DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business — Ruckus Wireless, Inc. (“Ruckus”) is a global supplier of advanced Wi-Fi solutions. Ruckus' solutions, which are called Smart Wi-Fi, are used by service providers and enterprises to solve a range of network capacity, coverage and reliability challenges associated with increasing wireless traffic demands created by the growth in the number of users equipped with more powerful smart wireless devices using increasingly data rich applications and services. Ruckus markets and sells its products and technology directly and indirectly through a vast network of channel partners to a variety of service providers and enterprises around the world. Its Smart Wi-Fi solutions offer features and functionality such as enhanced reliability, consistent performance, extended range and massive scalability. Ruckus' products include high capacity, controllers, indoor and outdoor access points, wireless bridges, controller software platforms, software management solutions including reporting and analytics and unique Wi-Fi-related cloud services, such as location-based positioning, and certificate-based security and on-boarding of Wi-Fi devices. These hardware and software products and services incorporate various elements of the Company's proprietary technologies, including Smart Radio, SmartCast, SmartMesh, and Smart Scaling, to enable high performance in a variety of challenging operating environments. Principles of Consolidation —The consolidated financial statements include the accounts of Ruckus and its wholly owned subsidiaries (collectively, the “Company”). All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates —The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions made by management include the determination of revenue recognition, valuation of inventory, goodwill and intangible assets, accounting for income taxes and stock-based compensation. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could materially differ from those estimates. Concentrations of Credit Risk and Significant Customers —Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash, cash equivalents, short-term investments and accounts receivable. The Company invests only in high credit quality instruments and maintains its cash equivalents and short-term investments in fixed income securities. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company’s accounts receivable are primarily derived from distributors and service providers located in the Americas, Europe, and Asia Pacific. The Company generally does not require its customers to provide collateral to support accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. The Company has recorded an allowance for doubtful accounts for those receivables management has determined not to be collectible. The percentages of revenue from individual customers totaling greater than 10% of total consolidated Company revenue were as follows: Years Ended December 31, 2015 2014 2013 Distributor A 14.4 % 14.8 % 15.2 % Distributor B 12.3 % 12.5 % 12.4 % Distributor C * 10.9 % * * Less than 10% Each of the Company’s greater than 10% customers are third-party distributors, and in 2015, 2014 and 2013, no single value added reseller or end customer accounted for more than 10% of the Company's total consolidated revenue. The percentage of receivables from individual customers totaling greater than 10% of total consolidated Company accounts receivable, net, were as follows: December 31, 2015 2014 Distributor C 20.3 % 12.5 % Cash and Cash Equivalents —The Company considers all highly liquid financial instruments with original maturities of 90 days or less from date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates fair value. The Company’s cash equivalents included interest-bearing bank accounts, money market funds and corporate debt securities. Restricted Cash —As of December 31, 2015, the Company held $ 5.0 million in escrow to secure an indemnification agreement. If triggered, the Company will indemnify a channel partner for reimbursement of penalties assessed under the Information Technology Act of India (“IT Act”). In the second quarter of 2016, the escrow will expire, but the indemnification agreement will continue. Refer to “Reimbursement of Penalties” in Note 8. Fair Value of Financial Instruments —The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, due to their short-term nature. Short-Term Investments —The Company’s short-term investments consist primarily of corporate debt securities, U.S. government agency securities and U.S. government treasury bills. The Company classifies investments as available-for-sale at the time of purchase. As the Company views these securities as available to support current operations, the Company classifies securities with maturities beyond 12 months as current assets. The Company's policy is to protect the value of its investment portfolio and minimize principal risk by earning returns based on current interest rates. Available-for-sale investments are initially recorded at cost and periodically adjusted to fair value in the consolidated balance sheets. Unrealized gains and losses on these investments are reported as a separate component of accumulated other comprehensive income (loss). Realized gains and losses are reported in the consolidated statements of operations. A specific identification method is used to determine the cost basis of the short-term investments sold. The effects of reclassifications from accumulated other comprehensive income (loss) to the income statement were insignificant for all periods presented. The investments are adjusted for the amortization of premiums and discounts until maturity and such amortization is included in interest income. Investments are considered impaired when a decline in fair value is judged to be other-than-temporary. The Company consults with its investment managers and considers available quantitative and qualitative evidence in evaluating potential impairment of the investments on a quarterly basis. If the cost of an individual investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investment. Once a decline in fair value is determined to be other-than-temporary, the Company will record an impairment charge and establish a new cost basis in the investment. During the year ended December 31, 2015 and 2014, the Company did not consider any of its investments to be other-than-temporarily impaired. Allowance for Doubtful Accounts —The Company records an allowance for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, management considers, among other factors, the aging of the accounts receivable, historical write-offs and the credit-worthiness of each customer. If circumstances change, such as higher-than-expected defaults or an unexpected material adverse change in a major customer’s ability to meet its financial obligations, the Company’s estimate of the recoverability of the accounts receivable could be reduced by a material amount. Activity in the allowance for doubtful accounts was as follows (in thousands): Years Ended December 31, 2015 2014 2013 Balance at beginning of year $ 800 $ 400 $ 140 Charged to expense 227 400 911 Write-offs (227 ) — (651 ) Balance at end of year $ 800 $ 800 $ 400 Inventories —Inventories are carried at the lower of cost or market, on a first-in, first-out basis. The Company evaluates inventory for excess and obsolete products, based on management’s assessment of future demand, market conditions and technical obsolescence. The Company subcontracts manufacturing of substantially all of its products. At December 31, 2015 and 2014, inventories were predominately comprised of finished goods. Deferred Costs —When the Company’s products have been delivered, but the product revenue associated with the arrangement has been deferred as a result of not meeting the revenue recognition criteria (see “ Revenue Recognition ” below), the related product costs are also deferred if the inventory is deemed recoverable. The deferred costs are recognized in cost of revenues when the related deferred revenue is recognized or when the inventory is deemed unrecoverable. Property and Equipment —Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the leasehold improvements or the term of the related lease. Goodwill— Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company evaluates goodwill for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. The Company performs the impairment testing by first assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of its reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a two-step impairment test. The first step requires the identification of the reporting units and comparison of the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the second step of the impairment test is performed to compute the amount of the impairment. Under the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The Company has determined that it has only one reporting unit. For the years ended December 31, 2015 and 2014, no impairment has been recognized related to the goodwill balance. Intangible Assets— Intangible assets consist primarily of purchased technology and acquired customer relationships resulting from acquisitions. Intangible assets are recorded at fair value and are amortized on a straight-line basis over their estimated useful lives, which ranges from four to five years. Software Development Costs— Capitalization of software development costs for software to be sold, leased, or otherwise marketed begins upon the establishment of technological feasibility. To date, software development costs incurred between completion of a working model and general release of the related product have not been material. Accordingly, the Company has charged all such costs to research and development expense in the period incurred. Internal Use Software— The Company capitalizes development costs associated with customized internal-use software systems that have reached the application development stage. Such capitalized costs include internal and external costs associated with the development of the applications. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and is ready for its intended purpose. The Company amortizes the capitalized costs on a straight-line basis over the estimated useful life, generally five years. For the year ended December 31, 2015, $3.9 million of software development costs were capitalized. The Company has not amortized the capitalized costs for the periods presented. Impairment of Long-Lived Assets —Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, significant underperformance relative to estimated results, significant changes in the manner of the Company's use of the acquired assets or the strategy for its overall business and significant negative industry or economic trends. Determination of recoverability of long-lived assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If intangible assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds the assets fair market value. The Company did not record any impairment charges in the periods presented. Revenue Recognition —The Company generates revenue from sales of its products and services through a direct sales force and indirect relationships with its channel partners. Revenue is recognized when all of the following criteria are met: • Persuasive evidence of an arrangement exists. The Company relies upon sales contracts and purchase orders to determine the existence of an arrangement. • Delivery has occurred. Delivery is deemed to have occurred when title has transferred. The Company uses shipping documents to verify transfer of title. • The fee is fixed or determinable. The Company assesses whether the fee is fixed or determinable based on the terms associated with the transaction. • Collectability is reasonably assured. The Company assesses collectability as sales occur, based on an analysis of the customer's credit and payment history. Certain of the Company's arrangements are multiple-element arrangements and may include hardware, post-contract support (“PCS”), stand-alone software and software as a service. All of its products and services qualify as separate units of accounting. For multiple-element arrangements, the Company allocates revenue to each unit of accounting based on an estimated selling price at the inception of the arrangement. The total arrangement consideration is allocated to each separate unit of accounting using the relative estimated selling prices of each unit. The Company limits the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services. To determine the estimated selling price in multiple-element arrangements, the Company first looks to establish vendor specific objective evidence (“VSOE”) of the selling price using the prices charged for a deliverable when sold separately. If VSOE of the selling price cannot be established for a deliverable, the Company looks to establish third-party evidence (“TPE”) of the selling price by evaluating the pricing of similar and interchangeable competitor products or services in stand-alone arrangements. However, as the Company's products contain a significant element of proprietary technology and offer substantially different features and functionality from its competitors, the Company has been unable to obtain comparable pricing information with respect to its competitors’ products. Therefore, the Company has not been able to obtain reliable evidence of TPE of the selling price. If neither VSOE nor TPE of the selling price can be established for a deliverable, the Company establishes best estimate selling price (“BESP”) by reviewing historical transaction information and considering several other internal factors, including discounting and margin objectives. The Company regularly reviews estimated selling price of the product offerings and maintain internal controls over the establishment and updates of these estimates. The Company currently does not expect a material impact in the near term from changes in estimated selling prices, including VSOE of selling price. Product Revenue . The Company's product revenue consists of revenue from sales of its hardware and stand-alone software licenses and is net of allowances for estimated sales returns, product rebates, stock rotations, and other programs based on historical experience. The Company's hardware deliverables typically include proprietary operating system software, which together deliver the essential functionality of its products. Therefore, the Company's hardware appliances are considered non-software elements and are not subject to the industry-specific software revenue recognition guidance. The Company generates revenue through a direct sales force and indirect relationships with its channel partners. For sales to direct end customers and certain channel partners, the Company recognizes product revenue at the time of the title transfer, assuming all other revenue recognition criteria are met. Certain of the Company's distributors that stock its products are granted significant rebates for sales of the Company's products. Therefore, the arrangement fee for this group of distributors is not fixed and determinable when products are shipped to these distributors and revenue is deferred until the Company's products are shipped to the distributors’ customer. The Company's product revenue also includes revenue from the sale of stand-alone software products. Sales of stand-alone software generally include a perpetual license. Stand-alone software products may operate in conjunction with the Company's hardware products but are not considered essential to the functionality of the hardware. For sales of stand-alone software, the Company recognizes revenue based on software revenue recognition guidance. Under the software revenue recognition guidance, the Company uses the residual method to recognize revenue when a product agreement includes one or more elements to be delivered at a future date and VSOE of the fair value of all undelivered elements exists. In the majority of the Company's contracts, the only element that remains undelivered at the time of delivery of the product is PCS. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the contract fee is recognized as product revenue. If evidence of the fair value of one or more undelivered elements does not exist, all revenue is generally deferred and recognized when delivery of those elements occurs or when fair value can be established. When the only undelivered element for which the Company does not have VSOE of selling price is PCS, revenue for the entire arrangement is bundled and recognized ratably over the support period. Service Revenue . The Company's service revenue consists of revenue from PCS and software as a service. PCS includes software updates on an “if and when available” basis, expedited replacement for defective access points and controllers, telephone and internet access to technical support personnel and hardware support. PCS and software as a service are typically sold in one, three or five year terms and the Company recognizes the revenue ratably over the contractual service period. Sales Tax and Shipping . Revenue is reported net of sales taxes. Shipping charges billed to channel partners are included in revenue and related costs are included in cost of revenue. To date, shipping charges have not been significant. Stock-Based Compensation —The Company measures compensation expense for all stock-based payment awards granted to employees, including stock options, restricted stock units (“RSUs”), performance awards and stock purchase rights under the Company's Employee Stock Purchase Plan (“ESPP”), based on the estimated fair value on the date of the grant. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. The fair value of each RSU granted represents the closing price of the Company's common stock on the date of grant. The fair value of stock purchase rights under the Company’s ESPP is calculated based on the closing price of the Company's common stock on the date of grant and the value of put and call options estimated using the Black-Scholes option pricing model. Stock-based compensation is recognized on a straight-line basis over the requisite service period, net of estimated forfeitures. The forfeiture rate is based on an analysis of the Company’s actual historical forfeitures. Foreign Currency —The functional currency of the Company’s foreign subsidiaries is the U.S. dollar. Monetary assets and liabilities at the foreign subsidiary are re-measured using the current exchange rate at the balance sheet date. Non-monetary assets and liabilities and capital accounts are presented using historical exchange rates. Revenues and expenses are presented using the average exchange rates in effect during the period. Foreign currency re-measurement gains and losses and foreign currency transaction gains and losses have not been material for any periods presented. Income Taxes —The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities, and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company records a valuation allowance when necessary to reduce its deferred tax assets to the amount that is more likely than not to be realized. In order for the Company to realize its deferred tax assets, the Company must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. In determining the need for a valuation allowance, the Company considers future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which it operates, historical earnings, taxable income in prior years, if carryback is permitted under the law, carry-forward periods, and prudent and feasible tax planning strategies. In the event the Company were to determine that not all or part of its net deferred tax assets are not more likely than not to be realized in the future, an adjustment to the deferred tax assets valuation allowance would be charged to earnings in the period in which it makes such a determination, or goodwill would be adjusted if the valuation allowance related to deferred tax assets acquired in a business combination and the adjustment is within the measurement period. If the Company later determines that it is more likely than not that the deferred tax assets would be realized, it would reverse the previously provided valuation allowance as an adjustment to earnings at such time. The amount of income tax the Company pays is subject to ongoing audits by federal, state and foreign tax authorities, which often result in proposed assessments. The Company records uncertain tax positions in accordance with accounting standards on the basis of a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold the Company recognizes the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to uncertain tax positions in its provision for income taxes line in the accompanying consolidated statements of operations. Loss Contingencies —The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. The Company considers the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as the Company's ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If the Company determines that a loss is possible and the range of the loss can be reasonably determined, then the Company discloses the range of the possible loss. The Company regularly evaluates available current information to determine whether an accrual is required, an accrual should be adjusted or a range of possible loss should be disclosed. Recent Accounting Pronouncements — In November 2015, the Financial Accounting Standard Board ("FASB") issued accounting standards update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes. This ASU requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. The Company early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Adoption of this ASU resulted in a reclassification of $6.3 million net current deferred tax asset to the net non-current deferred tax asset in the consolidated balance sheet as of December 31, 2015. No prior periods were retrospectively adjusted. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments. The guidance eliminates the requirement for an acquirer in a business combination to retrospectively account for measurement-period adjustments. Instead, acquirers must recognize measurement-period adjustments during the reporting period in which the adjustment amounts are determined, and the effect of the adjustments on the income statement must be calculated as if the accounting had been completed at the acquisition date. In addition, the update requires an entity to present separately on the face of the income statement or in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public entities, the guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The guidance should be applied prospectively to adjustments to provisional amounts that occur after the effective date, with earlier application permitted for financial statements that have not been issued. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial position, results of operations and cash flows and does not expect the impact to be material. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. The update replaces the concept of "lower of cost or market" with that of "lower of cost and net realizable value", which requires companies to measure certain inventory at the lower of cost and net realizable value. This accounting guidance is effective for fiscal years beginning after December 15, 2016, and interim periods within those years on a prospective basis. Early application is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial position, results of operations and cash flows and does not expect the impact to be material. In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. The new standard provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is evaluating the impact, if any, of this accounting standard update on its consolidated financial position, results of operations and cash flows. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, a converged standard on revenue recognition. Some of the main areas of transition to the new standard include, among others, transfer of control (revenue is recognized when a customer obtains control of a good or service), allocation of transaction price based on relative stand-alone selling price (entities that sell multiple goods or services in a single arrangement must allocate the consideration to each of those goods or services), contract costs (entities sometimes incur costs, such as sales commissions or mobilization activities, to obtain or fulfill a contract), and disclosures (extensive disclosures are required to provide greater insight into both revenue that has been recognized, and revenue that is expected to be recognized in the future from existing contracts). In July 2015, the FASB issued ASU 2015-14 to affirm a one-year deferral of the effective date of the new revenue standard. The accounting standard will be effective for the Company beginning in its first quarter of 2018, with early adoption permitted, but not before the original effective date of annual periods beginning after December 15, 2016, using one of two methods of adoption: (i) retrospective to each prior reporting period presented, with the option to elect certain practical expedients as defined within the standard; or (ii) retrospective with the cumulative effect of initially applying the standard recognized at the date of initial application inclusive of certain additional disclosures. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial position, results of operations and cash flows. |