 6-month performance periods. Based on the probability assessment at each of the period-ends, the bonus accrual is classified as a liability until the number of shares is determined on the date the awards are granted, at which time the company classifies the awards into equity. The Company recorded stock-based compensation expense of $8.1 million, $9.4 million, and $1.8 million in fiscal years 2012, 2011, and 2010 respectively.
81
Stock Options
The following table summarizes information about shares available for grant and 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 (1) | |
As of July 31, 2009 | | | 2,808,576 | | | | 21,541,915 | | | $ | 3.32 | | | | | | | | 6.7 | | | $ | 120,621,047 | |
Shares reserved for issuance | | | 4,337,195 | | | | — | | | | | | | | | | | | | | | | | |
Restricted stock awards granted | | | (1,733,374 | ) | | | — | | | | | | | | | | | | | | | | | |
Restricted stock awards forfeited | | | 280,683 | | | | — | | | | | | | | | | | | | | | | | |
Options granted | | | (5,771,745 | ) | | | 5,771,745 | | | | 10.11 | | | $ | 5.60 | | | | | | | | | |
Options exercised | | | — | | | | (2,974,218 | ) | | | 2.73 | | | | | | | | | | | | 28,722,784 | |
Options repurchased | | | 15,624 | | | | — | | | | 2.33 | | | | | | | | | | | | | |
Options cancelled | | | 698,918 | | | | (698,918 | ) | | | 5.11 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
As of July 31, 2010 | | | 635,877 | | | | 23,640,524 | | | $ | 5.00 | | | | | | | | 5.9 | | | $ | 283,285,534 | |
Shares reserved for issuance | | | 4,680,314 | | | | — | | | | | | | | | | | | | | | | | |
Restricted stock awards granted | | | (4,460,081 | ) | | | — | | | | | | | | | | | | | | | | | |
Restricted stock awards forfeited | | | 355,781 | | | | — | | | | | | | | | | | | | | | | | |
Options granted | | | (1,853,890 | ) | | | 1,853,890 | | | | 21.88 | | | $ | 11.70 | | | | | | | | | |
Options exercised | | | — | | | | (6,413,368 | ) | | | 4.64 | | | | | | | | | | | | 137,156,274 | |
Options cancelled | | | 916,102 | | | | (916,102 | ) | | | 10.11 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
As of July 31, 2011 | | | 274,103 | | | | 18,164,944 | | | $ | 6.59 | | | | | | | | 5.0 | | | $ | 297,688,111 | |
Shares reserved for issuance | | | 5,245,243 | | | | — | | | | | | | | | | | | | | | | | |
Restricted stock awards granted | | | (7,713,936 | ) | | | — | | | | | | | | | | | | | | | | | |
Restricted stock awards forfeited | | | 1,579,751 | | | | — | | | | | | | | | | | | | | | | | |
Options granted | | | (177,568 | ) | | | 177,568 | | | | 23.71 | | | $ | 13.08 | | | | | | | | | |
Options exercised | | | — | | | | (3,753,478 | ) | | | 5.71 | | | | | | | | | | | | 56,578,795 | |
Options cancelled | | | 1,325,003 | | | | (1,325,003 | ) | | | 10.87 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
As of July 31, 2012 | | | 532,596 | | | | 13,264,031 | | | $ | 6.63 | | | | | | | | 3.9 | | | | 112,867,587 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Options vested and expected to vest as of July 31, 2012 (2) | | | | | | | 13,124,769 | | | $ | 6.55 | | | | | | | | 3.9 | | | $ | 112,756,079 | |
Options exercisable as of July 31, 2012 | | | | | | | 10,782,697 | | | $ | 4.92 | | | | | | | | 3.8 | | | $ | 105,099,092 | |
| (1) | 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. |
| (2) | Options expected to vest are the result of applying the pre-vesting forfeiture rate assumption to total outstanding options. |
Incentive and nonstatutory stock options issued under the 2007 Plan are issued with an exercise price equal to the market value of the Company’s company common stock on the date of grant. Options generally vest over a four-year period and generally expire in seven years, but no later than ten years. Upon exercise, new shares are issued.
As of July 31, 2012, $22.4 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 1.7 years.
82
Restricted Stock Awards
The following table summarizes information about unvested restricted stock awards and units:
| | | | | | | | |
| | | | | | Weighted Average | |
| | | | | | Grant Date | |
| | | | | | Fair Value | |
| | | Shares | | | per Share | |
As of July 31, 2009 | | | 2,859,284 | | | $ | 6.21 | |
Awards granted | | | 1,733,374 | | | | 11.51 | |
Awards vested | | | (2,096,043 | ) | | | 6.81 | |
Awards forfeited | | | (280,683 | ) | | | 6.56 | |
| | | | | | | | |
As of July 31, 2010 | | | 2,215,932 | | | $ | 9.74 | |
Awards granted | | | 4,460,081 | | | | 24.46 | |
Awards vested | | | (1,226,393 | ) | | | 14.70 | |
Awards forfeited | | | (355,781 | ) | | | 16.24 | |
| | | | | | | | |
As of July 31, 2011 | | | 5,093,839 | | | $ | 20.98 | |
Awards granted | | | 7,713,936 | | | | 19.34 | |
Awards vested | | | (2,805,343 | ) | | | 20.29 | |
Awards forfeited | | | (1,579,751 | ) | | | 22.15 | |
| | | | | | | | |
As of July 31, 2012 | | | 8,422,681 | | | $ | 19.49 | |
| | | | | | | | |
Restricted stock units and awards are granted under the 2007 Plan. Restricted stock awards are shares of common stock that vest and restricted stock units are awards that will result in a payment if performance goals are achieved or the awards otherwise vest. The terms and conditions of these awards are established by the plan administrator.
The estimated fair value of restricted stock awards is based on the market price of the Company’s common stock on the grant date. The total fair value of the awards granted during the fiscal years ended July 31, 2012, 2011, and 2010 was $149.2 million, $109.1 million, and $19.9 million, respectively. As of July 31, 2012, $138.9 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 2.9 years.
Employee Stock Purchase Plan
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 periods. 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 period. The ESPP is compensatory and results in compensation expense. A total of 3,297,334 shares of common stock have been reserved for future issuance under the ESPP as of July 31, 2012.
The following table shows for each purchase date, the shares issued and the weighted average purchase price per share:
| | | | |
Purchase date | | | September 1, 2011 | |
Shares issued | | | 409,920 | |
Weighted average purchase price per share | | | $14.88 | |
Purchase date | | | March 1, 2012 | |
Shares issued | | | 442,758 | |
Weighted average purchase price per share | | | $16.37 | |
Fair Value Disclosures
The total fair value of options and share awards vested in each of the fiscal years ended July 31, 2012, 2011, and 2010, was $75.9 million, $35.8 million, and $24.3 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:
83
Employee Stock Options
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Risk-free interest rate | | | 1.2 | % | | | 1.6 | % | | | 1.8 | % |
Expected term (in years) | | | 4.0 | | | | 4.0 | | | | 4.3 | |
Dividend yield | | | 0 | % | | | 0 | % | | | 0 | % |
Volatility | | | 74 | % | | | 70 | % | | | 71 | % |
Employee Stock Purchase Plan
| | | | | | |
| | | Years Ended July 31, |
| | | 2012 | | 2011 | | 2010 |
Risk-free interest rates | | 0.1% to 0.3% | | 0.2% to 0.7% | | 0.2% to 1.0% |
Expected term (in years) | | 0.5 to 2.0 | | 0.5 to 2.0 | | 0.5 to 2.0 |
Dividend yield | | 0% | | 0% | | 0% |
Volatility | | 56% to 77% | | 41% to 69% | | 43% to 81% |
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 stock options, the post vesting cancellation history of its stock options and the stock options’ contractual terms. Prior to the third quarter of fiscal 2011, the Company computed expected volatility based on its historical volatility and the historical volatility of comparable companies. Beginning in March 2011, the Company computes expected volatility solely based on its own historical volatility. The Company made an estimate of expected forfeitures based on historical experience of forfeitures upon vest, 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
The following table presents stock-based compensation expense by award-type:
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (In thousands) | |
Stock options | | $ | 16,879 | | | $ | 19,323 | | | $ | 16,154 | |
Stock awards | | | 58,877 | | | | 38,636 | | | | 15,954 | |
Employee stock purchase plan | | | 8,156 | | | | 5,791 | | | | 3,973 | |
| | | | | | | | | | | | |
Total | | $ | 83,912 | | | $ | 63,750 | | | $ | 36,081 | |
| | | | | | | | | | | | |
The amount of capitalized stock-based compensation during the fiscal year ended July 31, 2012, 2011, and 2010 was immaterial.
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.
Stock Repurchase Program
On June 13, 2012, the Company announced a stock repurchase program for up to $100.0 million worth of the Company’s common stock. The Company was authorized until June 6, 2014, to make purchases in the open market and any such purchases were funded from available working capital. The number of shares purchased and the timing of purchases was based on the price of the Company’s common stock, general business and market conditions, and other investment considerations. Shares were retired upon repurchase. During the year ended July 31, 2012, the Company purchased a total of 1,408,504 shares for a total purchase price of $19.9 million. 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.
12. Segment Information and Significant Customers
The Company operates in one industry segment selling fixed and modular mobility controllers, wired and wireless access points, and related software and services.
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Operating segments are defined as components of an enterprise about which discrete 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 operates in a single business activity, 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 operates and 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 by geographic location based on end-user location of the Company’s customers.
The Company’s assets are primarily located in the U.S. 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, | |
| | | 2012 | | | 2011 | | | 2010 | |
| | | (in thousands) | |
United States | | $ | 323,331 | | | $ | 250,995 | | | $ | 166,584 | |
Europe, Middle East and Africa | | | 89,540 | | | | 62,595 | | | | 38,140 | |
Asia Pacific | | | 89,677 | | | | 70,171 | | | | 51,110 | |
Rest of World | | | 14,221 | | | | 12,753 | | | | 10,700 | |
| | | | | | | | | | | | |
Total | | $ | 516,769 | | | $ | 396,514 | | | $ | 266,534 | |
| | | | | | | | | | | | |
The Company’s product revenue was $434.7 million, $334.9 million and $221.5 million for the fiscal years 2012, 2011 and 2010, respectively. Professional services and support revenue was $81.2 million, $61.1 million and $44.3 million in the same periods.
The following table presents significant channel partners as a percentage of total revenue (*denotes less than 10%):
| | | | | | | | | | | | |
| | | Years Ended July 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
ScanSource, Inc. (“Catalyst”) | | | 21.4 | % | | | 19.4 | % | | | 17.1 | % |
Avnet Logistics U.S. LP | | | 14.1 | % | | | 17.1 | % | | | 16.6 | % |
Alcatel-Lucent | | | * | | | | 13.9 | % | | | 10.4 | % |
The following table presents significant channel partners as a percentage of total accounts receivable (*denotes less than 10%):
| | | | | | | | |
| | | As of July 31, | |
| | | 2012 | | | 2011 | |
ScanSource, Inc. (“Catalyst”) | | | 15.7 | % | | | * | |
Avnet Logistics U.S. LP | | | 19.0 | % | | | 23.8 | % |
Alcatel-Lucent | | | * | | | | 18.4 | % |
13. Commitments and Contingencies
Legal Matters
The Company could become involved in litigation from time to time relating to claims arising out of its ordinary course of business. There were no claims as of July 31, 2012 that, in the opinion of management, were reasonably possible to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
During the second quarter of fiscal 2010, the Company entered into a Patent Cross License and Settlement Agreement with Motorola. As part of the Settlement Agreement, the Company agreed to pay Motorola $19.7 million. During the second and third quarters of fiscal 2010, the Company recorded additional liabilities of $0.5 million and $1.7 million, respectively, related to legal matters.
85
Lease Obligations
The Company leases office space under non-cancelable operating leases with various expiration dates through July 2017. 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, 2012, 2011, and 2010 was $5.6 million, $4.5 million, and $3.1 million, respectively.
Future minimum lease payments under non-cancelable operating leases are as follows:
| | | | |
| | | Operating
Leases | |
| | | (In thousands) | |
Year ending July 31, | | | | |
2013 | | $ | 5,480 | |
2014 | | | 5,174 | |
2015 | | | 4,953 | |
2016 | | | 4,442 | |
2017 | | | 777 | |
| | | | |
Total minimum payments | | $ | 20,826 | |
| | | | |
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 for 12-15 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 are 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. 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.
86
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) | |
As of July 31, 2009 | | | 158 | |
Provision | | | 266 | |
Obligations fulfilled during period | | | (214 | ) |
| | | | |
As of July 31, 2010 | | | 210 | |
Provision | | | 462 | |
Obligations fulfilled during period | | | (268 | ) |
| | | | |
As of July 31, 2011 | | $ | 404 | |
Provision | | | 956 | |
Obligations fulfilled during period | | | (542 | ) |
| | | | |
As of July 31, 2012 | | $ | 818 | |
| | | | |
Non-Cancelable Purchase Commitments
The Company outsources the production of its hardware to third-party contract manufacturers. In addition, the Company enters into various inventory related purchase commitments with these contract manufacturer and other suppliers. From time to time, the Company also enters into significant information technology and marketing agreements with its vendors. The Company had $46.1 million and $29.7 million in non-cancelable purchase commitments as of July 31, 2012 and 2011, respectively.
Indemnification
In its sales agreements, the Company may agree to indemnify its indirect sales channels and end user customers for certain expenses or liability resulting from claimed infringements of patents, trademarks or copyrights of third parties. The terms of these indemnification provisions 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 pursuant to such indemnification provisions. The Company believes the likelihood of such claims is remote and is unable to reasonably estimate the maximum amount that could be payable under these provisions 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, 2012 and 2011.
87
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| ITEM 9A. | CONTROLS AND PROCEDURES |
Evaluation of 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 to Rule 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, 2012, 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.
Management’s Report on Internal Control Over Financial Reporting
SeeManagement’s Report of Internal Control Over Financial Reportingon page 55. The effectiveness of our internal control over financial reporting as of July 31, 2012 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this report.
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 2012 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended July 31, 2012.
| ITEM 11. | EXECUTIVE COMPENSATION |
The information required by this item is incorporated by reference to our Proxy Statement for our 2012 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended July 31, 2012.
| 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 2012 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended July 31, 2012.
88
| 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 2012 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended July 31, 2012.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The information required by this item is incorporated by reference to our Proxy Statement for our 2012 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended July 31, 2012.
PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a)(1)Financial Statements: See Index to Consolidated Financial Statements in Item 8 of this report
(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, 2010 | | | | | | | | | | | | | | | | |
Allowance for doubtful accounts | | $ | 390 | | | $ | 265 | | | $ | (193 | ) | | $ | 462 | |
Sales returns | | $ | 520 | | | $ | 166 | | | $ | (461 | ) | | $ | 225 | |
Valuation allowance on deferred tax assets | | $ | 54,879 | | | $ | 12,693 | | | $ | — | | | $ | 67,572 | |
Fiscal year ended July 31, 2011 | | | | | | | | | | | | | | | | |
Allowance for doubtful accounts | | $ | 462 | | | $ | 17 | | | $ | (173 | ) | | $ | 306 | |
Sales returns | | $ | 225 | | | $ | 458 | | | $ | (397 | ) | | $ | 286 | |
Valuation allowance on deferred tax assets | | $ | 67,572 | | | $ | — | | | $ | (67,337 | ) | | $ | 235 | |
Fiscal year ended July 31, 2012 | | | | | | | | | | | | | | | | |
Allowance for doubtful accounts | | $ | 306 | | | $ | 125 | | | $ | (155 | ) | | $ | 276 | |
Sales returns | | $ | 286 | | | $ | 1,051 | | | $ | (690 | ) | | $ | 647 | |
Valuation allowance on deferred tax assets | | $ | 235 | | | $ | — | | | $ | (148 | ) | | $ | 87 | |
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 report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11th day of October 2012.
|
| ARUBA NETWORKS, INC. |
|
/s/ Dominic P. Orr |
Dominic P. Orr |
President and Chief Executive Officer |
Chairman of the Board of Directors |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dominic P. Orr and Michael M. Galvin, 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 Annual Report on Form 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 11, 2012 |
| | |
/s/ Michael M. Galvin Michael M. Galvin | | Chief Financial Officer (Principal Accounting and Financial Officer) | | October 11, 2012 |
| | |
/s/ Keerti Melkote Keerti Melkote | | Co-Founder, Chief Technology Officer and Director | | October 11, 2012 |
| | |
/s/ Bernard Guidon Bernard Guidon | | Director | | October 11, 2012 |
| | |
/s/ Emmanuel Hernandez Emmanuel Hernandez | | Director | | October 11, 2012 |
| | |
/s/ Michael R. Kourey Michael R. Kourey | | Director | | October 11, 2012 |
| | |
/s/ Doug Leone Doug Leone | | Director | | October 11, 2012 |
| | |
/s/ Willem P. Roelandts Willem P. Roelandts | | Director | | October 11, 2012 |
| | |
/s/ Juergen Rottler Juergen Rottler | | Director | | October 11, 2012 |
| | |
/s/ Daniel Warmenhoven Daniel Warmenhoven | | Director | | October 11, 2012 |
90
EXHIBIT INDEX
| | | | | | | | | | |
| Exhibit | | | | Incorporated by Reference Herein |
Number | | Description | | Form | | File No. | | Exhibit | | Filing Date |
| | | | | |
| 2.1 | | Arrangement Agreement dated May 7, 2010 by and among Registrant, Azalea Networks, Felix Zhao, Frank Wang, Fang Wu, Hans Tai and Samuel Chen, as Principal Shareholders, and with respect to Articles VII, VIII and IX only, Hans Tai as Shareholder Representative and U.S. Bank National Association as Escrow Agent | | 8-K | | 001-33347 | | 2.1 | | 5/10/2010 |
| | | | | |
| 2.2 | | Scheme of Arrangement between Azalea Networks, Registrant, the Scheme Shareholders (as defined therein) and the Bridge Noteholders (as defined therein) | | 8-K | | 001-33347 | | 2.2 | | 9/3/2010 |
| | | | | |
| 3.1 | | Restated Certificate of Incorporation of Registrant | | 8-K | | 001-33347 | | 3.1 | | 4/5/2007 |
| | | | | |
| 3.2 | | Amended and Restated Bylaws of Registrant | | 8-K | | 001-33347 | | 3.1 | | 2/17/2009 |
| | | | | |
| 4.1 | | Specimen common stock certificate | | S-1 | | 333-139419 | | 4.1 | | 3/7/2007 |
| | | | | |
| 10.1 | | Form of Indemnification Agreement between Registrant and its directors and executive officers | | 8-K | | 001-33347 | | 10.1 | | 5/20/2011 |
| | | | | |
| 10.2‡ | | AirWave Wireless, Inc. 2000 Stock Plan | | S-8 | | 333-149945 | | 99.1 | | 3/28/2008 |
| | | | | |
| 10.3‡ | | 2002 Stock Plan of Registrant, as amended | | S-1 | | 333-139419 | | 10.2A | | 1/24/2007 |
| | | | | |
| 10.4‡ | | Forms of Stock Option Agreements under the 2002 Stock Plan | | S-1 | | 333-139419 | | 10.2B | | 12/15/2006 |
| | | | | |
| 10.5‡ | | 2007 Equity Incentive Plan of Registrant, as amended | | 10-K | | 001-33347 | | 10.5 | | 9/27/2011 |
| | | | | |
| 10.6‡ | | Forms of Stock Option Agreements under the 2007 Equity Incentive Plan | | S-1 | | 333-139419 | | 10.3B | | 1/24/2007 |
| | | | | |
| 10.7‡ | | Form of Stock Option Agreement for Participants Outside the U.S. under the 2007 Equity Incentive Plan | | 10-K | | 001-33347 | | 10.7 | | 9/24/2010 |
| | | | | |
| 10.8‡ | | Form of Restricted Stock Unit Agreement under the 2007 Equity Incentive Plan | | 10-Q | | 001-33347 | | 10.2 | | 12/10/2008 |
| | | | | |
| 10.9‡ | | Form of Restricted Stock Unit Agreement for Recipients Outside the U.S. under the 2007 Equity Incentive Plan | | 10-K | | 001-33347 | | 10.9 | | 9/24/2010 |
| | | | | |
| 10.10‡ | | Employee Stock Purchase Plan, as amended | | 10-Q | | 001-33347 | | 10.4 | | 3/3/2010 |
| | | | | |
| 10.11‡ | | Form of Subscription Agreement under the Employee Stock Purchase Plan | | S-1 | | 333-139419 | | 10.4B | | 1/24/2007 |
| | | | | |
| 10.12‡ | | Executive Officer Bonus Plan, as amended | | 8-K | | 001-33347 | | 10.1 | | 12/23/2010 |
| | | | | |
| 10.13‡ | | Outside Director Compensation Policy | | 10-K | | 001-33347 | | 10.13 | | 9/27/2011 |
| | | | | |
| 10.14‡ | | Change of Control Severance Policy for Officers and Directors | | 10-K | | 001-33347 | | 10.14 | | 9/27/2011 |
| | | | | |
| 10.15‡ | | Executive Employment Agreement, dated April 4, 2006, between Registrant and Dominic Orr | | S-1 | | 333-139419 | | 10.5 | | 12/15/2006 |
| | | | | |
| 10.16‡ | | Amendment to Executive Employment Agreement, dated December 2008, between Registrant and Dominic Orr | | 10-K | | 001-33347 | | 10.7 | | 10/6/2009 |
| | | | | |
| 10.17‡ | | Employment offer letter, dated April 12, 2002, between Registrant and Keerti Melkote | | S-1 | | 333-139419 | | 10.6 | | 12/15/2006 |
| | | | | |
| 10.18‡ | | Employment offer letter, dated July 16, 2009, between Registrant and Hitesh Sheth | | 8-K | | 001-33347 | | 10.1 | | 8/17/2009 |
| | | | | |
| 10.19* | | Employment Offer Letter, dated August 26, 2004, between Registrant and Michael Kirby | | | | | | | | |
| | | | | |
| 10.20‡ | | Offer Letter, dated September 22, 2011, between Registrant and Michael Galvin | | 10-K | | 001-33347 | | 10.21 | | 9/27/2011 |
| | | | | |
| 10.21‡ | | Consulting Agreement, dated August 1, 2010, between Registrant and Bernard Guidon | | 10-Q | | 001-33347 | | 10.2 | | 12/10/2010 |
| | | | | |
| 10.22‡ | | Description of amendments to change of control arrangements with certain executive officers | | 8-K | | 001-33347 | | Item 5.02 | | 3/9/2010 |
91
| | | | | | | | | | |
| | | | | |
| 10.23 | | Standard Office Lease, dated as of November 30, 2007, for 1344 Crossman Ave., Sunnyvale, California | | 8-K | | 001-33347 | | 10.1 | | 12/6/2007 |
| | | | | |
| 10.24 | | First Amendment to Lease, dated as of August 12, 2009, for 1344 Crossman Ave., Sunnyvale, California | | 10-K | | 001-33347 | | 10.15 | | 10/6/2009 |
| | | | | |
| 10.25 | | Lease Agreement dated as of September 22, 2009, for 1322 Crossman Ave., Sunnyvale, California | | 10-K | | 001-33347 | | 10.17 | | 10/6/2009 |
| | | | | |
| 10.26 | | Flextronics Manufacturing Services Agreement, dated January 1, 2005, between Registrant and Flextronics Sales & Marketing North Asia (L) Ltd. (the “Flextronics Manufacturing Services Agreement”) | | S-1 | | 333-139419 | | 10.15 | | 1/24/2007 |
| | | | | |
| 10.27 | | Amendment 1 to the Flextronics Manufacturing Services Agreement, dated as of May 5, 2007, between Registrant and Flextronics Sales & Marketing North Asia (L) Ltd. | | 10-K | | 001-33347 | | 10.28 | | 9/27/2011 |
| | | | | |
| 10.28 | | Amendment 2 to the Flextronics Manufacturing Services Agreement, dated as of April 22, 2010, between Registrant and Flextronics Sales & Marketing North Asia (L) Ltd. | | 10-K | | 001-33347 | | 10.29 | | 9/27/2011 |
| | | | | |
| 10.29 | | Amendment 3 to the Flextronics Manufacturing Services Agreement, dated as of September 30, 2011, between Registrant and Flextronics Sales & Marketing North Asia (L) Ltd. | | 10-Q | | 001-33347 | | 10.4 | | 12/07/2011 |
| | | | | |
| 10.30 | | Technology License Agreement, dated October 20, 2005, between Registrant and Atheros Communications, Inc. | | S-1 | | 333-139419 | | 10.16 | | 3/20/2007 |
| | | | | |
| 10.31 | | Amendment No. 1 to Technology License Agreement, dated as of March 4, 2011, between Registrant and Atheros Communications, Inc. | | 10-K | | 001-33347 | | 10.31 | | 9/27/2011 |
| | | | | |
| 10.32 | | Software License Agreement, dated as of January 11, 2006, between Registrant and Broadcom Corporation | | S-1 | | 333-139419 | | 10.17 | | 1/24/2007 |
| | | | | |
| 10.33† | | OEM Supply Agreement, dated March 18, 2005, between Registrant and Alcatel Internetworking, Inc. | | S-1 | | 333-139419 | | 10.18 | | 3/26/2007 |
| | | | | |
| 10.34† | | Amendment #1 to OEM Supply Agreement, dated August 31, 2006, between Registrant and Alcatel Internetworking, Inc. | | S-1 | | 333-139419 | | 10.19 | | 3/26/2007 |
| | | | | |
| 10.35† | | Amendment #2 to OEM Supply Agreement, dated February 22, 2007, between Registrant and Alcatel USA Sourcing, Inc. (fka Alcatel Internetworking, Inc.) | | 10-Q | | 001-33347 | | 10.2 | | 12/4/2009 |
| | | | | |
| 10.36† | | Amendment #4 to OEM Supply Agreement, dated as of December 31, 2010, between Registrant and Alcatel-Lucent USA Inc. (fka Alcatel Internetworking, Inc.) | | 10-Q | | 001-33347 | | 10.8 | | 3/11/2011 |
| | | | | |
| 10.37 | | Master Purchase Agreement, dated as of January 16, 2006, between Registrant and Raza Microelectronics, Inc. | | 10-Q | | 001-33347 | | 10.3 | | 3/12/2009 |
| | | | | |
| 10.38 | | First Amendment to Master Purchase Agreement, dated as of February 26, 2007, between Registrant and Raza Microelectronics, Inc. | | 10-Q | | 001-33347 | | 10.4 | | 3/12/2009 |
| | | | | |
| 10.39† | | Distribution Agreement, dated as of June 4, 2007, between Registrant and ScanSource, Inc. (the “ScanSource Distribution Agreement”) | | 10-Q | | 001-33347 | | 10.2 | | 3/11/2011 |
| | | | | |
| 10.40† | | Amendment 1 to the ScanSource Distribution Agreement, dated as of March 17, 2008, between Registrant and ScanSource, Inc. | | 10-K | | 001-33347 | | 10.40 | | 9/27/2011 |
| | | | | |
| 10.41† | | Amendment 2 to the ScanSource Distribution Agreement, dated as of May 27, 2009, between Registrant and ScanSource, Inc. | | 10-K | | 001-33347 | | 10.41 | | 9/27/2011 |
| | | | | |
| 10.42† | | Distributor Agreement, dated as of June 15, 2007, between Registrant and Avnet Logistics U.S., LP (the “Avnet Distributor Agreement”) | | 10-Q | | 001-33347 | | 10.3 | | 3/11/2011 |
| | | | | |
| 10.43† | | Amendment 1 to the Avnet Distributor Agreement, dated as of February 19, 2009, between Registrant and Avnet Logistics U.S., LP | | 10-Q | | 001-33347 | | 10.4 | | 3/11/2011 |
| | | | | |
| 10.44† | | Amendment 2 to the Avnet Distributor Agreement, dated as of June 15, 2009, between Registrant and Avnet Logistics U.S., LP | | 10-Q | | 001-33347 | | 10.5 | | 3/11/2011 |
| | | | | |
| 10.45 | | Amendment 3 to the Avnet Distributor Agreement, effective as of November 30, 2009, between Registrant and Avnet, Inc. | | 10-Q | | 001-33347 | | 10.6 | | 3/11/2011 |
| | | | | |
| 10.46† | | Amendment 4 to the Avnet Distributor Agreement, effective as of February 17, 2012, between Registrant and Avnet, Inc. | | 10-Q | | 001-33347 | | 10.3 | | 6/7/2012 |
| | | | | |
| 10.47† | | Manufacturing Agreement, dated as of November 1, 2008, between Registrant and SerComm Corporation | | 10-Q | | 001-33347 | | 10.7 | | 3/11/2011 |
| | | | | |
| 10.48† | | Addendum to Manufacturing Agreement, effective as of January 16, 2012, between Registrant and SerComm Corporation | | 10-Q | | 001-33347 | | 10.2 | | 6/7/2012 |
92
| | | | | | | | | | |
| | | | | |
| 10.49† | | Volume Purchase Agreement, effective as of February 28, 2011, between Registrant and Atheros Technology Ltd. | | 10-K/A | | 001-33347 | | 10.47 | | 2/8/2012 |
| | | | | |
| 10.50 | | Patent Cross License and Settlement Agreement dated November 4, 2009 | | 8-K | | 001-33347 | | 10.1 | | 11/6/2009 |
| | | | | |
| 10.51 | | Letter Agreement dated November 4, 2009 | | 8-K | | 001-33347 | | 10.2 | | 11/6/2009 |
| | | | | |
| 21.1* | | List of subsidiaries of Registrant | | | | | | | | |
| | | | | |
| 23.1* | | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | | | | | | | | |
| | | | | |
| 24.1 | | Power of Attorney (included on 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 | | | | | | | | |
| | | | | |
| 101.INS+ | | XBRL Instance Document | | | | | | | | |
| | | | | |
| 101.SCH+ | | XBRL Taxonomy Extension Schema Document | | | | | | | | |
| | | | | |
| 101.CAL+ | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
| | | | | |
| 101.DEF+ | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | |
| | | | | |
| 101.LAB+ | | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | |
| | | | | |
| 101.PRE+ | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
| † | Confidential treatment has been requested for portions of this exhibit. |
| ‡ | Indicates management contract or compensatory plan or arrangement. |
| + | Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. |
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