Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 09, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | Control4 Corp | ||
Entity Central Index Key | 1,259,515 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 156.6 | ||
Entity Common Stock, Shares Outstanding | 23,443,890 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 29,530 | $ 29,187 |
Restricted cash | 296 | 311 |
Short-term investments | 37,761 | 53,523 |
Accounts receivable, net | 21,322 | 20,155 |
Inventories | 19,855 | 14,212 |
Prepaid expenses and other current assets | 3,842 | 2,075 |
Total current assets | 112,606 | 119,463 |
Property and equipment, net | 6,584 | 5,089 |
Long-term investments | 13,716 | 14,509 |
Intangible assets, net | 4,547 | 1,409 |
Goodwill | 2,760 | 231 |
Other assets | 1,650 | 1,329 |
Total assets | 141,863 | 142,030 |
Current liabilities: | ||
Accounts payable | 17,588 | 15,016 |
Accrued liabilities | 5,880 | 4,750 |
Deferred revenue | 1,099 | 843 |
Current portion of notes payable | 727 | 915 |
Total current liabilities | 25,294 | 21,524 |
Notes payable | 186 | 913 |
Other long-term liabilities | 938 | 1,291 |
Total liabilities | $ 26,418 | $ 23,728 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 24,305,381 and 24,590,768 shares issued; 24,305,381 and 23,436,288 shares outstanding at December 31, 2014 and 2015, respectively | $ 2 | $ 2 |
Treasury stock, at cost; 0 and 1,154,480 shares at December 31, 2014 and 2015, respectively | (9,020) | |
Additional paid-in capital | 220,782 | 212,388 |
Accumulated deficit | (95,580) | (93,928) |
Accumulated other comprehensive loss | (739) | (160) |
Total stockholders' equity | 115,445 | 118,302 |
Total liabilities and stockholders' equity | $ 141,863 | $ 142,030 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 24,590,768 | 24,305,381 |
Common stock, shares outstanding | 23,436,288 | 24,305,381 |
Treasury stock, shares | 1,154,480 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Revenue | $ 163,179 | $ 148,800 | $ 128,511 |
Cost of revenue | 81,645 | 72,443 | 64,234 |
Cost of revenue - inventory purchase commitment | (380) | ||
Gross margin | 81,534 | 76,357 | 64,657 |
Operating expenses: | |||
Research and development | 32,385 | 27,365 | 24,979 |
Sales and marketing | 32,594 | 25,887 | 21,975 |
General and administrative | 17,355 | 14,195 | 12,329 |
Litigation settlement | 21 | 47 | 440 |
Total operating expenses | 82,355 | 67,494 | 59,723 |
Income (loss) from operations | (821) | 8,863 | 4,934 |
Other income (expense): | |||
Interest, net | 202 | 62 | (454) |
Other expense | (765) | (358) | (729) |
Total other income (expense) | (563) | (296) | (1,183) |
Income (loss) before income taxes | (1,384) | 8,567 | 3,751 |
Income tax expense | 268 | 411 | 248 |
Net income (loss) | $ (1,652) | $ 8,156 | $ 3,503 |
Net income (loss) per common share: | |||
Basic (in dollars per share) | $ (0.07) | $ 0.34 | $ 0.33 |
Diluted (in dollars per share) | $ (0.07) | $ 0.32 | $ 0.16 |
Weighted-average number of shares: | |||
Basic (in shares) | 24,121 | 23,685 | 10,609 |
Diluted (in shares) | 24,121 | 25,646 | 22,263 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net income (loss) | $ (1,652) | $ 8,156 | $ 3,503 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment, net of tax | (565) | (124) | 15 |
Net unrealized gains (losses) on available-for-sale investments, net of tax | (14) | (47) | |
Total other comprehensive income (loss) | (579) | (171) | 15 |
Comprehensive income (loss) | $ (2,231) | $ 7,985 | $ 3,518 |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total |
Balance at Dec. 31, 2012 | $ 12,988 | $ (105,587) | $ (4) | $ (92,603) | ||
Balance (in shares) at Dec. 31, 2012 | 2,490,870 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 3,503 | 3,503 | ||||
Other comprehensive income (loss) | 15 | 15 | ||||
Stock-based compensation | 3,760 | 3,760 | ||||
Issuance of common stock options in connection with a business acquisition | 174 | 174 | ||||
Conversion of redeemable convertible preferred stock into common stock | $ 2 | 116,311 | 116,313 | |||
Conversion of redeemable convertible preferred stock into common stock (in shares) | 15,293,960 | |||||
Issuance of common stock, net of issuance costs | 65,556 | 65,556 | ||||
Issuance of common stock, net of issuance costs (in shares) | 4,600,000 | |||||
Reclassification of redeemable convertible preferred stock warrant liability upon conversion to common stock warrant | 1,310 | |||||
Issuance of common stock upon net exercise of common stock warrants (in shares) | 293,232 | |||||
Reclassification of redeemable convertible preferred stock warrant liability upon conversion to preferred stock | 1,310 | |||||
Issuance of common stock upon exercise of stock options | 446 | 446 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 107,042 | |||||
Balance at Dec. 31, 2013 | $ 2 | 200,545 | (102,084) | 11 | 98,474 | |
Balance (in shares) at Dec. 31, 2013 | 22,785,104 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 8,156 | 8,156 | ||||
Other comprehensive income (loss) | (171) | (171) | ||||
Excess tax benefit from exercise of options for common stock | 91 | 91 | ||||
Stock-based compensation | 5,341 | 5,341 | ||||
Issuance of common stock upon net exercise of common stock warrants | 6,411 | 6,411 | ||||
Issuance of common stock upon net exercise of common stock warrants (in shares) | 7,763 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 1,512,514 | |||||
Balance at Dec. 31, 2014 | $ 2 | 212,388 | (93,928) | (160) | 118,302 | |
Balance (in shares) at Dec. 31, 2014 | 24,305,381 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | (1,652) | (1,652) | ||||
Other comprehensive income (loss) | (579) | (579) | ||||
Stock-based compensation | 7,034 | 7,034 | ||||
Issuance of common stock upon exercise of stock options | 1,360 | 1,360 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 285,387 | |||||
Repurchase of common stock for treasury | $ (9,020) | (9,020) | ||||
Repurchase of common stock for treasury (in shares) | (1,154,480) | 1,154,480 | ||||
Balance at Dec. 31, 2015 | $ 2 | $ (9,020) | $ 220,782 | $ (95,580) | $ (739) | $ 115,445 |
Balance (in shares) at Dec. 31, 2015 | 23,436,288 | 1,154,480 |
CONSOLIDATED STATEMENTS OF RED7
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Temporary Equity) - 12 months ended Dec. 31, 2013 - USD ($) $ in Thousands | Redeemable Convertible Preferred Stock | Total |
Balance at Dec. 31, 2012 | $ 116,313 | |
Balance (in shares) at Dec. 31, 2012 | 15,293,960 | |
Increase (Decrease) in Stockholders' Equity | ||
Conversion of redeemable convertible preferred stock into common stock | $ (116,313) | $ 116,313 |
Conversion of redeemable convertible preferred stock into common stock (in shares) | (15,293,960) | |
Balance at Dec. 31, 2013 | ||
Balance (in shares) at Dec. 31, 2013 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities | |||
Net income (loss) | $ (1,652) | $ 8,156 | $ 3,503 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation expense | 2,926 | 2,547 | 2,201 |
Amortization of intangible assets | 1,474 | 491 | 319 |
Provision for doubtful accounts | 345 | 229 | 159 |
Gain on inventory purchase commitment | (380) | ||
Stock-based compensation | 7,034 | 5,341 | 3,760 |
Excess tax benefit from exercise of options for common stock | (91) | ||
Warrant liability expense | 709 | ||
Changes in assets and liabilities: | |||
Accounts receivable | (1,127) | (5,331) | (2,104) |
Inventories | (3,488) | 1,025 | (2,723) |
Restricted cash | (330) | ||
Prepaid expenses and other current assets | (1,443) | (323) | 111 |
Other assets | (264) | (209) | (233) |
Accounts payable | 615 | 1,698 | (1,221) |
Accrued liabilities | 248 | (2,110) | 620 |
Deferred revenue | 258 | 199 | 102 |
Other long-term liabilities | (512) | (44) | (1,155) |
Net cash provided by operating activities | 4,414 | 11,248 | 3,668 |
Investing activities | |||
Purchases of available-for-sale investments | (50,619) | (89,844) | |
Proceeds from sales of available-for-sale investments | 2,018 | 2,850 | |
Proceeds from maturities of available-for-sale investments | 65,142 | 18,915 | |
Purchases of property and equipment | (3,772) | (2,710) | (3,470) |
Business acquisitions, net of cash acquired | (8,380) | (1,116) | (147) |
Net cash provided by (used in) investing activities | 4,389 | (71,905) | (3,617) |
Financing activities | |||
Proceeds from issuance of common stock, net of issuance costs | 65,556 | ||
Proceeds from exercise of options for common stock | 1,360 | 6,411 | 446 |
Excess tax benefit from exercise of options for common stock | 91 | ||
Repurchase of common stock | (9,020) | ||
Proceeds from notes payable | 1,145 | ||
Repayment of notes payable | (915) | (1,138) | (1,338) |
Net cash provided by (used in) financing activities | (8,575) | 5,364 | 65,809 |
Effect of exchange rate changes on cash and cash equivalents | 115 | (66) | (9) |
Net decrease in cash and cash equivalents | 343 | (55,359) | 65,851 |
Cash and cash equivalents at beginning of period | 29,187 | 84,546 | 18,695 |
Cash and cash equivalents at end of period | 29,530 | 29,187 | 84,546 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 101 | 188 | 461 |
Cash paid for taxes | 831 | 246 | 153 |
Supplemental schedule of non-cash investing and financing activities | |||
Options for common stock granted in connection with a business acquisition | 174 | ||
Elimination of liability upon net exercise of warrants to purchase preferred stock | 1,310 | ||
Conversion of redeemable convertible preferred stock to common stock | $ 116,313 | ||
Landlord paid tenant improvements | 739 | ||
Purchases of property and equipment financed by accounts payable | 257 | ||
Net unrealized losses on available-for-sale investments | $ (14) | $ (47) |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Description of Business and Summary of Significant Accounting Policies | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policie s Control4 Corporation (“Control4” or the “Company”) is a leading provider of automation and control solutions for the connected home. The Company unlocks the potential of connected devices, making entertainment systems easier to use, homes more comfortable, appliances more energy efficient, and families more secure. The Company was incorporated in the state of Delaware on March 27, 2003. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly ‑owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision ‑maker, the Chief Executive Officer, in making decisions regarding resource allocation and accessing performance. To date, the Company has viewed its operations and manages its business as one operating segment. Concentrations of Risk The C ompany’s accounts receivable is derived from revenue earned from its worldwide network of independent dealers and distributors. The Company’s sales to dealers and distributors located outside the United States are genera lly denominated in U.S. dollars, except for sales to dealers and distributors located in the United Kingdom, Australia, and the European Union, which are generally denominated in pounds sterling, Australian dollar s , euro s , respectively. There were no individual account balances greater than 10% of total accounts receivable at December 31, 2014 and December 31, 2015. No dealer or distributor accounted for more than 10% of total revenue for the years ended December 31, 2013, 2014 and 2015. The Company relies on a limited number of suppliers for its contract manufacturing. A significant disruption in the operations of one of these manufacturers would impact the production of the Company’s products for a substantial period of time, which could have a material adverse effect on the Company’s business, financial condition and results of operations. Geographic Information The Company’s revenue includes amounts earned through sales to dealers and distributors located outside of the United States. With the exception of Canada, no single foreign country accounted for more than 10% of total revenue for the years ended December 31, 2013 and 2014. There was no single foreign country that accounted for more than 10% of total revenue for the year ended December 31, 2015. The following table sets forth revenue from the U.S., Canadian and all other international dealers and distributors combined (in thousands): Years Ended December 31, 2013 2014 2015 Revenue-United States $ $ $ Revenue-Canada Revenue-all other international sources Total revenue $ $ $ International revenue (excluding Canada) as a percent of total revenue % % % Use of Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates including those related to revenue recognition, sales returns, provisions for doubtful accounts, product warranty, inventory obsolescence, litigation, determination of fair value of stock options, deferred tax asset valuation allowances and income taxes. Actual results may differ from those estimates. Product Warranty The Company provides its customers a limited product warranty of two years, which requires the Company, at its option, to repair or replace defective products during the warranty period at no cost to the customer or refund the purchase price. The Company estimates the costs that may be incurred to replace, repair or issue a refund for defective products and records a reserve at the time revenue is recognized. Factors that affect the Company’s warranty liability include the number of installed systems, the Company’s historical experience and management’s judgment regarding anticipated rates of product warranty returns, net of refurbished products. The Company assesses the adequacy of its recorded warranty liability each period and makes adjustments to the liability as necessary. Warranty costs accrued includes amounts accrued for products at the time of shipment, adjustments for changes in estimated costs for warranties on products shipped in the period, and changes in estimated costs for warranties on products shipped in prior periods. It is not practicable for the Company to determine the amounts applicable to each of these components. The following table presents the changes in the product warranty liability (in thousands): Years Ended December 31, 2013 2014 2015 Balance at the beginning of the period $ $ $ Warranty costs accrued Warranty claims Balance at the end of the period $ $ $ Net Income (Loss) Per Share Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period that have a dilutive effect on net income per share. Potentially dilutive common shares result from the assumed exercise of outstanding stock options and settlement of restricted stock units. The following table presents the reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share (in thousands): Years Ended December 31, 2013 2014 2015 Numerator: Net income (loss) $ $ $ Denominator: Weighted average common stock outstanding for basic net income (loss) per common share Effect of dilutive securities—stock options, restricted stock units, and warrants to purchase common stock — Weighted average common shares and dilutive securities outstanding In a net loss position, diluted net loss per share is computed using only the weighted-average number of common shares outstanding during the period, as any additional common shares would be anti-dilutive as they would decrease the loss per share. Potentially dilutive securities, including common equivalent shares, in which the assumed proceeds exceed the average market price of common stock for the applicable period, were not included in the calculation of diluted net income per share as their impact would be anti-dilutive. The following weighted-average common stock equivalents were anti-dilutive and therefore were excluded from the calculation of diluted net income (loss) per share (in thousands): Years Ended December 31, 2013 2014 2015 Options to purchase common stock Restricted stock units — — Warrants to purchase common stock — — Total Revenue Recognition The Company sells its products through a network of independent dealers, regional and national retailers and distributors. These dealers, retailers and distributors generally sell the Company’s products to the end consumer as part of a bundled sale, which typically includes other third ‑party products and related services, project design and installation services and on ‑going support. The Company records estimated reductions to revenue for dealer, retailer and distributor incentives, primarily comprised of volume rebates, at the time of the initial sale. The estimated reductions to revenue for rebates are based on the sales terms and the Company’s historical experience and trend analysis. The most common incentive relates to amounts paid or credited to dealers and distributors for achieving defined volume levels or growth objectives. The Company’s products include embedded software that is essential to the functionality of the hardware. Accordingly, the hardware and embedded software are accounted for as a single deliverable. In 2013, the Company began bundling Control4 App software licenses with its new controllers. These software licenses do not include acceptance provisions, rights to updates (e.g., when ‑and ‑if ‑available enhancements or upgrades to the functionality of the software) or post ‑contract customer support such as technical support. When a software license and controller are sold together, a multiple element arrangement exists and revenue is allocated to each deliverable based on relative selling prices. Typically, delivery of both the product and the software license occurs at the same time. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is reasonably assured. Product or licensed software is considered delivered once it has been shipped and title and risk of loss have been transferred. For most of the Company’s product sales, these criteria are met at the time the product is shipped. Software license revenue represents fees earned from activating applications which allow end consumers to manage and control their automation systems using tablets, smartphones and other third ‑party devices. Software products such as Composer Home and Media Editions are sold on a limited basis and do not constitute a significant portion of revenue. The Company’s perpetual software licenses do not include acceptance provisions, rights to updates or upgrades or post ‑contract customer support such as technical support; the Company generally recognizes revenue at the time the software license is provided. The Company offers a subscription service that allows consumers to control and monitor their homes remotely and allows the Company’s dealers to perform remote diagnostic services. Subscription revenue is deferred at the time of payment and recognized on a straight ‑line basis over the period the service is provided. Total revenue for subscription services represents less than 10% of total revenue for all periods presented. The Company recognizes revenue net of cost of revenue for third ‑party products sold through the Company’s online ordering system. While the Company assumes credit risk on sales to its dealers and distributors for third ‑party products, the Company does not determine the product selling price, does not retain associated inventory risks and is not the primary obligor to the end consumer. The Company’s agreements with dealers and distributors generally do not include rights of return or acceptance provisions. Even though contractual agreements do not provide return privileges, there are circumstances in which the Company will accept returns. In addition, agreements with certain retail distributors contain price protection and limited rights of return. The Company maintains a reserve for such returns based on the Company’s historical return experience. Shipping charges billed to dealers and distributors are included in revenue and related shipping costs are included in cost of revenue. Cost of Revenue Cost of revenue includes the following: the cost of inventory sold during the period, inventory write ‑down costs, payroll, purchasing costs, royalty obligations, shipping expenses to dealers and distributors and warehousing costs, which include inbound freight costs from manufacturers, rent, payroll and benefit costs, amortization of intangible assets and depreciation . Cash and Cash Equivalents The Company considers all highly liquid short ‑term investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents consist primarily of money market funds. Restricted Cash Restricted cash as of December 31, 2014 and 2015 , is composed of a guarantee made by our subsidiary in the United Kingdom to HM Revenue & Customs related to a customs duty deferment account. Allowance for Doubtful Accounts The Company extends credit to the majority of its dealers and distributors, which consist primarily of small, local businesses. Issuance of credit is based on ongoing credit evaluations by the Company of dealers’ and distributors’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. The allowance is based upon the creditworthiness of the Company’s dealers and distributors, the dealers’ and distributors’ historical payment experience, the age of the receivables and current market and economic conditions. Provisions for potentially uncollectible accounts are recorded in sales and marketing expenses. The Company writes off accounts receivable balances to the allowance for doubtful accounts when it becomes likely that they will not be collected. The following table presents the changes in the allowance for doubtful accounts (in thousands): Years Ended December 31, 2013 2014 2015 Balance at beginning of period $ $ $ Provision Deductions Balance at end of period $ $ $ Inventories Inventories consist primarily of hardware and related component parts and are stated at the lower of cost or market using the first ‑in, first ‑out method. The Company periodically assesses the recoverability of its inventory and reduces the carrying value of the inventory when items are determined to be obsolete, defective or in excess of forecasted sales requirements. Inventory write ‑downs for excess, defective and obsolete inventory are recorded as a cost of revenue and totaled $2.3 million, $1.7 million, and $2.3 million for the years ended December 31, 2013, 2014 and 2015, respectively. In 2013, the Company recorded a gain related to inventory purchase commitments of approximately $0.4 million , as the proceeds from liquidating the underlying inventory and the Company’s ability to consume common components exceeded original estimates. Property and Equipment Property and equipment are recorded at historical cost, less accumulated depreciation. Depreciation is computed using the straight ‑line method over the following estimated useful lives: Furniture and fixtures - years Manufacturing tooling and test equipment - years Lab and warehouse equipment - years Computer equipment and software - years Marketing equipment - years Maintenance and repairs that do not extend the life of or improve the asset are expensed in the year incurred. Leasehold improvements are depreciated over the estimated useful life (usually 3 ‑ 8 years) or the life of the associated lease, whichever is less. During the year ended December 31, 2014, the Company recorded approximately $0.7 million of leasehold improvement assets that were paid by the landlord, with a corresponding liability as the tenant improvement allowance was determined to be an incentive for renewing the lease. As of December 31, 2015, $0.5 million of these leasehold improvement assets are remaining. Intangible Assets Intangible assets primarily consist of acquired technology. The Company amortizes, to cost of revenue, definite ‑lived intangible assets on a straight ‑line basis over the life of the technology. Impairment of Long ‑Lived Assets and Goodwill The carrying value of long ‑lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. The Company tests goodwill for impairment annually as of October 1, or whenever events or changes in circumstances indicate that goodwill may be impaired. The Company initially assesses 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 a 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, then the Company performs a first step by comparing the book value of net assets to the fair value of the Company’s single reporting unit. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. There was no impairment of long-lived assets or goodwill during the years ended December 31, 2013, 2014 and 2015. Foreign Currency Translation The functional currency of the Company’s subsidiaries in the United Kingdom, Germany, Australia, Chin a, Hong Kong and India are the pound s terling, the e uro, the Australian dollar, the Chinese yuan, the Hong Kong d ollar and the Indian r upee, respectively. The subsidiary’s assets and liabilities have been translated to U.S. dollars using the exchange rates in effect at the balance sheet dates. Statements of operations amounts have been translated using the monthly average exchange rate for each year. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). Foreign currency transaction gains and losses resulting from exchange rate fluctuations on transactions denominated in a currency other than the local currency are included in other income (expense). The Company recognized foreign exchange gains of $34,000 for the year ended December 31, 2013 and foreign exchange losses of $0.4 million a nd $0.8 million f or the years ended December 31, 2014 and 2015 , respectively . Stock ‑Based Compensation The Company recognizes compensation expense for all stock ‑based awards issued to employees and directors based on estimated grant date fair values. The Company selected the Black ‑Scholes option ‑pricing model to determine the estimated fair value at the date of grant for stock options. The fair value of each restricted stock unit award is based on the number of shares granted and the closing price of the Company’s common stock as reported on the NASDAQ Global Select Market. The Company elected to amortize compensation expense using the straight ‑line attribution method, under which stock ‑based compensation expense is recognized on a straight ‑line basis over the period the employee performs the related services, generally the vesting period, net of estimated forfeitures. The Company has estimated forfeiture rates based on its historical experience and will update the rates, as necessary, in subsequent periods if actual forfeitures differ from initial estimates. The Black ‑Scholes option ‑pricing model requires management assumptions regarding various factors that require extensive use of accounting judgment and financial estimates. The Company estimates the expected term for options using the simplified method, which utilizes the weighted average expected life of each tranche of the stock option, determined based on the sum of each tranche’s vesting period plus one ‑half of the period from the vesting date of each tranche to the stock option’s expiration, because the Company’s options are considered “plain vanilla.” The Company computed the expected volatility using multiple peer companies for a period approximating the expected term. The risk ‑free interest rate was determined using the implied yield on U.S. Treasury issues with a remaining term within the expected life of the award. The Company accounts for stock ‑based instruments and awards issued to non ‑employees at fair value. Management believes that the fair value of the stock ‑based awards is more reliably measured than the fair value of the services received. The fair value of each non ‑employee award is re ‑measured each period until a commitment date is reached, which is generally the vesting date. Income Taxes The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to the differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the fiscal year in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, relative tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies. The Company recognizes uncertain income tax positions taken on income tax returns at the largest amount that is more ‑likely ‑than ‑not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of its income tax provision. During the years ended December 31, 2013, 2014 and 2015, we did not record any material interest income, interest expense or penalties related to uncertain tax positions or the settlement of audits for prior periods. Presentation of Certain Taxes The Company collects various taxes from dealers and distributors and remits these amounts to the applicable taxing authorities. The Company’s accounting policy is to exclude these taxes from revenue and cost of revenue. Research and Development Research and development expenses consist primarily of personnel costs, including incentive compensation, depreciation associated with research and development equipment, contract labor and consulting services, facilities ‑related costs, and travel ‑related costs. Research and development costs are expensed as incurred. Sales and Marketing Sales and marketing costs consist primarily of dealer-directed advertising and promotions, lead generation, social media engagements and training events, tradeshow expenditures and market-specific advertising. Advertising and other promotional costs are expensed as incurred and were $0.5 million, $0.5 million, and $2.4 million for the years ended December 31, 2013, 2014, and 2015, respectively. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which amends the guidance in ASC 605, “Revenue Recognition.” The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, deferring the effective date of this standard for one year, and is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The deferred standard allows early adoption of the standard on the original effective date of December 15, 2016. The Company is still evaluating the impact of adopting this guidance as well as whether the Company will apply the amendments retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of applying this update at the date of initial application. In August 2014, the FASB issued ASU 2014-15, ‘‘Presentation of Financial Statements — Going Concern (Subtopic 205-40).’’ The amended guidance requires an entity to prepare financial statements under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting, if liquidation of the entity becomes imminent. The guidance is effective for the annual period ending on December 31, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company early adopted this guidance, and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows. In April 2015, the FASB issued ASU 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Customers Accounting for Fees Paid in a Cloud Computing Arrangement.” This update provides guidance regarding the accounting for fees paid by a customer in cloud computing arrangements. If a cloud computing arrangement includes a software license, the payment of fees should be accounted for in the same manner as the acquisition of other software licenses. If there is no software license, the fees should be accounted for as a service contract. The guidance is effective in fiscal years beginning after December 15, 2015 and early adoption is permitted. An entity can elect to adopt the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. The Company adopted this guidance early and will apply the guidance prospectively. The adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows. In July 2015, the FASB issued ASU 2015-11, “Inventory (Subtopic 330) – Simplifying the Measurement of Inventory.” This update requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method (RIM) are not impacted by the new guidance. The guidance is effective in fiscal years beginning after December 15, 2016, including interim periods within those years. Prospective application is required. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is evaluating the impact of adopting this guidance. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company adopted this guidance early, and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows, other than the measurement period adjustment discussed in Note 4. In November 2015, the FASB issued ASU 2015-17, “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes .” This update requires that all deferred tax assets and liabilities, along with any valuation allowance, be classified as non-current on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The guidance does not change the existing guidance requirement that only permits offsetting within a jurisdiction; as a result, companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The new guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively by reclassifying the comparative balance sheet. The Company adopted this guidance early and applied it prospectively; therefore, prior periods were not retrospectively adjusted. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Components | |
Balance Sheet Components | 2. Balance Sheet Components Inventories consisted of the following (in thousands): December 31, December 31, 2014 2015 Finished goods $ $ Component parts Work-in-process — $ $ Property and equipment, net consisted of the following (in thousands): December 31, December 31, 2014 2015 Computer equipment and software $ $ Manufacturing tooling and test equipment Lab and warehouse equipment Leasehold improvements Furniture and fixtures Marketing equipment Less: accumulated depreciation $ $ Other assets consisted of the following (in thousands): December 31, December 31, 2014 2015 Deposits $ $ Prepaid licensing Other — $ $ Accrued liabilities consisted of the following (in thousands): December 31, December 31, 2014 2015 Sales returns and warranty accruals $ $ Compensation accruals Other accrued liabilities $ $ |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements. | |
Fair Value Measurements | 3. Fair Value Measurements Assets Measured and Recorded at Fair Value on a Recurring Basis The Company’s financial assets that are measured at fair value on a recurring basis consist of money market funds and available-for-sale investments. The following three levels of inputs are used to measure the fair value of financial instruments: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs are used when little or no market data is available. The fair values for substantially all of the Company’s financial assets are based on quoted prices in active markets or observable inputs. For Level 2 securities, the Company uses a third-party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application and corroborative information. The Company determines realized gains or losses on the sale of marketable securities on a specific identification method. During the year s ended December 31, 2014 and 2015, the Company did not record significant realized gains or losses on the sales of available-for-sale investments. The following tables show the Company’s cash and available-for-sale investments’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents or short- or long-term investments as of December 31, 2014 and December 31, 2015 (in thousands): December 31, 2014 Cash and Adjusted Unrealized Unrealized Cash Short-term Long-term Cost Gains Losses Fair Value Equivalents Investments Investments Cash $ $ — $ — $ $ $ — $ — Level 1: Money market funds — — — — Subtotal — — — — Level 2: Asset-backed securities — — — Corporate bonds — Commercial paper — — — — U.S. agency securities — — — — Subtotal — Total $ $ $ $ $ $ $ December 31, 2015 Cash and Adjusted Unrealized Unrealized Cash Short-term Long-term Cost Gains Losses Fair Value Equivalents Investments Investments Cash $ $ — $ — $ $ $ — $ — Level 1: Money market funds — — — — U.S. government notes — — — Subtotal — — Level 2: Asset-backed securities — — — Corporate bonds — Commercial paper — — — — U.S. agency securities — — — Subtotal — Total $ $ $ $ $ $ $ As of December 31, 2015, the Company considers the declines in market value of its investment portfolio to be temporary in nature and does not consider any of its investments other-than-temporarily impaired. The Company typically invests in highly-rated securities, and its investment policy generally limits the amount of credit exposure to any one issuer. The policy requires investments generally to be investment grade, with the primary objective of minimizing the potential risk of principal loss. Fair values were determined for each individual security in the investment portfolio. The maturities of the Company’s long-term investments range from one to two years. When evaluating an investment for other-than-temporary impairment the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates, and the Company’s intent to sell, as well as the fact it is not more likely than not that the Company will be required to sell the investment before recovery of the investment’s cost basis, which may be maturity. During the year s ended December 31, 2014 and 2015, the Company did not recognize any significant impairment charges. Fair Value of Other Financial Instruments The carrying amounts reported in the accompanying consolidated financial statements for cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximate their fair value because of the short term nature of the accounts. The fair value of the notes payable approximates its carrying value based on the variable nature of interest rates and current market rates available to the C ompany (see Note 6 ). As a result, the balance of the notes payable is categorized within the Level 2 fair value hierarchy. Derivative Financial Instruments The Company has foreign currency exposure related to the operations in the United Kingdom, Australia, as well as other foreign locations. In 2015, the Company entered into forward contracts to help offset the exposure to movements in foreign currency exchange rates in relation to certain U.S. dollar denominated balance sheet accounts of its subsidiaries in the United Kingdom and Australia. The foreign currency derivatives are not designated as accounting hedges. The Company recognizes these derivative instruments as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value. The Company records changes in the fair value (i.e. gains or losses) of these derivative instruments in the accompanying Consolidated Statements of Operations as Other income (expense), net. The settlement of these transactions are included in net income (loss) in the accompanying Consolidated Statements of Cash Flow. The Company settles its foreign exchange contracts on the last day of every month . As a result, there are no assets or liabilities recorded in the accompanying Consolidated Balance Sheets related to derivative instruments as of December 31, 2015. The following table shows the pre-tax gains (losses) of the Company’s derivative instruments not designated as hedging instruments (in thousands): Years Ended December 31, Income Statement Location 2013 2014 2015 Foreign exchange contracts Other income (expense), net $ — $ — $ |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Acquisition | |
Acquisition | 4. Acquisition During the year ended December 31, 2015, t he Company, through its newly formed, wholly owned subsidiary, Control4 Australia Pty., Ltd (“Control4 Australia”), completed the acquisition of Nexus, an Australia-based provider of audio/video distribution products (under the brand of “Leaf”), pursuant to a Share Sale Agreement dated January 30, 2015, by and among Control4 Australia and all of the shareholders of Nexus, under which Control4 Australia purchased all of the issued and outstanding shares of Nexus from its shareholders and Nexus became a wholly owned subsidiary of Control4 Australia. The total consideration transferred was $8.5 million in cash. Of the cash consideration, $750,000 of cash was deposited in escrow as partial security for the indemnification obligations of the Nexus shareholders pursuant to the Share Sale Agreement, which was released to the Nexus shareholders on December 18, 2015. The Company had previously sold select Leaf products to its North American dealer network. Through this acquisition, the Company believes it will be able to offer a complete array of video distribution solutions under the Control4 brand to Control4 customers worldwide, gain market share in the growing audio and video (A/V) category, and leverage Leaf’s valuable engineering expertise to develop new and innovative A/V solutions. The Company determined the Nexus acquisition was not a significant acquisition under Rule 3-05 of Regulation S-X. During the year ended December 31, 2014, the Company, through its wholly owned subsidiary, Control4 EMEA, LTD (“Control4 EMEA”), completed the acquisition of Extra Vegetables Limited, a company incorporated in England and Wales (“Extra Vegetables”), pursuant to a Stock Purchase Agreement dated August 28, 2014, by and among Control4 EMEA and all of the shareholders of Extra Vegetables (the “Purchase Agreement”). Extra Vegetables developed integration modules and third-party device drivers for Control4 and other third-party home automation systems. Pursuant to the terms of the Purchase Agreement, Control4 EMEA purchased all of the issued and outstanding shares of Extra Vegetables from its shareholders (each a “Selling Shareholder,” and together, the “Selling Shareholders”) and Extra Vegetables became a wholly owned subsidiary of Control4 EMEA. Each Selling Shareholder also agreed to become an employee of Control4 EMEA or Control4. The total consideration transferred was $0.9 million in cash, which included a base purchase price of $0.7 million and $0.2 million as payment for Extra Vegetables’ net working capital. The Company incurred $0.0 million and $1.4 million in acquisition-related expenses accounted for in general and administrative expenses and cost of revenue for the years ended December 31, 2014 and 2015, respectively. Total consideration transferred for these acquisitions was allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the acquisition date as set forth below. Management estimated the fair values of tangible and intangible assets and liabilities in accordance with the applicable accounting guidance for business combinations. With regards to the Nexus acquisition, d ue to new information obtained related to warranty and tax liabilities based on facts that existed at the acquisition date, the Company recorded measurement period adjustments to other assets acquired, goodwill, and other liabilities assumed. The net change to goodwill was an increase of $0.2 million. Had these adjustments been recorded as of the acquisition date, the Company’s cost of revenue would have decreased $0.1 million for the three months ended March 31, 2015, decreased $0.1 million for the three months ended June 30, 2015, and increased $0.2 million for the three months ended September 30, 2015, respectively. The following reflects the Company’s final allocation of consideration transferred for fiscal 2014 and 2015 acquisitions (in thousands): Fiscal 2014 Fiscal 2015 Acquisition Acquisition Cash $ $ Inventory . — Other assets acquired Intangible assets Goodwill Total assets acquired Accounts payable — Taxes payable — Warranty liability — Other liabilities assumed Total net assets acquired $ $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill consisted of the following (in thousands): Amount Balance at December 31, 2013 $ — Current period acquisitions Balance at December 31, 2014 Current period acquisitions Foreign currency translation adjustment Balance at December 31, 2015 $ Goodwill represents the excess of consideration transferred over the fair value of assets acquired and liabilities assumed and is attributable to assembled workforces as well as the benefits expected from combining the Company’s research and engineering operations with the acquired company’s. For a discussion of the significant changes in goodwill, see Note 4. The Company’s goodwill is not deductible for income tax purposes. Intangible assets The Company’s intangible assets and related accumulated amortization consisted of the following as of December 31, 2014 and December 31, 2015 (in thousands): December 31, 2014 Gross Carrying Accumulated Amount Amortization Net Developed technology $ $ $ Non-competition agreements Total intangible assets $ $ $ December 31, 2015 Gross Carrying Accumulated Amount Amortization Net Developed technology $ $ $ Customer relationships Non-competition agreements Total intangible assets $ $ $ For a discussion of the significant changes in intangible assets, see Note 4 . The weighted average amortization period is 4. 8 years for developed technology, 5.0 years for customer relationships, 2.0 years for non-competition agreements, and 4. 8 years in total. The Company recorded amortization expense during the respective periods for these intangible assets as follows: (in thousands): Years Ended December 31, 2014 2015 Amortization of intangible assets $ $ Amortization of finite lived intangible assets as of December 31 , 2015 is as follows for the next five years (in thousands): Amount 2016 $ 2017 2018 2019 2020 $ |
Long-Term Obligations
Long-Term Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Obligations | |
Long-Term Obligations | 6. Long ‑Term Obligations Loan and Security Agreement In June 2013, the Company entered into an Amended and Restated Loan and Security Agreement with Silicon Valley Bank (the “SVB Agreement”), which consisted of a revolving credit facility of $13.0 million (subject to certain borrowing base restrictions) and term borrowings to fund purchases of property and equipment. All borrowings under the SVB Agreement are collateralized by the general assets of the Company. Term borrowings are payable in 42 equal monthly payments of principal plus interest and bear interest at prime plus 0.50% , which was 4.00% at December 31, 2015. The Company did not renew the revolving credit facility upon maturity in May 2015. The SVB Agreement contains various restrictive and financial covenants and the Company was in compliance with each of these covenants as of December 31, 2015. Future principal payments on outstanding term borrowings as of December 31, 2015 are as follows (in thousands): 2016 2017 $ |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Income Taxes | 7. Income Taxes The domestic and foreign components of net income (loss) before income tax expense consists of the following for the periods shown below (in thousands): Years Ended December 31, 2013 2014 2015 Income (loss) before income taxes: Domestic $ $ $ Foreign Total income (loss) before income taxes $ $ $ The provision for income taxes consisted of the following components (in thousands): Years Ended December 31, 2013 2014 2015 Current: Domestic Federal $ $ $ State Foreign Total current tax expense Deferred: Domestic Federal State Foreign Valuation allowance Total deferred tax benefit Total income tax expense $ $ $ A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate follows: Years Ended December 31, 2013 2014 2015 Federal income tax rate % % % State taxes, net of federal benefit Stock-based compensation Stock warrant — — Research and development credits — Change in valuation allowance Non-deductible acquisition costs — — Return to provision adjustments Permanent items Differences in foreign tax rates Other, net — Effective income tax rate % % % Deferred tax assets and (liabilities) are comprised of the following (in thousands): December 31, 2014 2015 Deferred Tax Assets: Reserves and accruals $ $ Inventories Net operating loss carryforwards Property, plant and equipment Intangible assets — Stock-based compensation Research and development credit carryforwards Other — Total deferred tax assets Valuation allowance Total deferred tax assets Deferred Tax Liabilities: Undistributed earnings of foreign subsidiaries Intangible assets — Property and equipment — Total deferred tax liabilities Net deferred tax asset (liability) $ $ At December 31, 2014 and 2015, the Company had a full valuation allowance against the deferred tax assets of its domestic operations as it believes it is more likely than not that these benefits will not be realized. Significant judgment is required in determining the Company’s provision for income taxes, recording valuation allowances against deferred tax assets and evaluating the Company’s uncertain tax positions. In evaluating the ability to recover its deferred tax assets, in full or in part, the Company considers all available positive and negative evidence, including past operating results, forecast of future market growth, forecasted earnings, future taxable income and prudent and feasible tax planning strategies. Due to historical net losses incurred and the uncertainty of realizing the deferred tax assets, for all the periods presented, the Company has a full valuation allowance against domestic deferred tax assets. To the extent that the Company generates positive income and expects, with reasonable certainty, to continue to generate positive domestic income, the Company may release all or a portion of the valuation allowance in a future period. This release would result in the recognition of certain deferred tax assets, resulting in a decrease to income tax expense for the period such release is made. In addition, the effective tax rate in subsequent periods would increase, and more closely approximate the federal statutory rate of 34%, after giving consideration to state income taxes, foreign income taxes and the effect of exercising incentive stock options. The net valuation allowance decreased by approximately $1.8 million and $0.8 million during the years ended December 31, 2014 and 2015, respectively. Net operating loss and tax credit carryforwards as of December 31, 2015 are as follows (in thousands): Amount Expiration Years Net operating losses, federal $ 2025 - 2035 Net operating losses, state 2019 - 2033 Tax credit carryforwards, federal 2023 - 2034 Tax credit carryforwards, state 2017 - 2028 Net operating losses, foreign None Approximately $ 19.1 million of the net operating losses reported above represents unrecorded tax benefits for stock ‑based compensation, which will be recorded in additional paid in capital when realized. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended (the “IRC”), and similar state provisions. The Company recently performed a detailed analysis under Section 382 of the IRC to determine whether any ownership changes had occurred. The effect of an ownership change would be the potential imposition of annual limitations on the use of net operating loss carryforwards attributable to periods before the change. The detailed analysis confirmed that Section 382 ownership changes occurred on July 29, 2003 and March 27, 2007, but the Company concluded that the ownership changes do not result in any limitations regarding the utilization of net operating loss carryforwards. The following is a reconciliation of the changes in the gross balance of unrecognized tax benefits, excluding interest and penalties (in thousands): Years Ended December 31, 2013 2014 2015 Balance at the beginning of the period $ $ $ Current year additions — Balance at the end of the period $ $ $ No additional unrecognized tax benefits were computed for the 2015 Tax Year, pending completion of a U.S federal research and development credit tax study. Domestic research and development credits are the only source of unrecognized tax benefits. As there are no new domestic credits, there is no current year change in unrecognized tax benefits. As of December 31, 2015, the amount of unrecognized tax benefits that would, if recognized, impact the Company’s effective income tax rate is approximately $3.6 million. The Company files income tax returns in the United States, including various state and local jurisdictions. The Company’s subsidiaries file income tax returns in the United Kingdom, Australia, China, Germany, and India. The Company is subject to examination in the United States, the United Kingdom, Australia, Hong Kong, China, Germany, and India as well as various state jurisdictions. As of December 31, 2015, the Company was not under examination by any tax authorities. Tax years beginning in 2012 are subject to examination by tax authorities in the United States and in some states tax years as early as 2011 are subject to examination by tax authorities, although net operating loss and credit carryforwards from all years are subject to examinations and adjustments for at least three years following the year in which the attributes are used. Tax years beginning in 2011 are subject to examination by the taxing authorities in Hong Kong. Tax years beginning in 2012 are subject to examination by the taxing authorities in China and India. Tax years beginning in 2013 are subject to examination by the taxing authorities in the United Kingdom. Tax years beginning in 2015 are subject to examination by the taxing authorities in Australia and Germany. At December 31, 2015, the Company had undistributed foreign earnings of $ 2.7 million, which the Company intends to permanently reinvest in foreign subsidiaries in Australia and the United Kingdom. Unrecognized deferred tax liabilities of $ 1.0 million from temporary differences related to the investment in these foreign subsidiaries would have been taxable if the Company repatriated the foreign earnings. The Company anticipates that future overseas earnings in these jurisdictions will also be reinvested indefinitely. In accordance with the indefinite reversal criteria, the foreign currency gains recorded in other comprehensive income related to foreign currency translation in these jurisdictions have not been tax effected. |
Equity Compensation
Equity Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Equity Compensation | |
Equity Compensation | 8. Equity Compensation Stock Options In 2003, the Board of Directors adopted the 2003 Equity Incentive Plan (the “2003 Plan”), which provided for the granting of nonqualified and incentive stock options, stock appreciation rights, stock awards and restricted stock. Under the 2003 Plan, the Company was able to grant nonqualified and incentive stock options to directors, employees and non ‑employees providing services to the Company. On June 11, 2013, the Company’s Board of Directors adopted the 2013 Stock Option and Incentive Plan (the “2013 Plan”), which was subsequently approved by the Company’s stockholders. The 2013 Plan became effective as of the closing of the Company’s initial public offering. To the extent that any awards outstanding under the 2003 Plan are forfeited or lapse unexercised subsequent to August 1, 2013, the shares of common stock subject to such awards will become available for issuance under the 2013 Plan. The 2013 Plan provides for annual increases in the number of reserved shares of up to 5% of the outstanding number of shares of the Company’s Common Stock as of the preceding December 31. The Company and its Board of Directors decided to forego increasing the number of reserved shares on January 1, 2016, and will revisit this option for an annual increase next year. A summary of stock option activity for the years ended December 31, 2013, 2014 and 2015 is presented below: Weighted Weighted Average Shares Subject Average Weighted Remaining to Options Grant Date Average Contractual Outstanding Fair Value Exercise Price Life (Years) Balance at December 31, 2013 $ Granted $ Exercised Expired Forfeited Balance at December 31, 2014 Granted Exercised Expired Forfeited Balance at December 31, 2015 Exercisable options at December 31, 2014 Vested and expected to vest at December 31, 2014 Exercisable options at December 31, 2015 Vested and expected to vest at December 31, 2015 The following table summarizes information about stock options outstanding and exercisable at December 31, 2015: Options Outstanding Options Exercisable Weighted- Weighted- Weighted Average Average Average Number of Remaining Number of Remaining Exercise Underlying Contractual Underlying Contractual Range of Exercise Prices Price Shares Life (in years) Shares Life (in years) $ - $ - $ - $ - $ - The total fair value of stock option awards vested during the year ended December 31, 2015 was $ 8.0 million. The following table summarizes the aggregate intrinsic ‑value of options exercised, outstanding and exercisable (in thousands): For the Years Ended and as of December 31, 2013 2014 2015 Options Exercised $ $ $ Options Exercisable Options Vested and Expected to Vest The fair value of each option award is estimated on the date of grant using the Black ‑Scholes option ‑pricing model with the following assumptions: Years Ended December 31, 2013 2014 2015 Expected volatility 56 - 59 % 49 - 60 % 51 - 55 % Expected dividends 0 % 0 % 0 % Expected terms (in years) 3.3 - 7.2 1.0 - 6.1 5.3 - 6.1 Risk-free rate 0.8 - 1.7 % 0.3 - 2.0 % 1.3 - 1.8 % Restricted stock units A summary of restricted stock unit activity for the year ended December 31, 2015 is presented below: Number of Weighted Average Shares Grant Date Fair Value Non-vested balance at December 31, 2014 — Awarded $ Vested — Forfeited Non-vested balance at December 31, 2015 The aggregate intrinsic value of unvested restricted stock at December 31, 2015 was $3.1 million. The aggregate intrinsic value represents the total pretax intrinsic value, based on the Company’s stock price of $7.27 as of December 31, 2015, which would have been received by the restricted stock award holders had all restricted stock awards been vested as of that date. Stock-based compensation expense Total stock ‑based compensation expense has been classified as follows in the accompanying Consolidated Statements of Operations (in thousands): Years Ended December 31, 2013 2014 2015 Cost of revenue $ $ $ Research and development Sales and marketing General and administrative Total stock-based compensation expense $ $ $ At December 31, 2015, there was $ 11.7 million of total unrecognized compensation cost related to non ‑vested stock option awards that will be recognized over a weighted ‑average period of 2.4 years. At December 31, 2015, there was $3.2 million of total unrecognized compensation cost related to non-vested restricted stock units that will be recognized over a weighted-average period of 3.6 years. |
Share Repurchases
Share Repurchases | 12 Months Ended |
Dec. 31, 2015 | |
Share Repurchases | |
Share Repurchases | 9. Share Repurchases In May 2015, our Board of Directors authorized the repurchase of up to $20 million in Control4 common stock from time to time on the open market. In February 2016, our Board of Directors authorized an extension to this repurchase program from its original end-date of May 13, 2016 to June 30, 2017, unless terminated earlier. During the year ended December 31, 2015, the Company repurchased 1,154,480 share s of common stock for $9.0 million . As of December 31, 2015, we have $11.0 million remaining to repurchase shares of common stock under this share repurchase program. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions | |
Related Party Transactions | 10. Related Party Transactions For the years ended December 31, 2013 and 2014, the Company had sales agreements with companies affiliated with certain of its investors. The following table sets forth revenue from product sales to these companies (in thousands): Years Ended December 31, 2013 2014 Company 1 $ $ Company 2 Company 3 Company 4 — $ $ As of December 31, 2014, the Company had accounts receivable from these companies totaling $1.5 million. For the year ended December 31, 2015, the former owner of Nexus, who was an employee of the Company, owned and operated a Control4 authorized distributorship in Dubai until September 13, 2015, when he sold the distributorship to an unrelated third party. Revenue from product sales to that distributor for the period from the acquisition date of January 30, 2015 through September 13, 2015 was $0.4 million. As of December 31, 2015, the Company did not have accounts receivable from this related party. In addition, a member of the Company’s Board of Directors is also an officer of a company that has a product line the Company began selling in its online store in November 2015. For the year ended December 31, 2015, Control4 recognized revenue from sales of this product line of $9,000 , net of cost of revenue, consistent with the Company’s accounting policy on sales of third-party products sold through the Company’s online ordering system. At December 31, 2015, the Company had accounts payable due to this related party of $34,000 . During the year ended December 31, 2015, the Company executed a royalty agreement with a company that has a director who is also a member of the Company’s Board of Directors. At December 31, 2015, the Company had incurred royalty expenses of $40,000 and had accounts payable due to this related party of $40,000 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. Commitments and Contingencies Operating Leases The Company leases office and warehouse space under operating leases that expire between 2016 and 2018. The terms of the leases include periods of free rent, options for the Company to extend the leases ( three to five years) and increasing rental rates over time. The Company recognizes rental expense under these operating leases on a straight- line basis over the lives of the leases and has accrued for rental expense recorded but not paid. Rental expense was approximately $1.4 million, $1.8 million and $1.9 million for the years ended December 31, 2013, 2014 and 2015, respectively. Future minimum rental payments required under non ‑cancelable operating leases with initial or remaining terms in excess of one year consist of the following as of December 31, 2015 (in thousands): 2016 $ 2017 2018 2019 2020 Thereafter $ Purchase Commitments The Company had non ‑cancellable purchase commitments for the purchase of inventory, which extend through June 2016 totaling approximately $38.4 million at December 31, 2015. Indemnification The Company has agreed to indemnify its officers and directors for certain events or occurrences, while the officer or director is or was serving at the Company’s request in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that provides corporate reimbursement coverage that limits its exposure and enables it to recover a portion of any future amounts paid. The Company is unable to reasonably estimate the maximum amount that could be payable under these arrangements since these obligations are not capped but are conditional to the unique facts and circumstances involved. Accordingly, the Company has no liabilities recorded for these agreements as of December 31, 2015. Legal Matters On April 15, 2015, Intuitive Building Controls, Inc. (“IBC”), a corporation organized under the laws of Texas, filed a Complaint against the Company in the Eastern District of Texas, and the Company filed its Answer on June 10, 2015. During April 2015, IBC filed similar complaints against several other companies. IBC’s Complaint asserts that the Company’s lighting control systems, specifically including the Company’s controllers and in-wall touch screens, infringe three United States patents that IBC owns by assignment: U.S. Patent Nos. 6,118,230 (the “’230 patent”), 6,160,359 (the “’359 patent”) and 5,945,993 (the “’993 patent”). The Complaint seeks injunctive relief and monetary damages. On February 12, 2016, the court granted the parties’ joint motion to stay all action in this case pending the U.S. Patent and Trademark Office’s final written decision in its Inter Partes Review proceedings assessing the validity of certain claims of the ‘359 and ‘993 patents. Based on the Company’s preliminary investigation of the patents at issue, the Company does not believe its products infringe any valid or enforceable claim of these patents. Accordingly, the Company will continue to vigorously defend itself against IBC’s allegations, however the outcome of the defense of these claims is uncertain at this time, so the Company cannot estimate the amount of liability, if any, which could result from an adverse resolution of this matter. On April 28, 2015, the Company received a letter from Certified Measurement, LLC ("Certified Measurement"), alleging that some of its products infringe three patents owned by assignment by Certified Measurement. The Company is conducting an investigation of the claims made by Certified Measurement regarding these three patents, and based on the preliminary results of this investigation, the Company does not believe its products infringe any valid or enforceable claim of these patents. Certified Measurement has not initiated litigation against the Company, but if they do the Company intends to defend itself vigorously with respect to this and any other related claims or litigation. Since no complaint has been filed and the outcome of any potential legal proceedings related to these claims is uncertain at this time, the Company cannot estimate the amount of liability, if any, which could result from an adverse resolution of this matter. The Company establishes reserves for specific liabilities in connection with legal actions that it deems to be probable and estimable. In management’s opinion, the Company is not currently involved in any legal proceedings other than specifically identified above, that individually or in the aggregate, could have a material effect on the Company’s financial condition, operations, or cash flows. Currently, a range of loss associated with any individual material legal proceeding cannot be reasonably estimated . |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Event | |
Subsequent Event | 12. Subsequent Events Stock Purchase Agreement with Pakedge Device & Software Inc. On January 29, 2016, Control4 entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Pakedge. Pursuant to the Purchase Agreement, Control4 acquired all of the outstanding common stock of Pakedge . In accordance with the terms and conditions of the Purchase Agreement, Control4 agreed to acquire all of the outstanding shares of common stock of Pakedge on January 29, 2016 (the “Closing Date”) for a price of $32.0 million. After customary working capital adjustments and net of cash in Pakedge as of the Closing Date, the total purchase price is expected to be approximately $32.7 million (the “Purchase Price”). Approximately 15% of the Purchase Price will be held in escrow for up to 18 months to cover any of the Sellers’ post-Closing obligations, including without limitation any indemnification obligations that may arise. The Purchase Price was funded as follows: (i) approximately $5.0 million was financed by Control4 pursuant to its line of credit with SVB and (ii) the balance of the Purchase Price was funded by Control4’s cash and cash equivalents. In addition, Control4 committed to grant retention Restricted Stock Units (“RSUs”) to certain key employees of Pakedge upon their acceptance of employment offers with Control4. These RSUs will be granted pursuant to Control4’s 2013 Stock Option and Incentive Plan and will vest over three years. The Company is in the process of determining the fair values of the net assets acquired and will include Pakedge’s results of operations in its financial statements with effect from the purchase date. Due to the timing of the acquisition, it is not currently practicable to include any preliminary disclosures of estimated fair values or pro forma information. Amendment to the Silicon Valley Bank Loan Agreement On January 29, 2016, Control4 entered into the Second Loan Modification Agreement (the “2016 Loan Amendment”) with Silicon Valley Bank, a California corporation (“SVB”), which amends that certain Amended and Restated Loan and Security Agreement dated as of June 17, 2013, between Control4 and SVB (the “2013 Loan Agreement”). In the 2016 Loan Amendment, Control4 establishes a revolving credit facility of $30.0 million under the terms of the 2013 Loan Agreement (the “New Credit Facility”). All borrowings under the New Credit Facility are collateralized by the general assets of the Company. Amounts borrowed under the New Credit Facility are due and payable in full on the maturity date, which is January 28, 2018. Advances made pursuant to the New Credit Facility are either: (i) Prime Rate Advances, which bear interest at the Prime Rate plus a Prime Rate Margin of either 0% or 0.25% , depending on Control4’s leverage ratio for the subject quarter, or (ii) LIBOR Rate Advances, which bear interest at the LIBOR Rate plus a LIBOR Rate Margin of either 2.50% or 2.75% , depending on Control4’s leverage ratio for the subject quarter. Control4 paid a commitment fee of $75,000 in connection with the New Credit Facility, and will be assessed an Unused 2016 Revolving Line Facility Fee of 0.25% in any quarter where the amount of advances under the New Credit Facility is less than $15.0 million. As a condition of the 2016 Loan Amendment , Control4 must satisfy certain financial covenants including: (i) a liquidity coverage test such that the ratio of (a) Control4’s unrestricted cash at SVB plus net billed accounts receivable to (b) Control4’s aggregate amount of outstanding obligations to SVB is at least 1.50 :1.0,and (ii) an interest coverage test such that the ratio, during the subject 12-month period, of (x) Control4’s Adjusted EBITDA (as defined in the 2016 Loan Amendment) minus unfunded capital expenditures and cash taxes to (y) the actual interest payments due to SVB is at least at least 2.0 :1.0. The liquidity coverage covenant is waived as long as its cash, cash equivalents and securities/investments with SVB are above $30.0 million. |
Description of Business and S21
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Description of Business and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly ‑owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision ‑maker, the Chief Executive Officer, in making decisions regarding resource allocation and accessing performance. To date, the Company has viewed its operations and manages its business as one operating segment. |
Concentrations of Risk | Concentrations of Risk The C ompany’s accounts receivable is derived from revenue earned from its worldwide network of independent dealers and distributors. The Company’s sales to dealers and distributors located outside the United States are genera lly denominated in U.S. dollars, except for sales to dealers and distributors located in the United Kingdom, Australia, and the European Union, which are generally denominated in pounds sterling, Australian dollar s , euro s , respectively. There were no individual account balances greater than 10% of total accounts receivable at December 31, 2014 and December 31, 2015. No dealer or distributor accounted for more than 10% of total revenue for the years ended December 31, 2013, 2014 and 2015. The Company relies on a limited number of suppliers for its contract manufacturing. A significant disruption in the operations of one of these manufacturers would impact the production of the Company’s products for a substantial period of time, which could have a material adverse effect on the Company’s business, financial condition and results of operations. |
Geographic Information | Geographic Information The Company’s revenue includes amounts earned through sales to dealers and distributors located outside of the United States. With the exception of Canada, no single foreign country accounted for more than 10% of total revenue for the years ended December 31, 2013 and 2014. There was no single foreign country that accounted for more than 10% of total revenue for the year ended December 31, 2015. The following table sets forth revenue from the U.S., Canadian and all other international dealers and distributors combined (in thousands): Years Ended December 31, 2013 2014 2015 Revenue-United States $ $ $ Revenue-Canada Revenue-all other international sources Total revenue $ $ $ International revenue (excluding Canada) as a percent of total revenue % % % |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates including those related to revenue recognition, sales returns, provisions for doubtful accounts, product warranty, inventory obsolescence, litigation, determination of fair value of stock options, deferred tax asset valuation allowances and income taxes. Actual results may differ from those estimates. |
Product Warranty | Product Warranty The Company provides its customers a limited product warranty of two years, which requires the Company, at its option, to repair or replace defective products during the warranty period at no cost to the customer or refund the purchase price. The Company estimates the costs that may be incurred to replace, repair or issue a refund for defective products and records a reserve at the time revenue is recognized. Factors that affect the Company’s warranty liability include the number of installed systems, the Company’s historical experience and management’s judgment regarding anticipated rates of product warranty returns, net of refurbished products. The Company assesses the adequacy of its recorded warranty liability each period and makes adjustments to the liability as necessary. Warranty costs accrued includes amounts accrued for products at the time of shipment, adjustments for changes in estimated costs for warranties on products shipped in the period, and changes in estimated costs for warranties on products shipped in prior periods. It is not practicable for the Company to determine the amounts applicable to each of these components. The following table presents the changes in the product warranty liability (in thousands): Years Ended December 31, 2013 2014 2015 Balance at the beginning of the period $ $ $ Warranty costs accrued Warranty claims Balance at the end of the period $ $ $ |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period that have a dilutive effect on net income per share. Potentially dilutive common shares result from the assumed exercise of outstanding stock options and settlement of restricted stock units. The following table presents the reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share (in thousands): Years Ended December 31, 2013 2014 2015 Numerator: Net income (loss) $ $ $ Denominator: Weighted average common stock outstanding for basic net income (loss) per common share Effect of dilutive securities—stock options, restricted stock units, and warrants to purchase common stock — Weighted average common shares and dilutive securities outstanding In a net loss position, diluted net loss per share is computed using only the weighted-average number of common shares outstanding during the period, as any additional common shares would be anti-dilutive as they would decrease the loss per share. Potentially dilutive securities, including common equivalent shares, in which the assumed proceeds exceed the average market price of common stock for the applicable period, were not included in the calculation of diluted net income per share as their impact would be anti-dilutive. The following weighted-average common stock equivalents were anti-dilutive and therefore were excluded from the calculation of diluted net income (loss) per share (in thousands): Years Ended December 31, 2013 2014 2015 Options to purchase common stock Restricted stock units — — Warrants to purchase common stock — — Total |
Revenue Recognition | Revenue Recognition The Company sells its products through a network of independent dealers, regional and national retailers and distributors. These dealers, retailers and distributors generally sell the Company’s products to the end consumer as part of a bundled sale, which typically includes other third ‑party products and related services, project design and installation services and on ‑going support. The Company records estimated reductions to revenue for dealer, retailer and distributor incentives, primarily comprised of volume rebates, at the time of the initial sale. The estimated reductions to revenue for rebates are based on the sales terms and the Company’s historical experience and trend analysis. The most common incentive relates to amounts paid or credited to dealers and distributors for achieving defined volume levels or growth objectives. The Company’s products include embedded software that is essential to the functionality of the hardware. Accordingly, the hardware and embedded software are accounted for as a single deliverable. In 2013, the Company began bundling Control4 App software licenses with its new controllers. These software licenses do not include acceptance provisions, rights to updates (e.g., when ‑and ‑if ‑available enhancements or upgrades to the functionality of the software) or post ‑contract customer support such as technical support. When a software license and controller are sold together, a multiple element arrangement exists and revenue is allocated to each deliverable based on relative selling prices. Typically, delivery of both the product and the software license occurs at the same time. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is reasonably assured. Product or licensed software is considered delivered once it has been shipped and title and risk of loss have been transferred. For most of the Company’s product sales, these criteria are met at the time the product is shipped. Software license revenue represents fees earned from activating applications which allow end consumers to manage and control their automation systems using tablets, smartphones and other third ‑party devices. Software products such as Composer Home and Media Editions are sold on a limited basis and do not constitute a significant portion of revenue. The Company’s perpetual software licenses do not include acceptance provisions, rights to updates or upgrades or post ‑contract customer support such as technical support; the Company generally recognizes revenue at the time the software license is provided. The Company offers a subscription service that allows consumers to control and monitor their homes remotely and allows the Company’s dealers to perform remote diagnostic services. Subscription revenue is deferred at the time of payment and recognized on a straight ‑line basis over the period the service is provided. Total revenue for subscription services represents less than 10% of total revenue for all periods presented. The Company recognizes revenue net of cost of revenue for third ‑party products sold through the Company’s online ordering system. While the Company assumes credit risk on sales to its dealers and distributors for third ‑party products, the Company does not determine the product selling price, does not retain associated inventory risks and is not the primary obligor to the end consumer. The Company’s agreements with dealers and distributors generally do not include rights of return or acceptance provisions. Even though contractual agreements do not provide return privileges, there are circumstances in which the Company will accept returns. In addition, agreements with certain retail distributors contain price protection and limited rights of return. The Company maintains a reserve for such returns based on the Company’s historical return experience. Shipping charges billed to dealers and distributors are included in revenue and related shipping costs are included in cost of revenue. |
Cost of Revenue | Cost of Revenue Cost of revenue includes the following: the cost of inventory sold during the period, inventory write ‑down costs, payroll, purchasing costs, royalty obligations, shipping expenses to dealers and distributors and warehousing costs, which include inbound freight costs from manufacturers, rent, payroll and benefit costs, amortization of intangible assets and depreciation . |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid short ‑term investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents consist primarily of money market funds. |
Restricted Cash | Restricted Cash Restricted cash as of December 31, 2014 and 2015 , is composed of a guarantee made by our subsidiary in the United Kingdom to HM Revenue & Customs related to a customs duty deferment account. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company extends credit to the majority of its dealers and distributors, which consist primarily of small, local businesses. Issuance of credit is based on ongoing credit evaluations by the Company of dealers’ and distributors’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. The allowance is based upon the creditworthiness of the Company’s dealers and distributors, the dealers’ and distributors’ historical payment experience, the age of the receivables and current market and economic conditions. Provisions for potentially uncollectible accounts are recorded in sales and marketing expenses. The Company writes off accounts receivable balances to the allowance for doubtful accounts when it becomes likely that they will not be collected. The following table presents the changes in the allowance for doubtful accounts (in thousands): Years Ended December 31, 2013 2014 2015 Balance at beginning of period $ $ $ Provision Deductions Balance at end of period $ $ $ |
Inventories | Inventories Inventories consist primarily of hardware and related component parts and are stated at the lower of cost or market using the first ‑in, first ‑out method. The Company periodically assesses the recoverability of its inventory and reduces the carrying value of the inventory when items are determined to be obsolete, defective or in excess of forecasted sales requirements. Inventory write ‑downs for excess, defective and obsolete inventory are recorded as a cost of revenue and totaled $2.3 million, $1.7 million, and $2.3 million for the years ended December 31, 2013, 2014 and 2015, respectively. In 2013, the Company recorded a gain related to inventory purchase commitments of approximately $0.4 million , as the proceeds from liquidating the underlying inventory and the Company’s ability to consume common components exceeded original estimates. |
Property and Equipment | Property and Equipment Property and equipment are recorded at historical cost, less accumulated depreciation. Depreciation is computed using the straight ‑line method over the following estimated useful lives: Furniture and fixtures - years Manufacturing tooling and test equipment - years Lab and warehouse equipment - years Computer equipment and software - years Marketing equipment - years Maintenance and repairs that do not extend the life of or improve the asset are expensed in the year incurred. Leasehold improvements are depreciated over the estimated useful life (usually 3 ‑ 8 years) or the life of the associated lease, whichever is less. During the year ended December 31, 2014, the Company recorded approximately $0.7 million of leasehold improvement assets that were paid by the landlord, with a corresponding liability as the tenant improvement allowance was determined to be an incentive for renewing the lease. As of December 31, 2015, $0.5 million of these leasehold improvement assets are remaining. |
Intangible Assets | Intangible Assets Intangible assets primarily consist of acquired technology. The Company amortizes, to cost of revenue, definite ‑lived intangible assets on a straight ‑line basis over the life of the technology. |
Impairment of Long-Lived Assets | Impairment of Long ‑Lived Assets and Goodwill The carrying value of long ‑lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. The Company tests goodwill for impairment annually as of October 1, or whenever events or changes in circumstances indicate that goodwill may be impaired. The Company initially assesses 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 a 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, then the Company performs a first step by comparing the book value of net assets to the fair value of the Company’s single reporting unit. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. There was no impairment of long-lived assets or goodwill during the years ended December 31, 2013, 2014 and 2015. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s subsidiaries in the United Kingdom, Germany, Australia, Chin a, Hong Kong and India are the pound s terling, the e uro, the Australian dollar, the Chinese yuan, the Hong Kong d ollar and the Indian r upee, respectively. The subsidiary’s assets and liabilities have been translated to U.S. dollars using the exchange rates in effect at the balance sheet dates. Statements of operations amounts have been translated using the monthly average exchange rate for each year. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). Foreign currency transaction gains and losses resulting from exchange rate fluctuations on transactions denominated in a currency other than the local currency are included in other income (expense). The Company recognized foreign exchange gains of $34,000 for the year ended December 31, 2013 and foreign exchange losses of $0.4 million a nd $0.8 million f or the years ended December 31, 2014 and 2015 , respectively . |
Stock-Based Compensation | Stock ‑Based Compensation The Company recognizes compensation expense for all stock ‑based awards issued to employees and directors based on estimated grant date fair values. The Company selected the Black ‑Scholes option ‑pricing model to determine the estimated fair value at the date of grant for stock options. The fair value of each restricted stock unit award is based on the number of shares granted and the closing price of the Company’s common stock as reported on the NASDAQ Global Select Market. The Company elected to amortize compensation expense using the straight ‑line attribution method, under which stock ‑based compensation expense is recognized on a straight ‑line basis over the period the employee performs the related services, generally the vesting period, net of estimated forfeitures. The Company has estimated forfeiture rates based on its historical experience and will update the rates, as necessary, in subsequent periods if actual forfeitures differ from initial estimates. The Black ‑Scholes option ‑pricing model requires management assumptions regarding various factors that require extensive use of accounting judgment and financial estimates. The Company estimates the expected term for options using the simplified method, which utilizes the weighted average expected life of each tranche of the stock option, determined based on the sum of each tranche’s vesting period plus one ‑half of the period from the vesting date of each tranche to the stock option’s expiration, because the Company’s options are considered “plain vanilla.” The Company computed the expected volatility using multiple peer companies for a period approximating the expected term. The risk ‑free interest rate was determined using the implied yield on U.S. Treasury issues with a remaining term within the expected life of the award. The Company accounts for stock ‑based instruments and awards issued to non ‑employees at fair value. Management believes that the fair value of the stock ‑based awards is more reliably measured than the fair value of the services received. The fair value of each non ‑employee award is re ‑measured each period until a commitment date is reached, which is generally the vesting date. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to the differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the fiscal year in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, relative tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies. The Company recognizes uncertain income tax positions taken on income tax returns at the largest amount that is more ‑likely ‑than ‑not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of its income tax provision. During the years ended December 31, 2013, 2014 and 2015, we did not record any material interest income, interest expense or penalties related to uncertain tax positions or the settlement of audits for prior periods. |
Presentation of Certain Taxes | Presentation of Certain Taxes The Company collects various taxes from dealers and distributors and remits these amounts to the applicable taxing authorities. The Company’s accounting policy is to exclude these taxes from revenue and cost of revenue. |
Research and Development | Research and Development Research and development expenses consist primarily of personnel costs, including incentive compensation, depreciation associated with research and development equipment, contract labor and consulting services, facilities ‑related costs, and travel ‑related costs. Research and development costs are expensed as incurred. |
Sales and Marketing | Sales and Marketing Sales and marketing costs consist primarily of dealer-directed advertising and promotions, lead generation, social media engagements and training events, tradeshow expenditures and market-specific advertising. Advertising and other promotional costs are expensed as incurred and were $0.5 million, $0.5 million, and $2.4 million for the years ended December 31, 2013, 2014, and 2015, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which amends the guidance in ASC 605, “Revenue Recognition.” The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, deferring the effective date of this standard for one year, and is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The deferred standard allows early adoption of the standard on the original effective date of December 15, 2016. The Company is still evaluating the impact of adopting this guidance as well as whether the Company will apply the amendments retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of applying this update at the date of initial application. In August 2014, the FASB issued ASU 2014-15, ‘‘Presentation of Financial Statements — Going Concern (Subtopic 205-40).’’ The amended guidance requires an entity to prepare financial statements under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting, if liquidation of the entity becomes imminent. The guidance is effective for the annual period ending on December 31, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company early adopted this guidance, and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows. In April 2015, the FASB issued ASU 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Customers Accounting for Fees Paid in a Cloud Computing Arrangement.” This update provides guidance regarding the accounting for fees paid by a customer in cloud computing arrangements. If a cloud computing arrangement includes a software license, the payment of fees should be accounted for in the same manner as the acquisition of other software licenses. If there is no software license, the fees should be accounted for as a service contract. The guidance is effective in fiscal years beginning after December 15, 2015 and early adoption is permitted. An entity can elect to adopt the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. The Company adopted this guidance early and will apply the guidance prospectively. The adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows. In July 2015, the FASB issued ASU 2015-11, “Inventory (Subtopic 330) – Simplifying the Measurement of Inventory.” This update requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method (RIM) are not impacted by the new guidance. The guidance is effective in fiscal years beginning after December 15, 2016, including interim periods within those years. Prospective application is required. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is evaluating the impact of adopting this guidance. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company adopted this guidance early, and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows, other than the measurement period adjustment discussed in Note 4. In November 2015, the FASB issued ASU 2015-17, “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes .” This update requires that all deferred tax assets and liabilities, along with any valuation allowance, be classified as non-current on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The guidance does not change the existing guidance requirement that only permits offsetting within a jurisdiction; as a result, companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The new guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively by reclassifying the comparative balance sheet. The Company adopted this guidance early and applied it prospectively; therefore, prior periods were not retrospectively adjusted. |
Description of Business and S22
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Description of Business and Summary of Significant Accounting Policies | |
Schedule of revenue from United States, Canada and all other international dealers and distributors combined | The following table sets forth revenue from the U.S., Canadian and all other international dealers and distributors combined (in thousands): Years Ended December 31, 2013 2014 2015 Revenue-United States $ $ $ Revenue-Canada Revenue-all other international sources Total revenue $ $ $ International revenue (excluding Canada) as a percent of total revenue % % % |
Schedule of changes in the product warranty liability | The following table presents the changes in the product warranty liability (in thousands): Years Ended December 31, 2013 2014 2015 Balance at the beginning of the period $ $ $ Warranty costs accrued Warranty claims Balance at the end of the period $ $ $ |
Schedule of reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share | The following table presents the reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share (in thousands): Years Ended December 31, 2013 2014 2015 Numerator: Net income (loss) $ $ $ Denominator: Weighted average common stock outstanding for basic net income (loss) per common share Effect of dilutive securities—stock options, restricted stock units, and warrants to purchase common stock — Weighted average common shares and dilutive securities outstanding |
Schedule of anti-dilutive weighted-average common stock equivalents excluded from the calculation of diluted net loss per share | The following weighted-average common stock equivalents were anti-dilutive and therefore were excluded from the calculation of diluted net income (loss) per share (in thousands): Years Ended December 31, 2013 2014 2015 Options to purchase common stock Restricted stock units — — Warrants to purchase common stock — — Total |
Schedule of changes in the allowance for doubtful accounts | The following table presents the changes in the allowance for doubtful accounts (in thousands): Years Ended December 31, 2013 2014 2015 Balance at beginning of period $ $ $ Provision Deductions Balance at end of period $ $ $ |
Schedule of estimated useful lives of property and equipment | Furniture and fixtures - years Manufacturing tooling and test equipment - years Lab and warehouse equipment - years Computer equipment and software - years Marketing equipment - years |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Components | |
Schedule of inventories | Inventories consisted of the following (in thousands): December 31, December 31, 2014 2015 Finished goods $ $ Component parts Work-in-process — $ $ |
Schedule of property and equipment, net | Property and equipment, net consisted of the following (in thousands): December 31, December 31, 2014 2015 Computer equipment and software $ $ Manufacturing tooling and test equipment Lab and warehouse equipment Leasehold improvements Furniture and fixtures Marketing equipment Less: accumulated depreciation $ $ |
Schedule of other assets | Other assets consisted of the following (in thousands): December 31, December 31, 2014 2015 Deposits $ $ Prepaid licensing Other — $ $ |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): December 31, December 31, 2014 2015 Sales returns and warranty accruals $ $ Compensation accruals Other accrued liabilities $ $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements. | |
Schedule of cash and available-for-sale investments' adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents or short- or long-term investments | The following tables show the Company’s cash and available-for-sale investments’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents or short- or long-term investments as of December 31, 2014 and December 31, 2015 (in thousands): December 31, 2014 Cash and Adjusted Unrealized Unrealized Cash Short-term Long-term Cost Gains Losses Fair Value Equivalents Investments Investments Cash $ $ — $ — $ $ $ — $ — Level 1: Money market funds — — — — Subtotal — — — — Level 2: Asset-backed securities — — — Corporate bonds — Commercial paper — — — — U.S. agency securities — — — — Subtotal — Total $ $ $ $ $ $ $ December 31, 2015 Cash and Adjusted Unrealized Unrealized Cash Short-term Long-term Cost Gains Losses Fair Value Equivalents Investments Investments Cash $ $ — $ — $ $ $ — $ — Level 1: Money market funds — — — — U.S. government notes — — — Subtotal — — Level 2: Asset-backed securities — — — Corporate bonds — Commercial paper — — — — U.S. agency securities — — — Subtotal — Total $ $ $ $ $ $ $ |
Schedule of pre-tax gains (losses) not designated as hedging instruments | The following table shows the pre-tax gains (losses) of the Company’s derivative instruments not designated as hedging instruments (in thousands): Years Ended December 31, Income Statement Location 2013 2014 2015 Foreign exchange contracts Other income (expense), net $ — $ — $ |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Acquisition | |
Schedule of preliminary allocation of consideration transferred | The following reflects the Company’s final allocation of consideration transferred for fiscal 2014 and 2015 acquisitions (in thousands): Fiscal 2014 Fiscal 2015 Acquisition Acquisition Cash $ $ Inventory . — Other assets acquired Intangible assets Goodwill Total assets acquired Accounts payable — Taxes payable — Warranty liability — Other liabilities assumed Total net assets acquired $ $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets | |
Schedule of changes in carrying amount of goodwill | Changes in the carrying amount of goodwill consisted of the following (in thousands): Amount Balance at December 31, 2013 $ — Current period acquisitions Balance at December 31, 2014 Current period acquisitions Foreign currency translation adjustment Balance at December 31, 2015 $ |
Schedule of company's intangible assets and related accumulated amortization | The Company’s intangible assets and related accumulated amortization consisted of the following as of December 31, 2014 and December 31, 2015 (in thousands): December 31, 2014 Gross Carrying Accumulated Amount Amortization Net Developed technology $ $ $ Non-competition agreements Total intangible assets $ $ $ December 31, 2015 Gross Carrying Accumulated Amount Amortization Net Developed technology $ $ $ Customer relationships Non-competition agreements Total intangible assets $ $ $ |
Schedule of amortization expense during the respective periods | The Company recorded amortization expense during the respective periods for these intangible assets as follows: (in thousands): Years Ended December 31, 2014 2015 Amortization of intangible assets $ $ |
Schedule of amortization of finite-lived intangible assets | Amortization of finite lived intangible assets as of December 31 , 2015 is as follows for the next five years (in thousands): Amount 2016 $ 2017 2018 2019 2020 $ |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Obligations | |
Schedule of future principal payments on outstanding term borrowings | Future principal payments on outstanding term borrowings as of December 31, 2015 are as follows (in thousands): 2016 2017 $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Schedule of domestic and foreign components of net income (loss) before income tax expense | The domestic and foreign components of net income (loss) before income tax expense consists of the following for the periods shown below (in thousands): Years Ended December 31, 2013 2014 2015 Income (loss) before income taxes: Domestic $ $ $ Foreign Total income (loss) before income taxes $ $ $ |
Schedule of components of provision for income taxes | The provision for income taxes consisted of the following components (in thousands): Years Ended December 31, 2013 2014 2015 Current: Domestic Federal $ $ $ State Foreign Total current tax expense Deferred: Domestic Federal State Foreign Valuation allowance Total deferred tax benefit Total income tax expense $ $ $ |
Schedule of reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate | Years Ended December 31, 2013 2014 2015 Federal income tax rate % % % State taxes, net of federal benefit Stock-based compensation Stock warrant — — Research and development credits — Change in valuation allowance Non-deductible acquisition costs — — Return to provision adjustments Permanent items Differences in foreign tax rates Other, net — Effective income tax rate % % % |
Schedule of deferred tax assets and (liabilities) | Deferred tax assets and (liabilities) are comprised of the following (in thousands): December 31, 2014 2015 Deferred Tax Assets: Reserves and accruals $ $ Inventories Net operating loss carryforwards Property, plant and equipment Intangible assets — Stock-based compensation Research and development credit carryforwards Other — Total deferred tax assets Valuation allowance Total deferred tax assets Deferred Tax Liabilities: Undistributed earnings of foreign subsidiaries Intangible assets — Property and equipment — Total deferred tax liabilities Net deferred tax asset (liability) $ $ |
Schedule of net operating loss and tax credit carryforwards | Net operating loss and tax credit carryforwards as of December 31, 2015 are as follows (in thousands): Amount Expiration Years Net operating losses, federal $ 2025 - 2035 Net operating losses, state 2019 - 2033 Tax credit carryforwards, federal 2023 - 2034 Tax credit carryforwards, state 2017 - 2028 Net operating losses, foreign None |
Schedule of reconciliation of the changes in the gross balance of unrecognized tax benefits, excluding interest and penalties | The following is a reconciliation of the changes in the gross balance of unrecognized tax benefits, excluding interest and penalties (in thousands): Years Ended December 31, 2013 2014 2015 Balance at the beginning of the period $ $ $ Current year additions — Balance at the end of the period $ $ $ |
Equity Compensation (Tables)
Equity Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity Compensation | |
Summary of stock option activity | Weighted Weighted Average Shares Subject Average Weighted Remaining to Options Grant Date Average Contractual Outstanding Fair Value Exercise Price Life (Years) Balance at December 31, 2013 $ Granted $ Exercised Expired Forfeited Balance at December 31, 2014 Granted Exercised Expired Forfeited Balance at December 31, 2015 Exercisable options at December 31, 2014 Vested and expected to vest at December 31, 2014 Exercisable options at December 31, 2015 Vested and expected to vest at December 31, 2015 |
Summary of stock options outstanding and exercisable | The following table summarizes information about stock options outstanding and exercisable at December 31, 2015: Options Outstanding Options Exercisable Weighted- Weighted- Weighted Average Average Average Number of Remaining Number of Remaining Exercise Underlying Contractual Underlying Contractual Range of Exercise Prices Price Shares Life (in years) Shares Life (in years) $ - $ - $ - $ - $ - |
Summary of aggregate intrinsic-value of options exercised, exercisable, and vested and expected to vest | The following table summarizes the aggregate intrinsic ‑value of options exercised, outstanding and exercisable (in thousands): For the Years Ended and as of December 31, 2013 2014 2015 Options Exercised $ $ $ Options Exercisable Options Vested and Expected to Vest |
Schedule of assumptions used to estimate fair value of option awards | Years Ended December 31, 2013 2014 2015 Expected volatility 56 - 59 % 49 - 60 % 51 - 55 % Expected dividends 0 % 0 % 0 % Expected terms (in years) 3.3 - 7.2 1.0 - 6.1 5.3 - 6.1 Risk-free rate 0.8 - 1.7 % 0.3 - 2.0 % 1.3 - 1.8 % |
Summary of restricted stock unit activity | Number of Weighted Average Shares Grant Date Fair Value Non-vested balance at December 31, 2014 — Awarded $ Vested — Forfeited Non-vested balance at December 31, 2015 |
Schedule of total stock-based compensation expense classified in statements of operations | Total stock ‑based compensation expense has been classified as follows in the accompanying Consolidated Statements of Operations (in thousands): Years Ended December 31, 2013 2014 2015 Cost of revenue $ $ $ Research and development Sales and marketing General and administrative Total stock-based compensation expense $ $ $ |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions | |
Schedule of revenue from product sales to companies affiliated with investors | The following table sets forth revenue from product sales to these companies (in thousands): Years Ended December 31, 2013 2014 Company 1 $ $ Company 2 Company 3 Company 4 — $ $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Schedule of future minimum rental payments required under non-cancelable operating leases | Future minimum rental payments required under non ‑cancelable operating leases with initial or remaining terms in excess of one year consist of the following as of December 31, 2015 (in thousands): 2016 $ 2017 2018 2019 2020 Thereafter $ |
Description of Business and S32
Description of Business and Summary of Significant Accounting Policies (Concentration) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Revenue from U.S., Canadian and all other international dealers and distributors combined | |||
Total revenue | $ 163,179 | $ 148,800 | $ 128,511 |
International revenue (excluding Canada) as a percent of total revenue | 24.00% | 24.00% | 23.00% |
Segment Reporting | |||
Number of operating segments | item | 1 | ||
United States | |||
Revenue from U.S., Canadian and all other international dealers and distributors combined | |||
Total revenue | $ 109,435 | $ 98,276 | $ 84,474 |
Canada | |||
Revenue from U.S., Canadian and all other international dealers and distributors combined | |||
Total revenue | 14,285 | 15,320 | 15,014 |
All other international sources | |||
Revenue from U.S., Canadian and all other international dealers and distributors combined | |||
Total revenue | $ 39,459 | $ 35,204 | $ 29,023 |
Description of Business and S33
Description of Business and Summary of Significant Accounting Policies (Warranty) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Product Warranty | |||
Product warranty period | 2 years | ||
Changes in the product warranty liability | |||
Balance at beginning of period | $ 1,191 | $ 1,213 | $ 1,155 |
Warranty costs accrued | 2,068 | 1,145 | 1,025 |
Warranty claims | (1,844) | (1,167) | (967) |
Balance at end of period | $ 1,415 | $ 1,191 | $ 1,213 |
Description of Business and S34
Description of Business and Summary of Significant Accounting Policies (EPS) (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||
Net income (loss) | $ (1,652) | $ 8,156 | $ 3,503 |
Denominator: | |||
Weighted average common stock outstanding for basic net income (loss) per common share (in shares) | 24,121 | 23,685 | 10,609 |
Effect of dilutive securities—stock options, restricted stock units, and warrants to purchase common stock | 1,961 | 11,654 | |
Weighted average common shares and dilutive securities outstanding | 24,121 | 25,646 | 22,263 |
Description of Business and S35
Description of Business and Summary of Significant Accounting Policies (AntiDilutive) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Anti-dilutive weighted-average common stock equivalents excluded from the calculation of diluted net income per share | |||
Total (in shares) | 4,918 | 1,041 | 357 |
Options | Common Stock | |||
Anti-dilutive weighted-average common stock equivalents excluded from the calculation of diluted net income per share | |||
Total (in shares) | 4,756 | 1,041 | 356 |
Restricted stock units | |||
Anti-dilutive weighted-average common stock equivalents excluded from the calculation of diluted net income per share | |||
Total (in shares) | 162 | ||
Warrants | Common Stock | |||
Anti-dilutive weighted-average common stock equivalents excluded from the calculation of diluted net income per share | |||
Total (in shares) | 1 |
Description of Business and S36
Description of Business and Summary of Significant Accounting Policies (Accounts Receivable) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Changes in the allowance for doubtful accounts | |||
Allowance for Doubtful Accounts Receivable, Beginning Balance | $ 705 | $ 605 | $ 643 |
Provision | 345 | 229 | 159 |
Deductions | (226) | (129) | (197) |
Allowance for Doubtful Accounts Receivable, Ending Balance | $ 824 | $ 705 | $ 605 |
Description of Business and S37
Description of Business and Summary of Significant Accounting Policies (Inventory) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Inventories | |||
Inventory write-downs | $ 2,300 | $ 1,700 | $ 2,300 |
Gain on inventory purchase commitment | $ 380 |
Description of Business and S38
Description of Business and Summary of Significant Accounting Policies (PPE) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property and equipment | ||
Leasehold improvement assets paid by landlord | $ 0.5 | $ 0.7 |
Furniture and fixtures | Minimum | ||
Property and equipment | ||
Estimated useful lives | 2 years | |
Furniture and fixtures | Maximum | ||
Property and equipment | ||
Estimated useful lives | 5 years | |
Manufacturing tooling and test equipment | Minimum | ||
Property and equipment | ||
Estimated useful lives | 2 years | |
Manufacturing tooling and test equipment | Maximum | ||
Property and equipment | ||
Estimated useful lives | 3 years | |
Lab and warehouse equipment | Minimum | ||
Property and equipment | ||
Estimated useful lives | 2 years | |
Lab and warehouse equipment | Maximum | ||
Property and equipment | ||
Estimated useful lives | 4 years | |
Computer equipment and software | Minimum | ||
Property and equipment | ||
Estimated useful lives | 3 years | |
Computer equipment and software | Maximum | ||
Property and equipment | ||
Estimated useful lives | 4 years | |
Marketing equipment | Minimum | ||
Property and equipment | ||
Estimated useful lives | 2 years | |
Marketing equipment | Maximum | ||
Property and equipment | ||
Estimated useful lives | 3 years | |
Leasehold improvements | Minimum | ||
Property and equipment | ||
Estimated useful lives | 3 years | |
Leasehold improvements | Maximum | ||
Property and equipment | ||
Estimated useful lives | 8 years |
Description of Business and S39
Description of Business and Summary of Significant Accounting Policies (Impairment of Long-Lived Assets and Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Description of Business and Summary of Significant Accounting Policies | |||
Impairment of long lived assets | $ 0 | $ 0 | $ 0 |
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Description of Business and S40
Description of Business and Summary of Significant Accounting Policies (Foreign currency translation) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Description of Business and Summary of Significant Accounting Policies | |||
Foreign Currency Transaction Gain (Loss), before Tax | $ (800,000) | $ (400,000) | $ 34,000 |
Description of Business and S41
Description of Business and Summary of Significant Accounting Policies (SBC) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Stock-Based Compensation | |
Percentage of period from the vesting date added for determination of weighted average expected life | 50.00% |
Description of Business and S42
Description of Business and Summary of Significant Accounting Policies (Advertising Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Advertising | |||
Advertising and other promotional cost | $ 2.4 | $ 0.5 | $ 0.5 |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventories | ||
Finished goods | $ 16,982 | $ 13,324 |
Component parts | 2,575 | 888 |
Work-in-process | 298 | |
Total inventories | 19,855 | 14,212 |
Property and equipment, net | ||
Property and equipment, gross | 19,024 | 15,136 |
Less: accumulated depreciation | (12,440) | (10,047) |
Property and equipment, net | 6,584 | 5,089 |
Computer equipment and software | ||
Property and equipment, net | ||
Property and equipment, gross | 4,799 | 4,390 |
Manufacturing tooling and test equipment | ||
Property and equipment, net | ||
Property and equipment, gross | 4,267 | 2,777 |
Lab and warehouse equipment | ||
Property and equipment, net | ||
Property and equipment, gross | 3,376 | 2,652 |
Leasehold improvements | ||
Property and equipment, net | ||
Property and equipment, gross | 2,949 | 2,357 |
Furniture and fixtures | ||
Property and equipment, net | ||
Property and equipment, gross | 2,881 | 2,298 |
Marketing equipment | ||
Property and equipment, net | ||
Property and equipment, gross | $ 752 | $ 662 |
Balance Sheet Components (Other
Balance Sheet Components (Other) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other assets | ||
Deposits | $ 933 | $ 697 |
Prepaid licensing | 664 | 632 |
Other | 53 | |
Other assets total | 1,650 | 1,329 |
Accrued liabilities | ||
Sales returns and warranty accruals | 2,508 | 2,019 |
Compensation accruals | 2,331 | 1,614 |
Other accrued liabilities | 1,041 | 1,117 |
Total accrued liabilities | $ 5,880 | $ 4,750 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Measurements | ||
Assets, Fair Value | $ 0 | |
Liabilities, Fair Value | 0 | |
Foreign Exchange Contract | Other Income Expense | Not Designated as Hedging Instrument | ||
Fair Value Measurements | ||
Foreign exchange contracts | $ 200 | |
Minimum | ||
Fair Value Measurements | ||
Maturity period of long-term investments | 1 year | |
Maximum | ||
Fair Value Measurements | ||
Maturity period of long-term investments | 2 years | |
Measured on a recurring basis | ||
Fair Value Measurements | ||
Adjusted cost, Available-for-sale investments | $ 81,068 | |
Unrealized Gains, available-for-sale investments | 2 | |
Unrealized Losses, available-for-sale investments | (63) | |
Fair value, Available-for-sale investments | 81,007 | |
Assets, Adjusted Cost | $ 97,266 | |
Assets, Unrealized Gains | 2 | |
Assets, Unrealized Losses | (49) | |
Assets, Fair Value | 97,219 | |
Measured on a recurring basis | Cash and Cash Equivalents | ||
Fair Value Measurements | ||
Assets, Fair Value | 29,530 | 29,187 |
Measured on a recurring basis | Short-term investments | ||
Fair Value Measurements | ||
Assets, Fair Value | 37,761 | 53,523 |
Measured on a recurring basis | Long-term investments | ||
Fair Value Measurements | ||
Assets, Fair Value | 13,716 | 14,509 |
Measured on a recurring basis | Cash | ||
Fair Value Measurements | ||
Adjusted cost, Available-for-sale investments | 7,593 | |
Fair value, Available-for-sale investments | 7,593 | |
Assets, Adjusted Cost | 13,077 | |
Assets, Fair Value | 13,077 | |
Measured on a recurring basis | Cash | Cash and Cash Equivalents | ||
Fair Value Measurements | ||
Assets, Fair Value | 7,593 | 13,077 |
Measured on a recurring basis | Level 1 | ||
Fair Value Measurements | ||
Adjusted cost, Available-for-sale investments | 22,935 | |
Unrealized Losses, available-for-sale investments | (2) | |
Fair value, Available-for-sale investments | 22,933 | |
Assets, Adjusted Cost | 16,110 | |
Assets, Fair Value | 16,110 | |
Measured on a recurring basis | Level 1 | Cash and Cash Equivalents | ||
Fair Value Measurements | ||
Assets, Fair Value | 21,937 | 16,110 |
Measured on a recurring basis | Level 1 | Long-term investments | ||
Fair Value Measurements | ||
Assets, Fair Value | 996 | |
Measured on a recurring basis | Level 1 | Money market funds | ||
Fair Value Measurements | ||
Adjusted cost, Available-for-sale investments | 21,937 | |
Fair value, Available-for-sale investments | 21,937 | |
Assets, Adjusted Cost | 16,110 | |
Assets, Fair Value | 16,110 | |
Measured on a recurring basis | Level 1 | Money market funds | Cash and Cash Equivalents | ||
Fair Value Measurements | ||
Assets, Fair Value | 21,937 | 16,110 |
Measured on a recurring basis | Level 1 | U.S. government notes | ||
Fair Value Measurements | ||
Adjusted cost, Available-for-sale investments | 998 | |
Unrealized Losses, available-for-sale investments | (2) | |
Fair value, Available-for-sale investments | 996 | |
Measured on a recurring basis | Level 1 | U.S. government notes | Long-term investments | ||
Fair Value Measurements | ||
Assets, Fair Value | 996 | |
Measured on a recurring basis | Level 2 | ||
Fair Value Measurements | ||
Adjusted cost, Available-for-sale investments | 50,540 | 68,079 |
Unrealized Gains, available-for-sale investments | 2 | 2 |
Unrealized Losses, available-for-sale investments | (61) | (49) |
Fair value, Available-for-sale investments | 50,481 | 68,032 |
Measured on a recurring basis | Level 2 | Short-term investments | ||
Fair Value Measurements | ||
Fair value, Available-for-sale investments | 37,761 | 53,523 |
Measured on a recurring basis | Level 2 | Long-term investments | ||
Fair Value Measurements | ||
Fair value, Available-for-sale investments | 12,720 | 14,509 |
Measured on a recurring basis | Level 2 | Asset-backed securities | ||
Fair Value Measurements | ||
Adjusted cost, Available-for-sale investments | 6,739 | 4,458 |
Unrealized Losses, available-for-sale investments | (9) | (3) |
Fair value, Available-for-sale investments | 6,730 | 4,455 |
Measured on a recurring basis | Level 2 | Asset-backed securities | Long-term investments | ||
Fair Value Measurements | ||
Fair value, Available-for-sale investments | 6,730 | 4,455 |
Measured on a recurring basis | Level 2 | Corporate bonds | ||
Fair Value Measurements | ||
Adjusted cost, Available-for-sale investments | 39,195 | 54,321 |
Unrealized Gains, available-for-sale investments | 2 | 2 |
Unrealized Losses, available-for-sale investments | (51) | (46) |
Fair value, Available-for-sale investments | 39,146 | 54,277 |
Measured on a recurring basis | Level 2 | Corporate bonds | Short-term investments | ||
Fair Value Measurements | ||
Fair value, Available-for-sale investments | 33,156 | 46,726 |
Measured on a recurring basis | Level 2 | Corporate bonds | Long-term investments | ||
Fair Value Measurements | ||
Fair value, Available-for-sale investments | 5,990 | 7,551 |
Measured on a recurring basis | Level 2 | Commercial paper | ||
Fair Value Measurements | ||
Adjusted cost, Available-for-sale investments | 1,100 | 6,797 |
Fair value, Available-for-sale investments | 1,100 | 6,797 |
Measured on a recurring basis | Level 2 | Commercial paper | Short-term investments | ||
Fair Value Measurements | ||
Fair value, Available-for-sale investments | 1,100 | 6,797 |
Measured on a recurring basis | Level 2 | U.S. agency securities | ||
Fair Value Measurements | ||
Adjusted cost, Available-for-sale investments | 3,506 | 2,503 |
Unrealized Losses, available-for-sale investments | (1) | |
Fair value, Available-for-sale investments | 3,505 | 2,503 |
Measured on a recurring basis | Level 2 | U.S. agency securities | Short-term investments | ||
Fair Value Measurements | ||
Fair value, Available-for-sale investments | $ 3,505 | |
Measured on a recurring basis | Level 2 | U.S. agency securities | Long-term investments | ||
Fair Value Measurements | ||
Fair value, Available-for-sale investments | $ 2,503 |
Acquisition (Background) (Detai
Acquisition (Background) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Acquisition | ||
Acquisition related costs | $ 1,400,000 | $ 0 |
Nexus | ||
Acquisition | ||
Total consideration transferred | 8,500,000 | |
Escrow Deposit | $ 750,000 | |
Extra Vegetables Limited | ||
Acquisition | ||
Total consideration transferred | 900,000 | |
Base purchase price | 700,000 | |
Net working capital | $ 200,000 |
Acquisition (Period Measurement
Acquisition (Period Measurement Adjustments) (Details) - Nexus - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | |
Acquisition | ||||
Net change to goodwill | $ 0.2 | |||
Business Acquisitions Pro Forma Cost of Revenue | $ 0.2 | $ (0.1) | $ (0.1) |
Acquisition (Allocation) (Detai
Acquisition (Allocation) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Preliminary allocation of consideration | ||
Goodwill | $ 2,760 | $ 231 |
Nexus | ||
Preliminary allocation of consideration | ||
Cash | 121 | |
Inventory | 2,346 | |
Other assets acquired | 1,589 | |
Intangible assets | 5,030 | |
Goodwill | 2,780 | |
Total assets acquired | 11,866 | |
Accounts payable | 2,273 | |
Warranty liability | 480 | |
Other liabilities assumed | 613 | |
Total net assets acquired | $ 8,500 | |
Extra Vegetables Limited | ||
Preliminary allocation of consideration | ||
Cash | 265 | |
Other assets acquired | 125 | |
Intangible assets | 596 | |
Goodwill | 211 | |
Total assets acquired | 1,197 | |
Taxes payable | 175 | |
Other liabilities assumed | 140 | |
Total net assets acquired | $ 882 |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets (Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combination - Goodwill | ||
Balance at beginning of the period | $ 231 | |
Current period acquisitions | 2,780 | $ 231 |
Foreign currency translation adjustment | (251) | |
Balance at end of the period | $ 2,760 | $ 231 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets (Intangible assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible assets | ||
Gross Carrying Amount | $ 7,302 | $ 2,650 |
Accumulated Amortization | (2,755) | (1,241) |
Intangible assets, net | $ 4,547 | 1,409 |
Weighted average amortization period | 4 years 9 months 18 days | |
Developed technology | ||
Intangible assets | ||
Gross Carrying Amount | $ 6,907 | 2,597 |
Accumulated Amortization | (2,643) | (1,214) |
Intangible assets, net | $ 4,264 | 1,383 |
Weighted average amortization period | 4 years 9 months 18 days | |
Customer Relationships | ||
Intangible assets | ||
Gross Carrying Amount | $ 342 | |
Accumulated Amortization | (66) | |
Intangible assets, net | $ 276 | |
Weighted average amortization period | 5 years | |
Non-competition agreement | ||
Intangible assets | ||
Gross Carrying Amount | $ 53 | 53 |
Accumulated Amortization | (46) | (27) |
Intangible assets, net | $ 7 | $ 26 |
Weighted average amortization period | 2 years |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets (Amortization expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Amortization expense | |||
Amortization of intangible assets | $ 1,474 | $ 491 | $ 319 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets (Amortization) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Amortization of finite-lived intangible assets | ||
2,016 | $ 1,336 | |
2,017 | 1,155 | |
2,018 | 1,061 | |
2,019 | 918 | |
2,020 | 77 | |
Intangible assets, net | $ 4,547 | $ 1,409 |
Long-Term Obligations (Details)
Long-Term Obligations (Details) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jun. 30, 2013USD ($) | Dec. 31, 2015USD ($)item | |
Long-Term Obligations | ||
Variable interest rate basis | Prime rate | |
Future principal payments | ||
2,016 | $ 727 | |
2,017 | 186 | |
Total | $ 913 | |
Revolving credit facility | ||
Long-Term Obligations | ||
Maximum borrowing capacity | $ 13,000 | |
Term borrowings | ||
Long-Term Obligations | ||
Interest rate at the end of period (as a percent) | 4.00% | |
Number of equal monthly payments of principal plus interest | item | 42 | |
Term borrowings | Prime rate | ||
Long-Term Obligations | ||
Basis spread on variable rate (as a percent) | 0.50% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income (loss) before income taxes: | |||
Domestic | $ (933) | $ 7,464 | $ 3,633 |
Foreign | (451) | 1,103 | 118 |
Income (loss) before income taxes | (1,384) | 8,567 | 3,751 |
Domestic | |||
Federal | 154 | 76 | 64 |
State | 45 | 52 | 53 |
Foreign | 366 | 288 | 147 |
Total current tax expense | 565 | 416 | 264 |
Domestic | |||
Federal | 822 | 1,761 | 1,572 |
State | 5 | 30 | 44 |
Foreign | (296) | (5) | (16) |
Valuation allowance | (828) | (1,791) | (1,616) |
Total deferred tax benefit | (297) | (5) | (16) |
Total income tax expense | $ 268 | $ 411 | $ 248 |
Reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate | |||
U.S. federal statutory rate (as a percent) | 34.00% | 34.00% | 34.00% |
State taxes, net of federal benefit (as a percent) | (2.10%) | 0.40% | 1.10% |
Stock-based compensation (as a percent) | (80.00%) | (2.10%) | 22.70% |
Stock warrant (as a percent) | 6.40% | ||
Research and development credits (as a percent) | (8.10%) | (18.30%) | |
Change in valuation allowance (as a percent) | 59.50% | (20.60%) | (42.00%) |
Non-deductible acquisition costs (as percent) | (21.20%) | ||
Return to provision adjustments (as a percent) | 10.60% | (0.80%) | (1.60%) |
Permanent items (as a percent) | (9.50%) | 2.90% | 4.00% |
Differences in foreign tax rates (as a percent) | (11.90%) | (0.90%) | 2.20% |
Other, net (as a percent) | 1.20% | (1.90%) | |
Effective income tax rate (as a percent) | (19.40%) | 4.80% | 6.60% |
Deferred Tax Assets: | |||
Reserves and accruals | $ 1,968 | $ 1,449 | |
Inventories | 1,469 | 1,063 | |
Net operating loss carryforwards | 22,076 | 25,007 | |
Property, plant and equipment | 1,609 | 1,831 | |
Intangible assets | 428 | ||
Stock-based compensation | 2,727 | 1,540 | |
Research and development credit carryforwards | 5,366 | 5,243 | |
Other | 73 | ||
Total deferred tax assets | 35,716 | 36,133 | |
Valuation allowance | (35,222) | (36,050) | |
Total deferred tax assets, net | 494 | 83 | |
Deferred Tax Liabilities: | |||
Undistributed earnings of foreign subsidiaries | (109) | (56) | |
Intangible Assets | (116) | ||
Property and equipment | (16) | ||
Total deferred tax liabilities | (109) | (188) | |
Net deferred tax asset | 385 | ||
Net deferred tax liability | (105) | ||
Increase (decrease) in net valuation allowance | $ (800) | $ (1,800) |
Income Taxes (Carryforward) (De
Income Taxes (Carryforward) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net operating loss and tax credit carryforwards | |||
Unrecorded tax benefits for stock-based compensation | $ 19,100 | ||
Reconciliation of the changes in the gross balance of unrecognized tax benefits, excluding interest and penalties | |||
Balance at the beginning of the period | 3,583 | $ 2,943 | $ 2,318 |
Current year additions | 640 | 625 | |
Balance at the end of the period | 3,583 | $ 3,583 | $ 2,943 |
Additional unrecognized tax benefits | 0 | ||
Unrecognized tax benefits that would, if recognized, impact the Company's effective income tax rate | 3,600 | ||
Undistributed foreign earning | 2,700 | ||
Unrecognized deferred tax liabilities from temporary differences related to the investment in foreign subsidiary that would have been taxable if the Company repatriated the foreign earnings | 1,000 | ||
State | |||
Net operating loss and tax credit carryforwards | |||
Net operating losses | 75,926 | ||
Tax credit carryforwards | 2,799 | ||
Foreign | |||
Net operating loss and tax credit carryforwards | |||
Net operating losses | 20 | ||
Federal | |||
Net operating loss and tax credit carryforwards | |||
Net operating losses | 78,135 | ||
Tax credit carryforwards | $ 6,743 |
Equity Compensation (Activity)
Equity Compensation (Activity) (Details) - Stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 11, 2013 | |
Shares Subject to Options Outstanding | |||
Balance at the beginning of the period (in shares) | 4,851,221 | 4,905,214 | |
Granted (in shares) | 238,516 | 1,592,268 | |
Exercised (in shares) | (285,387) | (1,512,514) | |
Expired (in shares) | (47,866) | (136) | |
Forfeited (in shares) | (183,812) | (133,611) | |
Balance at the end of the period (in shares) | 4,572,672 | 4,851,221 | |
Exercisable options (in shares) | 3,185,180 | 2,494,711 | |
Vested and expected to vest at the end of the period (in shares) | 4,466,655 | 4,615,485 | |
Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 5.310 | $ 9.99 | |
Weighted Average Exercise Price | |||
Balance at the beginning of the period (in dollars per share) | 10.57 | 6.31 | |
Granted (in dollars per share) | 10.52 | 18 | |
Exercised (in dollars per share) | 4.87 | 4.24 | |
Expired (in dollars per share) | 13.92 | 7.40 | |
Forfeited (in dollars per share) | 14.76 | 13.77 | |
Balance at the end of the period (in dollars per share) | 10.72 | 10.57 | |
Exercisable options at the end of the period (in dollars per share) | 8.76 | 6.33 | |
Vested and expected to vest (in dollars per share) | $ 10.61 | $ 10.30 | |
Weighted-Average Remaining Contractual Life | |||
Exercisable options | 5 years 2 months 12 days | 5 years 7 months 6 days | |
Vested and expected to vest | 6 years 1 month 6 days | 7 years | |
2013 Plan | |||
Stock options | |||
Annual increase in shares authorized for issuance as a percentage of shares outstanding as of the preceding December 31 | 5.00% |
Equity Compensation (Range) (De
Equity Compensation (Range) (Details) - Stock options | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Options Outstanding | |
Number of Underlying Shares | shares | 4,572,672 |
Options Exercisable | |
Number of Underlying Shares | shares | 3,185,180 |
1.96-3.38 | |
Equity compensation | |
Range of Exercise Price, low end of range (in dollars per share) | $ 1.96 |
Range of Exercise Price, high end of range (in dollars per share) | 3.38 |
Options Outstanding | |
Weighted Average Exercise Price (in dollars per share) | $ 2.5900 |
Number of Underlying Shares | shares | 222,051 |
Weighted-Average Remaining Contractual Life | 10 months 24 days |
Options Exercisable | |
Number of Underlying Shares | shares | 222,051 |
Weighted-Average Remaining Contractual Life | 10 months 24 days |
3.58-6.14 | |
Equity compensation | |
Range of Exercise Price, low end of range (in dollars per share) | $ 3.58 |
Range of Exercise Price, high end of range (in dollars per share) | 6.14 |
Options Outstanding | |
Weighted Average Exercise Price (in dollars per share) | $ 5.6600 |
Number of Underlying Shares | shares | 1,382,873 |
Weighted-Average Remaining Contractual Life | 4 years 4 months 24 days |
Options Exercisable | |
Number of Underlying Shares | shares | 1,382,873 |
Weighted-Average Remaining Contractual Life | 4 years 4 months 24 days |
6.34-9.94 | |
Equity compensation | |
Range of Exercise Price, low end of range (in dollars per share) | $ 6.34 |
Range of Exercise Price, high end of range (in dollars per share) | 9.94 |
Options Outstanding | |
Weighted Average Exercise Price (in dollars per share) | $ 8.320 |
Number of Underlying Shares | shares | 1,006,242 |
Weighted-Average Remaining Contractual Life | 6 years 2 months 12 days |
Options Exercisable | |
Number of Underlying Shares | shares | 810,505 |
Weighted-Average Remaining Contractual Life | 5 years 9 months 18 days |
11.28-16.97 | |
Equity compensation | |
Range of Exercise Price, low end of range (in dollars per share) | $ 11.28 |
Range of Exercise Price, high end of range (in dollars per share) | 16.97 |
Options Outstanding | |
Weighted Average Exercise Price (in dollars per share) | $ 13.7400 |
Number of Underlying Shares | shares | 1,230,444 |
Weighted-Average Remaining Contractual Life | 8 years 1 month 6 days |
Options Exercisable | |
Number of Underlying Shares | shares | 427,094 |
Weighted-Average Remaining Contractual Life | 7 years 2 months 12 days |
17.66-22.92 | |
Equity compensation | |
Range of Exercise Price, low end of range (in dollars per share) | $ 17.66 |
Range of Exercise Price, high end of range (in dollars per share) | 22.92 |
Options Outstanding | |
Weighted Average Exercise Price (in dollars per share) | $ 20.9700 |
Number of Underlying Shares | shares | 731,062 |
Weighted-Average Remaining Contractual Life | 7 years 10 months 24 days |
Options Exercisable | |
Number of Underlying Shares | shares | 342,657 |
Weighted-Average Remaining Contractual Life | 7 years 6 months |
Equity Compensation (Fair Value
Equity Compensation (Fair Value) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock options | |||
Total fair value for the awards vested during the period | $ 8,000 | ||
Weighted Average Grant Date Fair Value | |||
Aggregate intrinsic value of unvested restricted stock | $ 3,100 | ||
Common stock price (in dollars per share) | $ 7.27 | ||
Stock options | |||
Intrinsic-value | |||
Options Exercised | $ 1,432 | $ 22,668 | $ 1,315 |
Options Exercisable | 3,496 | 22,718 | 42,116 |
Options Vested and Expected to Vest | $ 3,499 | $ 27,663 | $ 55,099 |
Assumptions used to estimate fair value of stock options | |||
Expected volatility, minimum (as a percent) | 51.00% | 49.00% | 56.00% |
Expected volatility, maximum (as a percent) | 55.00% | 60.00% | 59.00% |
Expected dividends (as a percent) | 0.00% | 0.00% | 0.00% |
Risk-free rate, minimum (as a percent) | 1.30% | 0.30% | 0.80% |
Risk-free rate, maximum (as a percent) | 1.80% | 2.00% | 1.70% |
Stock options | Minimum | |||
Assumptions used to estimate fair value of stock options | |||
Expected term | 5 years 3 months 18 days | 1 year | 3 years 3 months 18 days |
Stock options | Maximum | |||
Assumptions used to estimate fair value of stock options | |||
Expected term | 6 years 1 month 6 days | 6 years 1 month 6 days | 7 years 2 months 12 days |
Restricted stock units | |||
Restricted stock units | |||
Awarded | 433,000 | ||
Forfeited | (8,000) | ||
Non-vested balance at end of period (in shares) | 425,000 | ||
Weighted Average Grant Date Fair Value | |||
Awarded (in dollars per share) | $ 8.18 |
Equity Compensation (Expense) (
Equity Compensation (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock options | |||
Total stock-based compensation expense | |||
Total stock-based compensation expense | $ 7,034 | $ 5,341 | $ 3,760 |
Total unrecognized compensation cost related to non-vested stock option awards | $ 11,700 | ||
Weighted-average period over which unrecognized compensation cost will be recognized | 2 years 4 months 24 days | ||
Stock options | Cost of revenue | |||
Total stock-based compensation expense | |||
Total stock-based compensation expense | $ 174 | 105 | 63 |
Stock options | Research and development | |||
Total stock-based compensation expense | |||
Total stock-based compensation expense | 2,885 | 2,235 | 1,414 |
Stock options | Sales and marketing | |||
Total stock-based compensation expense | |||
Total stock-based compensation expense | 1,783 | 1,110 | 743 |
Stock options | General and administrative | |||
Total stock-based compensation expense | |||
Total stock-based compensation expense | 2,192 | $ 1,891 | $ 1,540 |
Restricted stock units | |||
Total stock-based compensation expense | |||
Total unrecognized compensation cost related to non-vested stock option awards | $ 3,200 | ||
Weighted-average period over which unrecognized compensation cost will be recognized | 3 years 7 months 6 days |
Share Repurchases (Details)
Share Repurchases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | May. 31, 2015 | |
Common stock authorized for repurchase | $ 11,000 | |
Treasury Stock, Shares | 1,154,480 | |
Treasury Stock, Value | $ 9,020 | |
Maximum | ||
Common stock authorized for repurchase | $ 20,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 8 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions | ||||
Revenue from product sales | $ 4,809,000 | $ 4,394,000 | ||
Accounts receivable | 1,500,000 | |||
Officer | ||||
Related Party Transactions | ||||
Revenue from product sales | $ 9,000 | |||
Accounts payable due to related party | 34,000 | |||
Company 5 | ||||
Related Party Transactions | ||||
Revenue from product sales | $ 400,000 | |||
Investors | Company 1 | ||||
Related Party Transactions | ||||
Revenue from product sales | 4,108,000 | 2,889,000 | ||
Investors | Company 2 | ||||
Related Party Transactions | ||||
Revenue from product sales | 682,000 | 950,000 | ||
Investors | Company 3 | ||||
Related Party Transactions | ||||
Revenue from product sales | $ 19,000 | 426,000 | ||
Investors | Company 4 | ||||
Related Party Transactions | ||||
Revenue from product sales | $ 129,000 | |||
Director | ||||
Related Party Transactions | ||||
Royalty expense | 40,000 | |||
Accounts payable due to related party | $ 40,000 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases, Purchase Commitments, and Indemnification (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Leases | |||
Rental expense | $ 1,900,000 | $ 1,800,000 | $ 1,400,000 |
Future minimum rental payments | |||
2,016 | 2,222,000 | ||
2,017 | 2,044,000 | ||
2,018 | 1,126,000 | ||
2,019 | 91,000 | ||
2,020 | 96,000 | ||
Thereafter | 25,000 | ||
Total | 5,604,000 | ||
Purchase Commitments | |||
Non-cancellable purchase commitments | 38,400,000 | ||
Indemnification agreements | |||
Indemnification [Abstract] | |||
Accrued liability | $ 0 | ||
Minimum | |||
Operating Leases | |||
Extension term of leases | 3 years | ||
Maximum | |||
Operating Leases | |||
Extension term of leases | 5 years |
Commitments and Contingencies63
Commitments and Contingencies - Legal Matters (Details) - Pending litigation - patent | Apr. 30, 2015 | Apr. 28, 2015 |
Intuitive Building Controls Inc | ||
Legal Matters | ||
Number of patents allegedly infringed | 3 | |
Certified Measurement LLC | ||
Legal Matters | ||
Number of patents allegedly infringed | 3 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Jan. 29, 2016 | Jun. 30, 2013 |
Subsequent event. | Stock Purchase Agreement with Pakedge Device And Software Inc. | ||
Subsequent event | ||
Purchase price to acquire common stock | $ 32,000,000 | |
Total consideration transferred | $ 32,700,000 | |
Percentage of purchase price held in escrow | 15.00% | |
Period of escrow deposit | 18 months | |
Awarded RSU vesting period (in years) | 3 years | |
Revolving credit facility | ||
Subsequent event | ||
Maximum borrowing capacity | $ 13,000,000 | |
Revolving credit facility | Subsequent event. | 2016 Loan Agreement | ||
Subsequent event | ||
Maximum borrowing capacity | $ 30,000,000 | |
Commitment fee | $ 75,000 | |
Commitment fee for quarterly unused capacity (as a percent) | 0.25% | |
Unused line of credit fee threshold | $ 15,000,000 | |
Liquidity coverage test ratio | 1.50 | |
Interest coverage test ratio | 2 | |
Minimum balance required to waive liquidity coverage covenant | $ 30,000,000 | |
Revolving credit facility | Subsequent event. | Stock Purchase Agreement with Pakedge Device And Software Inc. | 2016 Loan Agreement | ||
Subsequent event | ||
Borrowings outstanding | $ 5,000,000 | |
Minimum | Prime rate | Revolving credit facility | Subsequent event. | 2016 Loan Agreement | ||
Subsequent event | ||
Basis spread on variable rate (as a percent) | 0.00% | |
Minimum | LIBOR | Revolving credit facility | Subsequent event. | 2016 Loan Agreement | ||
Subsequent event | ||
Basis spread on variable rate (as a percent) | 2.50% | |
Maximum | Prime rate | Revolving credit facility | Subsequent event. | 2016 Loan Agreement | ||
Subsequent event | ||
Basis spread on variable rate (as a percent) | 0.25% | |
Maximum | LIBOR | Revolving credit facility | Subsequent event. | 2016 Loan Agreement | ||
Subsequent event | ||
Basis spread on variable rate (as a percent) | 2.75% |