Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Mar. 14, 2014 | Jun. 30, 2013 |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Dialogic Inc. | ' | ' |
Entity Central Index Key | '0001366649 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 16,241,340 | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Public Float | ' | ' | $2.80 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $4,508 | $6,501 |
Restricted cash | 1,180 | 900 |
Accounts receivable, net of allowance of $2,844 and $1,217, respectively | 24,472 | 32,422 |
Inventory | 5,799 | 8,874 |
Other current assets | 7,240 | 8,993 |
Total current assets | 43,199 | 57,690 |
Property and equipment, net | 3,775 | 5,978 |
Intangible assets, net | 10,287 | 25,089 |
Goodwill | 8,282 | 31,223 |
Other assets | 1,181 | 2,147 |
Total assets | 66,724 | 122,127 |
Current liabilities: | ' | ' |
Accounts payable | 7,781 | 16,994 |
Accrued liabilities | 17,808 | 21,270 |
Deferred revenue, current portion | 13,094 | 12,742 |
Bank indebtedness | 12,080 | 11,717 |
Income taxes payable | 863 | 1,007 |
Total current liabilities | 51,626 | 63,730 |
Long-term debt, related parties, net of discount | 75,513 | 66,536 |
Warrants | 163 | 1,985 |
Other long-term liabilities | 6,419 | 8,978 |
Total liabilities | 133,721 | 141,229 |
Commitments and contingencies | ' | ' |
Stockholders' deficit: | ' | ' |
Common stock, $0.001 par value: Authorized - 200,000,000 shares; Issued and outstanding 16,239,315 shares and 14,415,652 shares, respectively | 16 | 14 |
Additional paid-in capital | 263,354 | 257,658 |
Accumulated other comprehensive loss | -22,081 | -22,423 |
Accumulated deficit | -308,286 | -254,351 |
Total stockholders' deficit | -66,997 | -19,102 |
Total liabilities and stockholders' deficit | $66,724 | $122,127 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets [Abstract] | ' | ' |
Accounts receivable, net of allowances | $3,019 | $1,217 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 16,239,315 | 14,415,652 |
Common stock, shares outstanding | 16,239,315 | 14,415,652 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations And Comprehensive Loss (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | ' | ' |
Products | $93,705 | $121,339 |
Services | 38,376 | 38,740 |
Total revenue | 132,081 | 160,079 |
Cost of revenue: | ' | ' |
Products | 33,433 | 48,479 |
Services | 17,402 | 19,712 |
Total cost of revenue | 50,835 | 68,191 |
Gross profit | 81,246 | 91,888 |
Operating expenses: | ' | ' |
Research and development, net | 27,279 | 42,785 |
Sales and marketing | 33,374 | 41,456 |
General and administrative | 29,388 | 31,180 |
Restructuring charges, net | 2,644 | 7,030 |
Impairment of goodwill and indefinite-lived assets | 31,841 | ' |
Total operating expenses | 124,526 | 122,451 |
Loss from operations | -43,280 | -30,563 |
Other income (expense): | ' | ' |
Interest and other expense, net | 266 | 180 |
Interest expense | -10,166 | -10,730 |
Change in fair value of warrants | 1,822 | 5,086 |
Foreign exchange loss, net | -803 | -1,378 |
Total other expense, net | -8,881 | -6,842 |
Loss before provision for income taxes | -52,161 | -37,405 |
Income tax provision | 1,774 | 213 |
Net loss | -53,935 | -37,618 |
Net loss per share - basic and diluted | ($3.40) | ($4.03) |
Weighted average shares of common stock used in calculation of net loss per share - basic and diluted | 15,860 | 9,341 |
Comprehensive loss: | ' | ' |
Net loss | -53,935 | -37,618 |
Foreign currency translation adjustment | 342 | -217 |
Total comprehensive loss | ($53,593) | ($37,835) |
Consolidated_Statements_Of_Sto
Consolidated Statements Of Stockholders' Deficit (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
In Thousands, except Share data | |||||
Balance at Dec. 31, 2011 (Scenario, Previously Reported [Member]) | $6 | $222,087 | ($22,206) | ($215,323) | ($15,436) |
Balance (Restatement Adjustment [Member]) | ' | ' | ' | -1,410 | -1,410 |
Balance at Dec. 31, 2011 | 6 | 222,087 | -22,206 | -216,733 | -16,846 |
Balance, shares at Dec. 31, 2011 (Scenario, Previously Reported [Member]) | 6,295,230 | ' | ' | ' | ' |
Balance, shares at Dec. 31, 2011 | 6,295,230 | ' | ' | ' | ' |
Conversion of long-term debt | 8 | 33,026 | ' | ' | 33,034 |
Conversion of long-term debt, shares | 8,020,712 | ' | ' | ' | ' |
Release of common shares upon vesting of restricted stock units, shares | 71,849 | ' | ' | ' | ' |
ESPP Purchase | ' | 56 | ' | ' | 56 |
ESPP Purchase, shares | 27,861 | ' | ' | ' | ' |
Stock-based compensation in connection with stock options granted to employees | ' | 1,011 | ' | ' | 1,011 |
Stock-based compensation in connection with restricted stock units granted to employees | ' | 1,455 | ' | ' | 1,455 |
Stock-based compensation in connection with ESPP shares granted to employees | ' | 23 | ' | ' | 23 |
Net loss | ' | ' | ' | -37,618 | -37,618 |
Foreign currency translation adjustment | ' | ' | -217 | ' | -217 |
Balance at Dec. 31, 2012 (Scenario, Previously Reported [Member]) | 14 | 257,658 | -22,423 | -254,351 | -19,102 |
Balance, shares at Dec. 31, 2012 (Scenario, Previously Reported [Member]) | 14,415,652 | ' | ' | ' | ' |
Balance, shares at Dec. 31, 2012 | ' | ' | ' | ' | 14,415,652 |
Issuance of common stock in connection with Subscription Agreement | 2 | 3,461 | ' | ' | 3,463 |
Issuance of common stock in connection with Subscription Agreement, shares | 1,442,172 | ' | ' | ' | ' |
Release of common shares upon vesting of restricted stock units, shares | 365,197 | ' | ' | ' | ' |
ESPP Purchase | ' | 41 | ' | ' | 41 |
ESPP Purchase, shares | 16,294 | ' | ' | ' | ' |
Stock-based compensation in connection with stock options granted to employees | ' | 736 | ' | ' | 736 |
Stock-based compensation in connection with restricted stock units granted to employees | ' | 1,454 | ' | ' | 1,454 |
Stock-based compensation in connection with ESPP shares granted to employees | ' | 4 | ' | ' | 4 |
Net loss | ' | ' | ' | -53,935 | -53,935 |
Foreign currency translation adjustment | ' | ' | 342 | ' | 342 |
Balance at Dec. 31, 2013 | $16 | $263,354 | ($22,081) | ($308,286) | ($66,997) |
Balance, shares at Dec. 31, 2013 | 16,239,315 | ' | ' | ' | 16,239,315 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | ' | ' |
Net loss | ($53,935) | ($37,618) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 9,153 | 11,502 |
Stock-based compensation | 2,194 | 2,489 |
Impairment of goodwill and indefinite-lived assets | 31,841 | ' |
Amortization of debt issuance costs and debt discount | 1,634 | 803 |
Fair value adjustment to warrants | -1,822 | -5,086 |
Loss on disposal of fixed assets | 17 | 364 |
Payment-in-kind interest expense on long-term debt | 7,629 | 7,626 |
Gain on settlement of office lease obligation | -4,184 | ' |
Bad debt expense, net | 2,775 | 975 |
Deferred income taxes | 896 | -322 |
Other non-cash charges | 167 | -48 |
Net changes in operating assets and liabilities | ' | ' |
Accounts receivable | 5,175 | 11,388 |
Inventory | 2,996 | 11,077 |
Other current assets | 1,751 | 480 |
Accounts payable and accrued liabilities | -10,023 | -7,915 |
Deferred revenue | 352 | -2,378 |
Income taxes payable | -144 | -606 |
Other long-term liabilities | -971 | 1,725 |
Net cash used in operating activities | -4,499 | -5,544 |
Cash flows from investing activities: | ' | ' |
Restricted cash | -280 | 597 |
Purchases of property and equipment | -998 | -1,118 |
Proceeds from (cash paid) for intangible assets | 180 | -73 |
Net cash used in investing activities | -1,098 | -594 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of ESPP shares | 41 | 56 |
Payments of debt issuance costs | ' | -1,531 |
Proceeds from (payments on) bank indebtedness, net | 363 | -792 |
Proceeds from long-term debt, net of original issue discount | 3,200 | 4,500 |
Net cash provided by financing activities | 3,604 | 2,233 |
Effect of exchange rate changes on cash and cash equivalents | ' | 53 |
Net decrease in cash and cash equivalents | -1,993 | -3,852 |
Cash and cash equivalents at beginning of period | 6,501 | 10,353 |
Cash and cash equivalents at end of period | 4,508 | 6,501 |
Cash paid | ' | ' |
Interest | 857 | 5,446 |
Income taxes | 538 | 714 |
Non-cash financing activities: | ' | ' |
Issuance of common stock in connection with debt modification | 3,461 | ' |
Debt issuance costs incurred as additional term loan debt | 250 | ' |
Prepayment premium on term loan conversion paid in convertible notes | ' | 1,500 |
Issuance of warrants in connection with debt refinancing | ' | 7,072 |
Conversion of long-term debt into common stock | ' | $33,034 |
The_Company
The Company | 12 Months Ended |
Dec. 31, 2013 | |
The Company [Abstract] | ' |
The Company | ' |
Note 1 – The Company | |
Dialogic Inc., (“Dialogic” or the “Company”), helps the world’s leading service providers and application developers to improve the performance of media-rich communications across the most advanced networks. The Company increases the reliability of any-to-any network connections, enhances the impact of applications and amplifies the capacity of congested networks, supported by a world class global services team. | |
Wireless and wireline service providers use the Company’s products to transport, transcode, manage and optimize video, voice and data traffic while enabling VoIP and other media rich services. These service providers also utilize the Company’s technology to energize their revenue-generating value-added services platforms such as messaging, SMS, voice mail and conferencing, all of which are becoming increasingly video-enabled. Enterprises rely on the Company’s innovative products to simplify the integration of IP and wireless technologies and endpoints into existing communication networks, and to empower applications that serve businesses, including unified communication applications, contact center and Interactive Voice Response/Interactive Voice and Video Response. | |
The Company sells its products to both enterprise and service provider customers and sells both directly and indirectly through distribution partners such as Technology Equipment Manufacturers, Value Added Resellers and other channel partners. Its customers enhance their enterprise communications solutions, their networks, or their value-added services with the Company’s products. | |
The Company was incorporated in Delaware on October 18, 2001 as Softswitch Enterprises, Inc., and subsequently changed its name to NexVerse Networks, Inc. in 2001, Veraz Networks, Inc. in 2002 and Dialogic Inc. in 2010. The Company or businesses it has acquired have been providing products and services for nearly 25 years. | |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary Of Significant Accounting Policies [Abstract] | ' | ||||||||||||
Summary Of Significant Accounting Policies | ' | ||||||||||||
Note 2 – Summary of Significant Accounting Policies | |||||||||||||
The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the consolidated financial statements. | |||||||||||||
Basis of Presentation | |||||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. | |||||||||||||
On September 14, 2012, the Company effected a reverse split of its common stock pursuant to which each five shares of common stock outstanding became one share of common stock. All references to shares in the accompanying consolidated financial statements and the notes, including but not limited to the number of shares and per share amounts, unless otherwise noted, have been adjusted to reflect the reverse stock split retroactively for all periods presented. Previously awarded options, restricted stock units and warrants to purchase shares of the Company’s common stock have been also retroactively adjusted to reflect the reverse stock split. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual amounts could differ from these estimates. | |||||||||||||
Significant estimates and judgments relied upon by management in preparation of these consolidated financial statements include revenue recognition, allowances for doubtful accounts, reserves for sales returns and allowances, reserves for excess and obsolete inventory, warranty obligations, valuation of deferred tax assets, stock-based compensation, income tax uncertainties, valuation of goodwill and intangible assets, useful lives of long-lived assets and the fair value of warrants. | |||||||||||||
The consolidated financial statements included in this Form 10-K include estimates based on currently available information and management’s judgment as to the outcome of future conditions and circumstances. Changes in the status of certain facts or circumstances could result in material changes in the estimates used in the preparation of the consolidated financial statements, and actual results could differ from the estimates and assumptions. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, foreign currency, emerging markets, and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. | |||||||||||||
Risks and Uncertainties | |||||||||||||
The Company has experienced significant losses in the past and has not sustained quarter over quarter profits. The Company is also highly leveraged, with $12.1 million in current bank indebtedness and $75.5 million in long-term debt, net of discount as of December 31, 2013. Both debt instruments expire on March 31, 2015. During 2012, the Company and certain of its subsidiaries entered into and subsequently amended the Third Amended and Restated Credit Agreement, dated as of March 22, 2012 (the “Term Loan Agreement”) with Obsidian, LLC, as agent, and Special Value Expansion Fund, LLC, Special Value Opportunities Fund, LLC, and Tennenbaum Opportunities Partners V, LP, as lenders (collectively the “Term Lenders”), which among other things, reduced the stated interest rate to 10% from 15%, revised the financial covenants and provided for additional borrowings. | |||||||||||||
On February 7, 2013, the Company and certain of its subsidiaries entered into a Third Amendment to the Term Loan Agreement (the “Third Amendment”), in which the Term Lenders provided additional borrowings of $4.0 million, in exchange for 1,442,172 shares of common stock pursuant to a Subscription Agreement (the “Subscription Agreement”). Further, the minimum Adjusted EBITDA financial covenant was amended and its application was postponed until the fiscal quarter ending March 31, 2014 and the other financial covenants, including the minimum liquidity covenant, are no longer applicable under the Term Loan Agreement. Additionally, the definition of Maturity Date in the Term Loan Agreement was also amended to provide that it shall be extended to March 31, 2016 upon the earlier to occur of (i) the receipt by the Company of Net Equity Proceeds (as defined in the Term Loan Agreement) in an aggregate amount of at least $5.0 million or (ii) a Change in Control (as defined in the Term Loan Agreement). The 2012 and 2013 Term Loan Agreement amendments were determined to be troubled debt restructurings and were taken to improve the Company’s liquidity, leverage and future operating cash flow. | |||||||||||||
On March 28, 2014, the Company entered into a Fourth Amendment to the Term Loan Agreement (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the minimum Adjusted EBITDA financial covenant in the Term Loan Agreement is no longer applicable. | |||||||||||||
On March 28, 2014, the Company entered into a Twenty-Second Amendment to the Revolving Credit Agreement (“Revolving Credit Agreement”) (the “Twenty-Second Amendment”). Pursuant to the Twenty-Second Amendment, the Revolving Credit Agreement was amended to change the minimum Adjusted EBITDA financial covenant and postpone its application until the twelve-month period ending on March 31, 2015. The Twenty-Second Amendment also provides that the minimum Adjusted EBITDA will not be tested for the periods ending on March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014. Under the Twenty-Second Amendment, the minimum Adjusted EBITDA remains set at $6.0 million and will be increased by 80% of pro forma adjustment to Adjusted EBITDA (as set forth in the definition thereof for any applicable Reference Period) concurrently with the closing of each Permitted Acquisition (as defined in the Revolving Credit Agreement). The Revolving Credit Agreement was also amended to increase the “Availability Block” to $1.4 million, increasing by an additional $100,000 on April 1, 2014 and on the first day of each fiscal quarter thereafter. The Company may not be able to maintain as high of a borrowing base under the Revolving Credit Agreement due to the increase in the Availability Block. Also, if the Company’s revenue continues to decline and the corresponding accounts receivable balance declines, this would also reduce the available borrowing base under the Revolving Credit Agreement. | |||||||||||||
As described above, the maturity date for both of the Company’s debt agreements is March 31, 2015. On March 31, 2014, the Company may be required to reclassify its long-term debt under the Term Loan Agreement to current on its consolidated balance sheet if the Term Loan Agreement has not been extended as of that date. The Company has not yet executed any extensions on either of the debt agreements and does not anticipate having sufficient cash and cash equivalents to repay the debt at the maturity of these agreements on March 31, 2015, or if the maturity dates were accelerated. | |||||||||||||
The Company would be forced to restructure these agreements and/or seek alternative sources of financing. There can be no assurances that restructuring of the debt or alternative financing will be available on acceptable terms or at all. In the event of an acceleration of the Company’s obligations under the Revolving Credit Agreement or Term Loan Agreement prior to their maturity or if the agreements are not extended or otherwise restructured as of March 31, 2015 and the Company fails to pay the amounts that would then become due, the Revolving Credit Lender and Term Lenders could seek to foreclose on the Company’s assets, as a result of which the Company would likely need to seek protection under the provisions of the U.S. Bankruptcy Code and/or its affiliates might be required to seek protection under the provisions of applicable bankruptcy codes. In that event, the Company could seek to reorganize its business or the Company or a trustee appointed by the court could be required to liquidate its assets. In either of these events, whether the stockholders receive any value for their shares is highly uncertain. If the Company needed to liquidate its assets, the Company might realize significantly less from them than the value that could be obtained in a transaction outside of a bankruptcy proceeding. The funds resulting from the liquidation of its assets would be used first to pay off the debt owed to secured creditors, including the Term Lenders and the Revolving Credit Lender, followed by any unsecured creditors, before any funds would be available to pay its stockholders. If the Company is required to liquidate under the federal bankruptcy laws, it is unlikely that stockholders would receive any value for their shares. | |||||||||||||
In order for the Company to meet the debt repayment requirements under the Term Loan Agreement and the Revolving Credit Agreement, the Company will need to raise additional capital by refinancing its debt, raising equity capital or selling assets. Uncertainty in future credit markets may negatively impact the Company’s ability to access debt financing or to refinance existing indebtedness in the future on favorable terms, or at all. If additional capital is raised through the issuance of debt securities or other debt financing, the terms of such debt may include different financial covenants, restrictions and financial ratios other than what the Company currently operates under. Any equity financing transaction could result in additional dilution to the Company’s existing stockholders. | |||||||||||||
Based on the Company’s current plans and business conditions, including the restructuring actions that were taken at the end of 2013 which will result in a workforce reduction of approximately 90 full-time employees and expected cost savings in 2014, as well as additional cost-cutting measures that the Company expects to employ during 2014, it believes that its existing cash and cash equivalents, expected cash generated from operations and available credit facilities will be sufficient to satisfy its anticipated cash requirements through the end of 2014. Accordingly, the accompanying consolidated financial statements have been prepared on a going concern basis. | |||||||||||||
Reclassifications | |||||||||||||
Certain amounts in the accompanying 2012 consolidated financial statements have been reclassified to conform to the current period presentation. | |||||||||||||
Cash Equivalents and Restricted Cash | |||||||||||||
The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash represents collateral securing guarantee arrangements with banks. The amounts expire upon achievement of certain agreed objectives, typically customer acceptance of the product, completion of installation and commissioning services, or expiration of the term of the product warranty or maintenance period. | |||||||||||||
Fair Value Measurements | |||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The inputs used to measure fair value are as follows: | |||||||||||||
Level 1: | Unadjusted quoted prices in active markets for identical assets or liabilities | ||||||||||||
Level 2: | Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the assets or liabilities | ||||||||||||
Level 3: | Unobservable inputs for the asset or liability | ||||||||||||
The carrying amounts of cash, cash equivalents, restricted cash, accounts receivable, bank indebtedness, accounts payable, and accrued liabilities approximate fair value because of their generally short maturities. For cash equivalents, the estimated fair values are based on market prices. The fair value of the Revolving Credit Agreement approximates the carrying amount since interest is based on market based variable rates. The fair value of the Company’s long-term debt is estimated by discounting the future cash flows for such instruments at rates on similar debt instruments of comparable maturities. | |||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | |||||||||||||
The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period. The following table sets forth the Company’s financial liabilities that were measured at fair value on a recurring basis as of December 31, 2013 and 2012: | |||||||||||||
31-Dec-13 | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||
Liabilities: | |||||||||||||
Warrants | $ | 163 | $ | — | $ | 163 | $ | — | |||||
31-Dec-12 | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||
Liabilities: | |||||||||||||
Warrants | $ | 1,985 | $ | — | $ | 1,985 | $ | — | |||||
The Company measured its warrants at fair value on a recurring basis and has determined that these financial liabilities are classified as level 2 instruments in the fair value hierarchy. The following table sets forth the Company’s warrant liability that was measured at fair value as of December 31, 2013 and 2012 using the Black-Scholes method of valuation using the following assumptions. | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Expected Term | 3.25 years | 4.25 years | |||||||||||
Volatility | 94 | % | 90 | % | |||||||||
Dividend Yield | — | % | — | % | |||||||||
Risk-Free Interest Rate | 1.75 | % | 0.72 | % | |||||||||
Concentrations and Credit Risk | |||||||||||||
Credit risk results from the possibility that a loss may occur from the failure of another party to perform according to the terms of the contract. Financial instruments that are exposed to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained with several financial institutions. Deposits held with financial institutions may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and therefore bear minimal risk. To manage accounts receivable risk, the Company evaluates the creditworthiness of its customers and maintains an allowance for doubtful accounts. | |||||||||||||
No customers accounted for over 10% of the Company’s revenue for the years ended December 31, 2013 and 2012. No customer accounted for more than 10% of accounts receivable as of December 31, 2013 and 2012. | |||||||||||||
As of December 31, 2013 and 2012, accounts receivable aggregating approximately $22.3 million and $21.2 million were insured for credit risk, which are amounts that represent total insured accounts receivable less an average co-insurance amount of 10%, subject to the terms of the insurance agreement. Under the terms of the insurance agreement, the Company is required to pay a premium equal to 0.13% of consolidated revenue. | |||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||||
Accounts receivable consist of amounts due from normal business activities. The Company maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. The Company estimates uncollectible amounts based upon historical bad debts, evaluation of current customer receivable balances, age of customer receivable balances, the customer’s financial condition and current economic trends. The Company reviews its allowance for doubtful accounts on a regular basis. Account balances are charged off against the allowance after all means of collection has been made and the potential for recovery is considered remote. Historically, the allowance for doubtful accounts has been adequate to cover the actual losses from uncollectible accounts. | |||||||||||||
The following table sets forth the change in the allowance for doubtful account for the years ended December 31, 2013 and 2012: | |||||||||||||
Beginning Balance | Provision | Write-offs | Ending Balance | ||||||||||
Year ended December 31, 2013 | $ | 1,217 | $ | 2,775 | $ | -973 | $ | 3,019 | |||||
Year ended December 31, 2012 | $ | 3,622 | $ | 975 | $ | -3,380 | $ | 1,217 | |||||
Inventory | |||||||||||||
Inventory is stated at the lower of cost, determined on a first in, first out basis, or market, and consists primarily of raw materials and components; work in process and finished products. The following table sets forth the components of inventory as of December 31, 2013 and 2012: | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Raw materials and components | $ | 2,332 | $ | 3,580 | |||||||||
Work in process | 457 | 1,031 | |||||||||||
Finished products | 3,010 | 4,263 | |||||||||||
Total inventory | $ | 5,799 | $ | 8,874 | |||||||||
The Company provides for inventory losses based on obsolescence and levels in excess of forecasted demand. In assessing the net realizable value of inventory, the Company is required to make judgments as to future demand requirements and compare these with the current or committed inventory levels. During the years ended December 31, 2013 and 2012, the Company recorded a charge of $0.4 million and $5.3 million, respectively, for the write-down of excess and obsolete inventory and capitalized overhead, which was recorded as a component of cost of product revenue in the accompanying consolidated statements of operations and comprehensive loss. | |||||||||||||
Title and risk of loss of inventory generally transfer to the customer when the product is shipped. However, when certain revenue arrangements require evidence of customer acceptance where the services have been identified as critical to the functionality, the Company classifies the delivered product as inventory in the accompanying consolidated financial statements. The revenue associated with such delivered product is deferred as a result of not meeting the revenue recognition criteria (see further discussion below). | |||||||||||||
During the period between product shipment and acceptance, the Company will recognize all labor-related expenses as incurred, but defers the cost of the related equipment and classifies such deferred costs as “work in process” a component of inventory in the accompanying consolidated financial statements. These deferred costs are then expensed in the same period that the deferred revenue is recognized as revenue (generally upon customer acceptance or in the case of contingent revenue provisions, when amounts are no longer contingent). In arrangements for which revenue recognition is limited to amounts due and payable because of extended payment terms, all related inventory costs are expensed at the date of customer acceptance. | |||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives, which are as follows: | |||||||||||||
Asset Classification | Estimated Useful Life | ||||||||||||
Computer equipment and software | 3 years | ||||||||||||
Furniture and fixtures | 3 years | ||||||||||||
Machinery and equipment | 5 years | ||||||||||||
ERP systems | 10 years | ||||||||||||
Leasehold improvements | Shorter of asset's useful life or remaining life of lease | ||||||||||||
Upon retirement or disposal, the cost of the asset disposed and the related accumulated depreciation are removed from the accounts, and any gain or loss is reflected as a component of general and administrative expenses in the accompanying consolidated financial statements. Expenditures for repairs and maintenance are expensed as incurred. | |||||||||||||
The following table sets forth the components of property and equipment, net as of December 31, 2013 and 2012: | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Computer equipment and software | $ | 40,502 | $ | 40,025 | |||||||||
Furniture and fixtures | 3,352 | 3,355 | |||||||||||
Machinery and equipment | 13,076 | 13,077 | |||||||||||
Leasehold improvements | 4,593 | 4,278 | |||||||||||
61,523 | 60,735 | ||||||||||||
Less: accumulated depreciation | -57,748 | -54,757 | |||||||||||
Total property and equipment, net | $ | 3,775 | $ | 5,978 | |||||||||
Depreciation expense was $3.3 million and $3.2 million for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||
Goodwill and Intangible Assets | |||||||||||||
Goodwill represents costs in excess of the fair value of net tangible and identifiable net intangible assets acquired in business combinations. The Company is required to perform a test for impairment of goodwill and indefinite-lived intangible assets on an annual basis or more frequently if impairment indicators arise during the year. The Company performs its annual test on December 31 each fiscal year. For purposes of the annual test, the Company has determined that it has one reporting unit, Dialogic Inc., which is the consolidated entity. | |||||||||||||
The impairment test for goodwill involves a two-step approach. Under the first step, the Company determines the fair value of the reporting unit to which goodwill has been assigned and then compares the fair value to the unit’s carrying value, including goodwill. Fair value is determined utilizing a combination of a discounted cash flow approach, based on management’s best estimate of the highest and best use of future revenues and operating expenses, discounted at an appropriate market participant risk adjusted rate and a market approach. For the 2013 annual impairment test, the Company used a weighted approach of both discounted cash flows and market approach. If the fair value exceeds the carrying value, no impairment loss is recognized. If the carrying value exceeds the fair value, the goodwill of the reporting unit is considered potentially impaired and the second step is performed to measure the impairment loss. | |||||||||||||
Under the second step, the implied fair value of goodwill is calculated by deducting the fair value of all tangible and intangible net assets, including any unrecognized intangible assets, of the reporting unit from the fair value of the unit as determined in the first step. The implied fair value of goodwill is then compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, the Company recognizes an impairment loss equal to the difference. | |||||||||||||
The Company maintains certain indefinite-lived assets, trade names, which are subject to annual impairment tests. The Company estimated fair value of its indefinite-lived asset using the relief from royalty method. As part of the annual impairment test, it was determined that the fair value of the Dialogic Inc. trade name was $8.9 million less than its carrying value, and as a result, the Company wrote down its indefinite-lived assets to $1.1 million. | |||||||||||||
As of December 31, 2013, the Company performed its annual impairment test. The Company performed the step one impairment test on its reporting unit and the estimated fair value was below the carrying value. Therefore, the Company performed a step two impairment test. Based on the results of the step two impairment test, the Company wrote down the value of goodwill related to the reporting unit. The total amount of the impairment charge during the year ended December 31, 2013 was $31.8 million, of which $22.9 million related to goodwill and $8.9 million related to indefinite-lived intangible assets. | |||||||||||||
The following table sets forth the changes in the carrying amount of goodwill during the years ended December 31, 2013 and 2012: | |||||||||||||
Balance as of December 31, 2012 and 2011 | $ | 31,223 | |||||||||||
Impairment of goodwill | -22,941 | ||||||||||||
Balance as of December 31, 2013 | $ | 8,282 | |||||||||||
The following table sets forth the changes in the carrying amount of intangible assets during the year ended December 31, 2013: | |||||||||||||
Balance as of December 31, 2012 | $ | 25,089 | |||||||||||
Amortization of intangible assets | -5,902 | ||||||||||||
Impairment of indefinite-lived assets | -8,900 | ||||||||||||
Balance as of December 31, 2013 | $ | 10,287 | |||||||||||
The following sets forth a summary of intangible assets as of December 31, 2013 and 2012: | |||||||||||||
31-Dec-13 | |||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||
Indefinite-lived intangibles: | |||||||||||||
Trade names | $ | 1,100 | $ | — | $ | 1,100 | |||||||
Finite-lived intangibles: | |||||||||||||
Technology | 55,949 | -50,144 | 5,805 | ||||||||||
Customer relationships | 38,312 | -34,974 | 3,338 | ||||||||||
Software licenses | 3,489 | -3,489 | — | ||||||||||
Patents | 1,137 | -1,093 | 44 | ||||||||||
$ | 99,987 | $ | -89,700 | $ | 10,287 | ||||||||
31-Dec-12 | |||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||
Indefinite-lived intangibles: | |||||||||||||
Trade names | $ | 10,000 | $ | — | $ | 10,000 | |||||||
Finite-lived intangibles: | |||||||||||||
Technology | 55,949 | -45,792 | 10,157 | ||||||||||
Customer relationships | 38,312 | -33,525 | 4,787 | ||||||||||
Software licenses | 3,489 | -3,486 | 3 | ||||||||||
Patents | 1,317 | -1,175 | 142 | ||||||||||
$ | 109,067 | $ | -83,978 | $ | 25,089 | ||||||||
During the year ended December 31, 2012, the Company recorded additional amortization expense of $0.5 million for a change in useful lives of technology assets, which was recorded as a component of cost of product revenue in the accompanying consolidated statement of operations and comprehensive loss. The Company wrote-off the gross intangible asset in the amount of $2.3 million and accumulated amortization in the amount of $2.3 million. During the year ended December 31, 2013, there were no changes to the useful lives of intangible assets. | |||||||||||||
On October 11, 2013, the Company sold three U.S. patents for approximately $0.2 million. Such patents were fully amortized as of the date of the sale. | |||||||||||||
Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which range in term from one to six years. For the years ended December 31, 2013 and 2012, amortization expense related to intangible assets was $5.9 million and $8.3 million, respectively. The following table sets forth estimated amortization expense for intangible assets subject to amortization for each of the next five years ending December 31 and thereafter. | |||||||||||||
2014 | $ | 5,040 | |||||||||||
2015 | 2,866 | ||||||||||||
2016 | 427 | ||||||||||||
2017 | 427 | ||||||||||||
2018 and thereafter | 427 | ||||||||||||
Total | $ | 9,187 | |||||||||||
Impairment of Long-Lived Assets | |||||||||||||
The Company conducts assessments of the recoverability of long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based upon the ability to recover the cost of the asset from the expected future undiscounted cash flows of related operations. In the event undiscounted cash flow projections indicate impairment, the Company would go to step two and record an impairment charge based on the fair value of the assets at the date of the impairment. During the three months ended December 31, 2013, the Company performed an assessment of recoverability for its long-lived assets based on the potential goodwill impairment and continued decline in its stock price. Based on the results of the step one impairment test, the undiscounted cash flows of the asset group (which was determined to be the reporting unit) was greater than the carrying value, therefore no step two test was required. | |||||||||||||
Revenue Recognition | |||||||||||||
The Company derives substantially all of its revenue from the sale of hardware/ software, licensing of software and professional services. The Company’s products are sold directly through its own sales force and independently through distribution partners. | |||||||||||||
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred and, if applicable, acceptance is received, the fee is fixed or determinable, and collectability is probable. In making these judgments, the Company evaluates these criteria as follows: | |||||||||||||
•Persuasive evidence of an arrangement exists. A written contract signed by the customer and the Company, or a purchase order, and/ or other written or electronic order documentation for those customers who have previously negotiated a standard arrangement with the Company, is deemed to represent persuasive evidence of an agreement. | |||||||||||||
•Delivery has occurred. The Company considers delivery of hardware and software products to have occurred at the point of shipment to customer’s designated carrier when title and risk of loss is passed to the customer and no post-delivery obligations exist. In instances where customer acceptance is required, delivery is deemed to have occurred when customer acceptance has been achieved or the Company has completed its contractual requirements. Services revenue is recognized when the services are completed. In certain arrangements involving subsequent sales of hardware and software products to expand customers’ networks, the revenue recognition on these arrangements after the initial arrangement has been accepted, typically occurs at the point of shipment, since the Company has historically experienced successful implementations of these expansions and customer acceptance, although contractually required, does not represent a significant risk. | |||||||||||||
•The fee is fixed or determinable. The Company considers the fee to be fixed and determinable unless the fee is subject to refund or adjustment or is not payable within normal payment terms. If the fee is subject to refund or adjustment, revenue is recognized when the refund or adjustment right lapses. If payment terms exceed the Company’s normal terms, revenue is recognized upon the receipt of cash. | |||||||||||||
•Collectability is probable. Each customer is evaluated for creditworthiness through a credit review process at the inception of an arrangement. Collection is deemed probable if, based upon the Company’s evaluation; the Company expects that the customer will be able to pay amounts under the arrangement as payments become due. If it is determined that collection is not probable, revenue is recognized upon cash collection. | |||||||||||||
The Company applies the guidance of Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (“ASU No. 2009-13”) and ASU No. 2009-14, Software (Topic 985): Certain Revenue Arrangement That Include Software Elements (“ASU No. 2009-14”). | |||||||||||||
The amendments in ASU No. 2009-14 provided that tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software revenue recognition guidance in Accounting Standards Codification (“ASC”) Topic 985-605, Software Revenue Recognition (“ASC 985-605”) and should follow the guidance in ASU No. 2009-13 for multiple-element arrangements. All non-essential and standalone software components will continue to be accounted for under the guidance of ASC 985-605. | |||||||||||||
ASU No. 2009-13 established a selling price hierarchy for determining the selling price of a deliverable in a revenue arrangement. The selling price for each deliverable is based on vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”) if VSOE is not available, or the Company’s estimated selling price (“ESP”) if neither VSOE nor TPE are available. The amendments in ASU No. 2009-13 eliminated the residual method of allocating arrangement consideration and required that it be allocated at inception of the arrangement to all deliverables using the relative selling price method. The relative selling price method allocates any discount in the arrangement proportionately to each deliverable on the basis of the deliverable’s estimated selling price. | |||||||||||||
The Company’s products typically have both hardware and software and components that function together to deliver the product’s essential functionality. Although the Company’s products are primarily marketed based on the software elements contained therein, the hardware sold, generally cannot be used apart from the software. Many of the Company’s sales involve multiple-element arrangements that include product, maintenance and professional services. The Company may enter into sales transactions that do not contain tangible hardware components, which will continue to be accounted for under guidance of ASC 985-605. | |||||||||||||
Multiple-deliverable revenue guidance requires the evaluation of each deliverable in an arrangement to determine whether such deliverable represents a separate unit of accounting. The delivered item constitutes a separate unit of accounting when it has stand-alone value to the customer. If the arrangement includes a general refund or return right relative to the delivered item and the delivery and performance of the undelivered items are considered probable and substantially in the Company’s control, the delivered element constitutes a separate unit of accounting. In instances when the aforementioned criteria are not met, the deliverable is combined with the undelivered elements and revenue recognition is determined for the combination as a single unit of accounting. Most of the Company’s products qualify as a single deliverable because they are sold as a single tangible product containing both hardware and software to deliver the product’s essential functionality and have standalone value to the customer, accordingly, revenue is recognized when the applicable revenue recognition criteria are met. Hardware and software expansion and spare or replacement parts are treated as separate units of accounting because they have standalone value to the customer and general right of return does not exist; therefore, revenue is recognized upon delivery for these components assuming all other revenue recognition criteria are also met. | |||||||||||||
The total arrangement fees are allocated to all the deliverables based on their respective relative selling prices. The relative selling price is determined using VSOE, when available. The Company generally uses VSOE to derive the selling price for its maintenance and professional services deliverables. VSOE for maintenance is based on contractual stated renewal rates, whereas professional services are based on historical pricing for standalone professional service transactions. When VSOE cannot be established, the Company attempts to determine the TPE for the deliverables. TPE is determined based on prices for similar deliverables, sold by competitors. Generally, the Company’s offerings differ from those of its competitors and comparable pricing of its competitors is often not available. | |||||||||||||
When the Company is unable to establish selling price using VSOE or TPE, the Company uses ESP in its allocation of arrangement fees. The ESP for a deliverable is determined as the price at which the Company would transact if the products or services were sold on a standalone basis. The ESP for each deliverable is determined using an average historical discounted selling price based on several factors, including but not limited to, marketing strategy, customer considerations and pricing practices in a region. For arrangements with contingent revenue provisions (a portion of the relative selling price of a delivered item is contingent upon the delivery of additional items or meeting other specified performance conditions), revenue recognized on delivered items is limited to the non-contingent amount. | |||||||||||||
•Revenue Reserves and Adjustments | |||||||||||||
Sales incentives, which are offered on some of the Company’s products, are recorded as a reduction of revenue as there are no identifiable benefits received. The Company records a provision for estimated sales returns and allowances as a reduction from sales in the same period during which the related revenue is recorded. These estimates are based on historical sales returns and allowances, analysis of credit memo data and other known factors. | |||||||||||||
The Company has agreements with certain distributors which allow for stock rotation rights. The stock rotation rights permit the distributors to return a defined percentage of their purchases. Most distributors must exchange this stock for orders of an equal or greater amount. The Company recognizes an allowance for stock rotation rights based on historical experience. The provision is recorded as a reduction in revenue in the period during which the related revenue is recognized. | |||||||||||||
The Company also has agreements with certain distributors that allow for price adjustments. The Company recognizes an allowance for these price adjustments based on historical experience. The price adjustments are recorded as a reduction in revenue in the period during which the related revenue is recognized. | |||||||||||||
Revenue is primarily recognized net of sales taxes. Revenue includes amounts billed to customers for shipping and handling. Shipping and handling fees represented less than 1% of revenues in each of the years ended December 31, 2012 and 2011. Shipping and handling costs are included in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss. | |||||||||||||
Deferred Revenue | |||||||||||||
Deferred revenue represents fixed or determinable amounts billed to or collected from customers for which the related revenue has not been recognized because one or more of the revenue recognition criteria have not been met. Advances paid by customers prior to the delivery of product and services, due to existing legal arrangements for futures sales as of the balance sheet date, are classified as deferred revenue. Revenue from maintenance contracts is presented as deferred revenue and is recognized on a straight-line basis over the term of the contract. The current portion of deferred revenue is expected to be recognized as revenue within 12 months from the balance sheet date. As of December 31, 2013 and 2012, the long-term portion of deferred revenue amounted to $2.3 million, which was included as a component of other long-term liabilities in the accompanying consolidated balance sheets. | |||||||||||||
Product Warranties | |||||||||||||
The Company’s products are generally subject to warranties, and liabilities are established for the estimated future cost of repair or replacement through charges to cost of revenue at the time the related sale is recognized. Factors considered in determining appropriate accruals for product warranty obligations include the size of the installed base of products subject to warranty protection, historical and projected warranty claim rates, historical and projected cost-per-claim, and knowledge of specific product failures that are outside of the Company’s typical experience. The Company assesses the adequacy of its preexisting warranty liabilities and adjusts the amounts as necessary based on actual experience and changes in future estimates. | |||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation cost is estimated at the grant date based on the award’s fair value. For stock options, fair value is calculated by the Black-Scholes option-pricing model. For restricted stock units (“RSUs”), fair value is determined based on the stock price on grant date. The Company recognizes the compensation cost of stock-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Black-Scholes model requires various judgment-based assumptions including interest rates, expected volatility and expected term. | |||||||||||||
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period commensurate with the expected term. The computation of expected volatility is based on the historical volatility of the Company’s stock, as well as historical and implied volatility of comparable companies from a representative peer group based on industry and market capitalization data. The expected term represents the period that stock-based awards are expected to be outstanding, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee exercise behavior. The expected term for stock-based awards has been determined using the “simplified” method. The Company will continue to use the simplified method until it has enough historical experience to provide a reasonable estimate of expected term. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore the expected dividend yield is assumed to be zero. Management makes an estimate of expected forfeitures and recognizes compensation expense only for the equity awards expected to vest. | |||||||||||||
The following weighted average assumptions were used to value options granted during the years ended December 31, 2013 and 2012: | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Risk-free interest rate | 1.18 | % | 0.87 | % | |||||||||
Expected volatility | 91 | % | 89 | % | |||||||||
Expected life (in years) | 6.0 | 6.0 | |||||||||||
Dividend yield | — | — | |||||||||||
Research and Development | |||||||||||||
Research and development expenses are charged to expense as incurred. These costs include payroll, employee benefits, equipment depreciation, materials, and other personnel-related costs associated with product development. Costs incurred with respect to internally developed technology and engineering services included in research and development are expensed as incurred. | |||||||||||||
Government-Sponsored Research and Development | |||||||||||||
The Company records grants received from the Office of the Chief Scientist of the Israeli Ministry of Industry, Trade, and Labor, (“OCS”), as a reduction of research and development expenses, based on the estimated reimbursable cost incurred. Royalties payable to the OCS are classified as cost of revenue in the accompanying consolidated statements of operations and comprehensive loss. | |||||||||||||
Foreign Currency Translation | |||||||||||||
The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company adopted the U.S. dollar as its functional and reporting currency. The Company has identified one foreign subsidiary in Brazil where the functional currency is their local reporting currency. Those assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effect of these translation adjustments are included in accumulated other comprehensive loss in the accompanying consolidated balance sheets. | |||||||||||||
For foreign subsidiaries using the U.S. dollar as their functional currency, transactions and monetary balances denominated in non-U.S. dollar currencies are remeasured into U.S. dollars using current exchange rates. Monetary assets and liabilities are revalued into the functional currency at each balance sheet date using the exchange rate in effect at that date, with any resulting exchange gains or losses being credited or charged to the foreign exchange loss, net in the accompanying consolidated statements of operations. | |||||||||||||
Income Taxes | |||||||||||||
The Company accounts for income taxes using the asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax liabilities and assets are based on provisions of the enacted tax law. A valuation allowance is provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. A change in taxable income in future periods that is significantly different from that projected may cause adjustments to the valuation allowance that could materially increase or decrease future income tax expense. | |||||||||||||
The Company classifies interest and penalties related to uncertain tax contingencies as a component of income tax expense in the consolidated statements of operations and comprehensive loss. Income tax reserves for uncertain tax positions are recorded whenever there is a difference between amounts reported by the Company in its tax returns and the amounts the Company believes it would likely pay in the event of an examination by the taxing authorities. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in the recognition or measurement are reflected in the period in which the change occurs. | |||||||||||||
Comprehensive Loss | |||||||||||||
Comprehensive loss consists of two components, net loss and foreign currency translation adjustments from its subsidiary not using the U.S. dollar as its functional currency. | |||||||||||||
Net Loss Per Share | |||||||||||||
Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. The Company has outstanding stock options and restricted stock units, which have not been included in the calculation of diluted net loss per share because to do so would be anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are the same. | |||||||||||||
Basic and diluted net loss per share was calculated as follows. | |||||||||||||
Years December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Numerator: | |||||||||||||
Net loss | $ | -53,935 | $ | -37,618 | |||||||||
Denominator: | |||||||||||||
Basic and diluted weighted-average shares: | |||||||||||||
Weighted average shares used in computing | |||||||||||||
basic and diluted net loss per share | 15,860 | 9,341 | |||||||||||
Net loss per share - basic and diluted | $ | -3.4 | $ | -4.03 | |||||||||
Recent Accounting Pronouncements | |||||||||||||
On July 18, 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, Presentation of a Liability for an Unrecognized Tax Benefit When a Net Operating Loss Carryforward or Tax Credit Carryforward Exists ("ASU 2013-11"), which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss ("NOL") carryforward, a similar tax loss or a tax credit carryforward exists. The FASB's objective in issuing ASU 2013-11 is to eliminate diversity in practice resulting from a lack of guidance on this topic in current GAAP. ASU 2013-11 requires that an entity present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for an NOL carryforward, a similar tax loss or a tax credit unless certain conditions exist. ASU 2013-11 is effective for the Company beginning January 1, 2014. The Company does not expect the adoption of ASU 2013-11 to have an impact on its consolidated financial statements. | |||||||||||||
On March 4, 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830) - Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity ("ASU 2013-05"), which indicates that the entire amount of a cumulative translation adjustment ("CTA") related to an entity's investment in a foreign entity should be released when there has been either: (a) a sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in a foreign entity; (b) the loss of a controlling financial interest in an investment in a foreign entity (i.e., the foreign entity is deconsolidated); or (c) the step acquisition of a foreign entity (i.e., when the accounting for an entity has changed from applying the equity method for an investment in a foreign entity to consolidating the foreign entity). ASU 2013-05 does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. ASU 2013-05 is effective for the Company beginning January 1, 2014. The Company does not expect the adoption of ASU 2013-05 to have a material impact on its consolidated financial statements. | |||||||||||||
Immaterial_Corrections_To_Prio
Immaterial Corrections To Prior Period Financial Statements | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Accrued Liability [Abstract] | ' | ||||||||||||||
Immaterial Corrections To Prior Period Financial Statements | ' | ||||||||||||||
Note 3 – Immaterial Corrections to Prior Period Financial Statements | |||||||||||||||
Subsequent to the issuance of the consolidated financial statements for the year ended December 31, 2012, the Company became aware of one revenue transaction with a distributor recorded during the second quarter of 2012 that should have been recorded on the sell-through basis in the third quarter of 2012 as a result of a non-standard term that was agreed to with the customer by the Company. The Company reviewed shipping dates and terms related to additional shipments of its products during 2012 and the first quarter of 2013 to determine whether revenue was recognized in the correct period. Based on the Company’s evaluation, it was not proper for the Company to recognize revenue for products collected by certain intermediate common carriers, used primarily at quarter-ends, since title and risk of loss did not pass until such shipments were picked up by the customer’s shipping agent under the agreed upon shipping terms. As a result, previously reported product revenue and cost of product revenue for each of the quarterly periods of 2012 were misstated. In addition, the opening accumulated deficit as of January 1, 2012 was understated and the ending accumulated deficit as of December 31, 2012 was understated. | |||||||||||||||
The Company assessed the materiality of these errors, using relevant quantitative and qualitative factors, and determined that these errors, both individually and in the aggregate, were not material to any previously reported period. The Company made these immaterial corrections to the 2012 financial statements, which include corrections to each of the quarterly periods of 2012. Accordingly, the December 31, 2012 consolidated balance sheet as presented in this Form 10-K has been revised from the information presented in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2012 as follows: accounts receivable has been reduced by $1.8 million, inventory has been increased by $0.6 million and ending accumulated deficit has been increased by $1.2 million. The opening accumulated deficit as of January 1, 2012 was also increased by $1.4 million. The impact of the errors as of and for the year ended December 31, 2012 and for each of the quarters of 2012 is shown in the tables below. There was no impact on cash flows from operating activities in any of the periods presented. | |||||||||||||||
The following table summarizes the impact of immaterial errors on the Company’s consolidated balance sheet as of December 31, 2012. | |||||||||||||||
As Reported | Immaterial Corrections | As Revised | |||||||||||||
Assets: | |||||||||||||||
Accounts receivable | $ | 34,248 | $ | -1,826 | $ | 32,422 | |||||||||
Inventory | $ | 8,306 | $ | 568 | $ | 8,874 | |||||||||
Total current assets | $ | 58,948 | $ | -1,258 | $ | 57,690 | |||||||||
Total assets | $ | 123,385 | $ | -1,258 | $ | 122,127 | |||||||||
Liabilities Stockholders' Deficit: | |||||||||||||||
Accumulated deficit | $ | -253,093 | $ | -1,258 | $ | -254,351 | |||||||||
Total stockholders' deficit | $ | -17,844 | $ | -1,258 | $ | -19,102 | |||||||||
Total liabilities and stockholders' deficit | $ | 123,385 | $ | -1,258 | $ | 122,127 | |||||||||
The following table summarizes the impact of immaterial corrections on the Company’s consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2012 and for each of the quarters of 2012. | |||||||||||||||
As Reported | Q1 2012 | Q2 2012 | Q3 2012 | Q4 2012 | YTD 2012 | ||||||||||
Revenue: | |||||||||||||||
Products | $ | 31,510 | $ | 28,599 | $ | 32,140 | $ | 28,980 | $ | 121,229 | |||||
Total revenue | 41,107 | 38,559 | 42,391 | 37,912 | 159,969 | ||||||||||
Cost of revenue: | — | ||||||||||||||
Products | 11,067 | 15,901 | 11,070 | 10,483 | 48,521 | ||||||||||
Total cost of revenue | 16,238 | 20,879 | 16,188 | 14,928 | 68,233 | ||||||||||
Gross profit | 24,869 | 17,680 | 26,203 | 22,984 | 91,736 | ||||||||||
Loss from operations | -7,207 | -17,805 | -156 | -5,547 | -30,715 | ||||||||||
Loss before provision (benefit) for income taxes | -14,425 | -18,143 | -234 | -4,755 | -37,557 | ||||||||||
Net loss | $ | -14,785 | $ | -18,031 | $ | -290 | $ | -4,664 | $ | -37,770 | |||||
Net loss per share - basic and diluted | $ | -2.35 | $ | -2.85 | $ | -0.03 | $ | -0.32 | $ | -4.04 | |||||
Total comprehensive loss | $ | -14,834 | $ | -18,214 | $ | -482 | $ | -4,457 | $ | -37,987 | |||||
Immaterial Corrections | Q1 2012 | Q2 2012 | Q3 2012 | Q4 2012 | YTD 2012 | ||||||||||
Revenue: | |||||||||||||||
Products | $ | 978 | $ | -1,645 | $ | 1,697 | $ | -920 | $ | 110 | |||||
Total revenue | 978 | -1,645 | 1,697 | -920 | 110 | ||||||||||
Cost of revenue: | |||||||||||||||
Products | -344 | 637 | -584 | 333 | 42 | ||||||||||
Total cost of revenue | -344 | 637 | -584 | 333 | 42 | ||||||||||
Gross profit | 634 | -1,008 | 1,113 | -587 | 152 | ||||||||||
Loss from operations | 634 | -1,008 | 1,113 | -587 | 152 | ||||||||||
Loss before provision (benefit) for income taxes | 634 | -1,008 | 1,113 | -587 | 152 | ||||||||||
Net loss | $ | 634 | $ | -1,008 | $ | 1,113 | $ | -587 | $ | 152 | |||||
Net loss per share - basic and diluted | $ | 0.10 | $ | -0.16 | $ | 0.11 | $ | -0.04 | $ | 0.02 | |||||
Total comprehensive income (loss) | $ | 634 | $ | -1,008 | $ | 1,113 | $ | -587 | $ | 152 | |||||
As Revised | Q1 2012 | Q2 2012 | Q3 2012 | Q4 2012 | YTD 2012 | ||||||||||
Revenue: | |||||||||||||||
Products | $ | 32,488 | $ | 26,954 | $ | 33,837 | $ | 28,060 | $ | 121,339 | |||||
Total revenue | 42,085 | 36,914 | 44,088 | 36,992 | 160,079 | ||||||||||
Cost of revenue: | |||||||||||||||
Products | 11,411 | 15,264 | 11,654 | 10,150 | 48,479 | ||||||||||
Total cost of revenue | 16,582 | 20,242 | 16,772 | 14,595 | 68,191 | ||||||||||
Gross profit | 25,503 | 16,672 | 27,316 | 22,397 | 91,888 | ||||||||||
Loss from operations | -6,573 | -18,813 | 957 | -6,134 | -30,563 | ||||||||||
Loss before provision (benefit) for income taxes | -13,791 | -19,151 | 879 | -5,342 | -37,405 | ||||||||||
Net loss | $ | -14,151 | $ | -19,039 | $ | 823 | $ | -5,251 | $ | -37,618 | |||||
Net loss per share - basic and diluted | $ | -2.25 | $ | -3 | $ | 0.08 | $ | -0.36 | $ | -4.03 | |||||
Total comprehensive income (loss) | $ | -14,200 | $ | -19,222 | $ | 631 | $ | -5,044 | $ | -37,835 | |||||
Accrual_Liabilities
Accrual Liabilities | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Accrued Liability [Abstract] | ' | ||||||
Accrued Liabilities | ' | ||||||
Note 4 – Accrued Liabilities | |||||||
The following table summarizes the Company’s accrued liabilities as of December 31, 2013 and 2012: | |||||||
December 31, | |||||||
2013 | 2012 | ||||||
Accrued compensation and benefits | $ | 5,756 | $ | 7,744 | |||
Accrued restructuring expenses | 4,445 | 3,773 | |||||
Accrued royalty expenses | 1,540 | 1,280 | |||||
Accrued commissions | 1,230 | 1,585 | |||||
Accrued professional fees | 1,603 | 2,147 | |||||
Deferred rent | 31 | 271 | |||||
Other accrued expenses | 3,203 | 4,470 | |||||
Total accrued liabilities | $ | 17,808 | $ | 21,270 | |||
On July 8, 2013, the Company’s subsidiary Dialogic (US) Inc. entered into a Settlement Agreement and Mutual Release (“Settlement Agreement”) with Intel Americas, Inc. (“Intel”), whereby it agreed to pay $1.0 million, in equal installments over a ten month period, commencing within three working days of the executed agreement, in order to settle a complaint filed on April 23, 2013 in the Superior Court of New Jersey of Morris County, New Jersey, alleging breach of contract for amounts due under lease for Dialogic (US) Inc.’s Parsippany, New Jersey facility during the period from September 2012 through June 2013. As a result, the Company recorded a benefit of $1.8 million during the year ended December 31, 2013 related to the Settlement Agreement. | |||||||
In addition, on July 8, 2013, Dialogic (US) Inc. and Intel entered into a Second Amendment to Sublease Agreement, dated September 19, 2006, with respect to the property located in Parsippany, New Jersey whereby the Company agreed to pay base rent, utilities and taxes of approximately $0.2 million per month, beginning from July 1, 2013 through December 31, 2015 (the end of the lease term). As a result, the Company reversed its deferred rent accrual in the amount of $0.7 million during the year ended December 31, 2013. | |||||||
Pursuant to the Second Amendment to Sublease Agreement, in the event Dialogic (US) Inc. does not pay rent pursuant to this sublease at any time, it has 60 days to leave the space, with no future liabilities or penalties. As a result, the Company reversed its restructuring accrual in the amount of $2.3 million during the year ended December 31, 2013. In the event Dialogic (US) Inc. stops payment and does not vacate the space within 60 days, Dialogic (US) Inc. will have to pay the balance of the remaining rent owed under the sublease, plus a penalty of $1.4 million. | |||||||
On January 31, 2014, Dialogic (US) Inc. and Intel entered into a Third Amendment to Sublease Agreement pursuant to which Dialogic (US) Inc. may terminate the sublease at any time on no less than 30 days written notice provided that such termination date shall not be earlier than April 30, 2014. | |||||||
Bank_Indebtedness
Bank Indebtedness | 12 Months Ended |
Dec. 31, 2013 | |
Bank Indebtedness [Abstract] | ' |
Bank Indebtedness | ' |
Note 5 – Bank Indebtedness | |
The Company has a working capital facility, the Revolving Credit Agreement with the Revolving Credit Lender. As of December 31, 2013, the borrowing base under the Revolving Credit Agreement amounted to $15.2 million, the Company had borrowed $12.1 million based on the prior month’s borrowing base calculation, and the unused line of credit totaled $12.9 million, of which $3.1 million was available for additional borrowings in the first week of January 2014. | |
On February 7, 2013, the Company and certain of its subsidiaries entered into a Twentieth Amendment to the Revolving Credit Agreement (the “Twentieth Amendment”) with the Revolving Credit Lender. Pursuant to the Twentieth Amendment, the Revolving Credit Agreement was amended to change the minimum Adjusted EBITDA financial covenant and postpone its application until the first quarter ending March 31, 2014. Previously, the minimum Adjusted EBITDA financial covenant would have commenced in the quarter ending June 30, 2013. The “Availability Block” was increased to $0.5 million and increased by an additional $0.1 million on July 1, 2013 and on the first day of each fiscal quarter thereafter. The Revolving Credit Agreement was also amended to reduce the Borrowing Base by the Availability Block at all times. | |
On March 28, 2014, the Company entered into a Twenty-Second Amendment to the Revolving Credit Agreement. Pursuant to the Twenty-Second Amendment, the Revolving Credit Agreement was amended to change the minimum Adjusted EBITDA financial covenant and postpone its application until the twelve-month period ending on March 31, 2015. The Twenty-Second Amendment also provides that the minimum Adjusted EBITDA will not be tested for the periods ending on March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014. Under the Twenty-Second Amendment, the minimum Adjusted EBITDA remains set at $6.0 million and will be increased by 80% of pro forma adjustment to Adjusted EBITDA (as set forth in the definition thereof for any applicable Reference Period) concurrently with the closing of each Permitted Acquisition (as defined in the Revolving Credit Agreement). The Revolving Credit Agreement was also amended to increase the “Availability Block” to $1.4 million, increasing by an additional $100,000 on April 1, 2014 and on the first day of each fiscal quarter thereafter. | |
The following describes certain terms of the Revolving Credit Agreement, as amended: | |
Term. The commitment of the Revolving Credit Lender to make revolving credit loans terminates and all outstanding revolving credit loans are due on the maturity date, which is defined as the earlier of (i) March 31, 2015 or (ii) maturity of the Indebtedness (by acceleration or otherwise) under the Term Loan Agreement. The Company may repay the facility at its own option with 30 days’ notice to the Revolving Credit Lender. | |
Mandatory Prepayments. The Company is required to prepay revolving credit loans in an amount equal to 100% of the net proceeds from the sale or other disposition of inventory other than in the ordinary course of business, subject to the right to apply the net proceeds to the acquisition of replacement property in lieu of prepayment. | |
Interest Rates and Fees. At the Company’s election, revolving credit loans may bear interest at a rate equal to the prime rate plus 1.5% or at a rate equal to reserve-adjusted LIBOR plus 3%. Upon the occurrence and continuance of an event of default and at the election of the Revolving Credit Lender, the revolving credit loans will bear interest at a default rate equal to the applicable interest rate or rates plus 2%. The Company pays the Revolving Credit Lender a monthly fee on the unused portion of the maximum revolver amount, as well as a monthly collateral management fee and an annual deferred closing fee. | |
For the years ended December 31, 2013 and 2012, the Company recorded interest expense related to the Revolving Credit Agreement in the amount of $0.5 million and $0.6 million, respectively. The average interest rates for the years ended December 31, 2013 and 2012 were 4.75% and 4.97%, respectively. | |
Guarantors. The revolving credit loans were entered into by the Company’s subsidiary Dialogic Corporation and are guaranteed by the Company, Dialogic (US) Inc., Cantata Technology, Inc., Dialogic Distribution Ltd., Dialogic Networks (Israel) Ltd. and Dialogic do Brasil Comercio de Equipamentos Para Telecomunicacao Ltda. (collectively the “Revolving Credit Guarantors”). | |
Security. The revolving credit loans are secured by a pledge of the assets of the Company and the Revolving Credit Guarantors consisting of accounts receivable and inventory and related property. The security interest of the Revolving Credit Lender is prior to the security interest of the Term Lenders, as defined below, in these assets, subject to the terms and conditions of an intercreditor agreement. | |
Minimum Adjusted EBITDA. Defined as earnings plus interest expense, taxes, depreciation, amortization, foreign exchange gain or loss and subject to certain additional adjustments in accordance with U.S. GAAP. The Company must maintain Minimum Adjusted EBITDA of at least $6.0 million for the twelve month period ending on March 31, 2015. | |
Other Terms. The Company and its subsidiaries are subject to affirmative and negative covenants, including restrictions on incurring additional debt, granting liens, entering into mergers, consolidations and similar transactions, selling assets, prepaying indebtedness, paying dividends or making other distributions on its capital stock, entering into transactions with affiliates and making capital expenditures. The Revolving Credit Agreement contains customary events of default, including a change in control of the Company and an Event of Default (as defined in the Revolving Credit Agreement), which results in a cross-default under the Term Loan Agreement. | |
Debt_And_Related_Party_Transac
Debt And Related Party Transactions | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Debt And Related Party Transactions [Abstract] | ' | ||||||
Debt And Related Party Transactions | ' | ||||||
Note 6 – Debt and Related Party Transactions | |||||||
Tennenbaum Capital Partners, LLC (“Tennenbaum”), a private equity firm, manages the funds of the Term Lenders. Tennenbaum also owned approximately 55% of the Company’s outstanding common stock as of December 31, 2013. One Managing Partner for Tennenbaum also serves as a member of the Company’s Board of Directors. | |||||||
In connection with entering into the Term Loan Agreement during 2012, the Company issued to the Term Lenders warrants to purchase 3.6 million shares of common stock with an exercise price of $5.00 per share. The fair value of the warrants at issuance of $7.1 million reduced the carrying amount of the Term Loan as a debt discount and is accreted to interest expense over the life of the Term Loan. The warrants have been determined to qualify as a liability and, therefore, have been classified as such in the accompanying consolidated balance sheets. The fair value of the warrants is determined at the end of each reporting period and the change in fair value is recorded as a change in fair value of warrants in the accompanying consolidated statements of operations and comprehensive loss. The fair value of the warrants was $0.2 million and $2.0 million as of December 31, 2013 and 2012, respectively. The Company recorded a gain of $1.8 million and $5.1 million for the years ended December 31, 2013 and 2012, respectively, to reflect the change in fair value, which is recorded as a component of other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. | |||||||
On February 7, 2013, the Company and certain of its subsidiaries entered into a Third Amendment to the Term Loan Agreement. Pursuant to the Third Amendment, the Term Lenders agreed to provide for additional borrowing of $4.0 million under the Term Loan Agreement. In consideration of this additional borrowing, the Company issued an amount of common stock to the Term Lenders equal to the market value of 10.0% of the outstanding shares of the common stock of the Company based on the closing price of the Company’s common stock immediately prior to such issuance pursuant to a Subscription Agreement, further described elsewhere in this Form 10-K. Further, the minimum Adjusted EBITDA financial covenant was amended and its application was postponed until the fiscal quarter ending March 31, 2014 and the other financial covenants, including the minimum liquidity covenant, are no longer applicable under the Term Loan Agreement. Additionally, the definition of Maturity Date in the Term Loan Agreement was also amended to provide that it shall be extended to March 31, 2016 upon the earlier to occur of (i) the receipt by the Company of Net Equity Proceeds (as defined in the Term Loan Agreement) in an aggregate amount of at least $5.0 million or (ii) a Change in Control (as defined in the Term Loan Agreement). | |||||||
A closing fee in the amount of $0.3 million was added to principal amount of Term Loans in consideration for the third quarter 2012 cash interest of $0.8 million converted into paid in kind (“PIK”) and $0.5 million of loans funded by the Term Lenders on December 28, 2012. | |||||||
In connection with the Third Amendment, on February 7, 2013, a total of 1,442,172 shares of common stock were issued to the Term Lenders under the terms of the Subscription Agreement. The fair value of the common shares issued was accounted for as a debt discount and is accreted to interest expense over the life of the Term Loan. | |||||||
The Company and the Term Lenders also entered into a Registration Rights Agreement with the Term Lenders dated February 7, 2013 (the “Rights Agreement”) pursuant to which the Company agreed to file one or more registration statements registering for resale the shares of common stock issued under the Subscription Agreement within 90 days of such issuance. The Company obtained a waiver from the Term Lenders until it regains its eligibility to file a registration statement on Form S-3. | |||||||
On March 28, 2014, the Company entered into a Fourth Amendment to the Term Loan Agreement. Pursuant to the Fourth Amendment, the minimum Adjusted EBITDA financial covenant in the Term Loan Agreement is no longer applicable. | |||||||
The following describes certain provisions of the Term Loan Agreement, as amended: | |||||||
Additional Borrowings. The Term Lenders have at their discretion the ability to provide additional loans to the Company up to $10.0 million on the same terms as the Term Loans. As of December 31, 2013, the Company had received $8.5 million under this provision. | |||||||
Maturity. The Term Loans are due on March 31, 2015, provided that such date shall be extended to March 31, 2016 upon the earlier to occur of (i) the receipt by the Company of Net Equity Proceeds (as defined in the Term Loan Agreement) in an aggregate amount of at least $5.0 million or (ii) a Change in Control. | |||||||
Voluntary and Mandatory Prepayments. The Term Loans may be prepaid, in whole or in part, from time to time, subject to payment of (i) if prepaid prior to the first anniversary of the closing date, a premium of 5%, (ii) if prepaid after the first but prior to the second anniversary of the closing date, a premium of 2% and (iii) if prepaid after the second anniversary of the closing date, no premium is required. | |||||||
The Company is required to offer to prepay the Term Loans out of the net proceeds of certain asset sales (including asset sales by the Company and its subsidiaries) at 100% of the principal amount of Term Loans prepaid, plus the prepayment premiums described above, subject to the Company’s right to retain proceeds of up to $1.0 million in the aggregate each fiscal year. Subject to the right to retain proceeds of up to $1.5 million in the aggregate in each fiscal year, the Company is also required to prepay the Term Loans out of 50% of the net proceeds from certain equity issuances by the Company, plus the prepayment premiums described above, except that no prepayment premium is required to be paid in respect of the first $35.0 million of net proceeds of an issuance by the Company of stock at a price of $6.25 per share or more. | |||||||
Interest Rates. The Term Loans bear interest, payable quarterly in cash, at a rate per annum of 10%. In 2012 and thereafter, if certain minimum cash requirements are not met, interest may be paid at the rate of 5% in cash with the remaining 5% added to principal and PIK. However, for interest incurred during the year ended December 31, 2013, the Company was permitted, based on an agreement with the Term Lender, to pay the cash interest due as PIK. For 2014, the Term Lender has agreed to allow the Company to pay the cash interest due as PIK. | |||||||
Upon the occurrence and continuance of an event of default, the Term Loans will bear interest at a default rate equal to the applicable interest rate plus 2%. | |||||||
For the years ended December 31, 2013 and 2012, the Company recorded interest expense of $9.2 million and $9.3 million, respectively, related to the Term Loan Agreement of which $9.2 million and $5.3 million, respectively, related to accrued PIK interest and amortization charges for deferred debt issuance costs and accretion of debt discount. | |||||||
Guarantors. The Term Loans are entered into by the Company’s subsidiary Dialogic Corporation and are guaranteed by the Company, Dialogic US Inc., Dialogic Distribution Limited, Dialogic Manufacturing Limited, Dialogic Networks (Israel) Ltd., Dialogic do Brasil Comercio de Equipamentos Para Telecomunicacao Ltda. and certain U.S. subsidiaries of the Company (collectively, the “Term Loan Guarantors”). | |||||||
Security. The Term Loans are secured by a pledge of all of the assets of the Company and the Term Loan Guarantors, including all intellectual property, accounts receivable, inventory and capital stock in the Company’s direct and indirect subsidiaries. The security interest of the Term Lenders in inventory, accounts receivable and related property of Dialogic Corporation and the Term Loan Guarantors is subordinated to the security interest of the Revolving Credit Lender in those assets. | |||||||
Financial Covenants. The Term Loans previously subjected the Company to a Minimum Adjusted EBITDA, defined as earnings plus interest expense, taxes, depreciation, amortization, foreign exchange gain or loss and subject to certain additional adjustments in accordance with U.S. GAAP. Pursuant to the Fourth Amendment, the minimum Adjusted EBITDA financial covenant in the Term Loan Agreement is no longer applicable. | |||||||
Other Terms. The Company and its subsidiaries are subject to various affirmative and negative covenants under the Term Loan Agreement, including restrictions on incurring additional debt and contingent liabilities, granting liens, making investments and acquisitions, paying dividends or making other distributions in respect of its capital stock, selling assets and entering into mergers, consolidations and similar transactions, entering into transactions with affiliates and entering into sale and lease-back transactions. The Term Loan Agreement contains customary events of default, including a change in control of the Company without the Term Lenders consent and an Event of Default (as defined in the Term Loan Agreement), which results in a cross-default under the Revolving Credit Agreement. | |||||||
The following table summarizes debt with related parties as of December 31, 2013 and 2012: | |||||||
December 31, | |||||||
2013 | 2012 | ||||||
Term loan, principal | $ | 80,544 | $ | 68,665 | |||
Debt discount | -5,031 | -2,129 | |||||
Total long-term debt | $ | 75,513 | $ | 66,536 | |||
Restructuring_Charges
Restructuring Charges | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Restructuring Charges [Abstract] | ' | |||||||||
Restructuring Charges | ' | |||||||||
Note 7 – Restructuring Charges | ||||||||||
The Company has implemented various initiatives to reduce its overall cost structure, including exiting certain facilities and transitioning work to other locations. Costs incurred in connection with these actions include employee separation costs, including severance, benefits and outplacement, and lease termination, cease use and other related facility exit costs | ||||||||||
During the fourth quarter 2013, the Company approved and initiated a restructuring plan designed to reduce operating costs, so it can focus its resources on a restructured business model. On January 13, 2014, the Company continued the execution of this plan by notifying the majority of affected employees or commencing consultation processes with affected employees. The complete execution of the restructuring plan will result in a total workforce reduction of approximately 90 full-time positions, or approximately 16% of the Company’s combined workforce. The notice periods for employees vary by country. Affected employees are eligible to receive severance payments in exchange for a customary release of claims against the Company in those countries where the severance amounts exceed what is required under applicable law. The Company expects the reduction in its workforce to be completed by the end of the second quarter 2014. | ||||||||||
For the year ended December 31, 2013, the Company recorded a charge in the amount of $4.6 million for employee separation costs and other costs related to employee termination benefits. Such charges were recorded as a component of restructuring charges, net in the accompanying consolidated statements of operations and comprehensive loss. Substantially, all of these costs are expected to be cash expenditures. As of December 31, 2013, $4.2 million remained accrued and unpaid for these termination benefits, which are reflected as a component of accrued liabilities in the accompanying consolidated balance sheets. | ||||||||||
For the year ended December 31, 2012, the Company recorded employee separation costs and other costs related to employee termination benefits in the amount of $5.8 million. As of December 31, 2012, $2.5 million, respectively, remained accrued and unpaid for these termination benefits, which are reflected as a component of accrued liabilities in the accompanying consolidated balance sheets. | ||||||||||
In an effort to reduce overall operating expenses, the Company decided it was beneficial to close or consolidate office space at certain locations. In addition, the Company amended its sublease for office space and settled unpaid rent during the third quarter 2013. For the year ended December 31, 2013, the Company recorded a benefit in the amount of $2.3 million related to the reversal of its restructuring accrual for the Parsippany, New Jersey location based on the new sublease which allows for the Company to exit the space within 60 days, with no future liability or penalty, based on new sublease terms. In addition, during the year ended December 31, 2013, the Company recorded a net charge in the amount of $0.3 million for adjustments to its facility related restructuring accruals for Eatontown, New Jersey and Renningen, Germany, which was partially offset by idle space in Milpitas, California, and Needham, Massachusetts. Such credits and charges, net are recorded as a component of restructuring charges in the accompanying consolidated statements of operations and comprehensive loss. | ||||||||||
For the year ended December 31, 2012, the Company incurred expense of $1.2 million in lease and facility exit costs related to the Company’s research and development facilities in Getzville, New York and Renningen, Germany. | ||||||||||
As of December 31, 2013, $0.2 million of lease and facility exit costs were reflected as a component of accrued liabilities and $0.5 million was reflected as a component of other non-current liabilities in the accompanying consolidated balance sheets. As of December 31, 2012, $1.2 million of lease and facility exit costs were reflected as a component of accrued liabilities and $1.9 million was reflected as a component of other non-current liabilities in the accompanying consolidated balance sheets. | ||||||||||
The following table sets forth restructuring activity for the years ended December 31, 2013 and 2012: | ||||||||||
Accrual for Employee Termination/ Severance and Related Costs | Accrual for Facilities Costs | Total | ||||||||
Balance, December 31, 2011 | $ | 1,357 | $ | 2,942 | $ | 4,299 | ||||
Charges to operations, net | 5,847 | 1,183 | 7,030 | |||||||
Payments made during the period | -4,717 | -994 | -5,711 | |||||||
Balance, December 31, 2012 | $ | 2,487 | $ | 3,131 | $ | 5,618 | ||||
Charges to operations, net | 4,602 | 388 | 4,990 | |||||||
Reversal of restructuring accrual related to lease amendment | — | -2,346 | -2,346 | |||||||
Payments made during the period | -2,893 | -459 | -3,352 | |||||||
Balance, December 31, 2013 | $ | 4,196 | $ | 714 | $ | 4,910 | ||||
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||
Stock-Based Compensation [Abstract] | ' | |||||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||||
Note 8 – Stock-Based Compensation | ||||||||||||||||||
Equity Incentive Plans | ||||||||||||||||||
The Company has in effect the 2006 Equity Incentive Plan (“2006 Plan”) under which it may grant incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), and restricted stock units (“RSUs”). Through December 31, 2013, the Company had reserved 2.3 million shares of common stock for issuance under the 2006 Plan. The shares reserved under the 2006 Plan automatically increases on each January 1, beginning in 2006 and continuing through January 1, 2016, by the lesser of 3% of the total number of shares of common stock outstanding as of December 31 of the preceding calendar year, or a number of shares determined by the Board of Directors, but not in excess of 3.0 million shares. | ||||||||||||||||||
Options may be granted for periods of up to ten years and at prices equal to no less than 100% of the fair market value of the underlying common stock on the date of grant. Options granted generally become exercisable over a period of four years, based on continued employment, with 25% of the shares underlying such options vesting one year after the vesting commencement date and with the remaining 75% of the shares underlying such options vesting in equal monthly installments during the following three years. Options generally terminate three months following the end of a grantee’s continuous service to the Company. | ||||||||||||||||||
Generally, RSUs vest over two years in equal installments on the anniversary of the vesting commencement date. Upon vesting, the RSUs will convert into an equivalent number of shares of common stock. The amount of the expense related to RSUs is based on the closing market price of the Company’s common stock on the date of grant and is amortized on a ratable basis over the requisite service period. | ||||||||||||||||||
The following table summarizes stock-based compensation expense by category for the years ended December 31, 2013 and 2012: | ||||||||||||||||||
Years Ended December 31, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Cost of revenue | 153 | $ | 305 | |||||||||||||||
Research and development | 145 | 635 | ||||||||||||||||
Sales and marketing | 401 | 709 | ||||||||||||||||
General and administrative | 1,495 | 840 | ||||||||||||||||
Total stock-based compensation expense | $ | 2,194 | $ | 2,489 | ||||||||||||||
Stock Options | ||||||||||||||||||
The following table sets forth the summary of stock options for the year ended December 31, 2013: | ||||||||||||||||||
Number of Options Outstanding | Weighted Average Exercise Price | Weighted Average Contractual Life (in years) | ||||||||||||||||
Balance, December 31, 2012 | 831,663 | $ | 14.70 | 7.57 | ||||||||||||||
Granted | 2,000 | $ | 1.00 | |||||||||||||||
Exercised | — | |||||||||||||||||
Cancelled and forfeited | -260,848 | $ | 14.69 | |||||||||||||||
Balance, December 31, 2013 | 572,815 | $ | 14.65 | 6.71 | ||||||||||||||
Vested and expected to vest at December 31, 2013 | 561,959 | $ | 14.83 | 6.36 | ||||||||||||||
Exercisable at December 31, 2013 | 348,353 | $ | 20.28 | 5.95 | ||||||||||||||
As of December 31, 2013 and 2012, the weighted-average grant date fair value for stock options outstanding was $10.09 and $10.40, respectively. For the years ended December 31, 2013 and 2012, stock-based compensation related to stock options was $0.7 million and $1.0 million, respectively. The total intrinsic value of options exercised was zero during the years ended December 31, 2013 and 2012. As of December 31, 2013, $0.9 million of total unrecognized compensation expense related to unvested stock options granted to employees and directors is expected to be recognized over a weighted average period of 2.3 years. | ||||||||||||||||||
The following table summarizes stock options outstanding as of December 31, 2013: | ||||||||||||||||||
Options Outstanding | Exercisable Options | |||||||||||||||||
Range of Exercise Price | Number Outstanding | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | |||||||||||||
$ | 1.00 | $ | 3.15 | 14,000 | 8.68 | $ | 2.84 | 4,582 | $ | 2.88 | ||||||||
$ | 5.00 | $ | 5.00 | 306,706 | 6.95 | $ | 5.00 | 135,872 | $ | 5.00 | ||||||||
$ | 5.90 | $ | 5.90 | 70,000 | 7.96 | $ | 5.90 | 35,001 | $ | 5.90 | ||||||||
$ | 8.75 | $ | 25.85 | 31,500 | 5.83 | $ | 21.59 | 24,677 | $ | 20.94 | ||||||||
$ | 31.00 | $ | 31.00 | 120,840 | 4.85 | $ | 31.00 | 118,452 | $ | 31.00 | ||||||||
$ | 32.50 | $ | 121.25 | 23,659 | 2.67 | $ | 41.18 | 23,659 | $ | 41.18 | ||||||||
$ | 153.75 | $ | 153.75 | 600 | 1.52 | $ | 153.75 | 600 | $ | 153.75 | ||||||||
$ | 154.50 | $ | 154.50 | 4,670 | 2.17 | $ | 154.50 | 4,670 | $ | 154.50 | ||||||||
$ | 200.00 | $ | 200.00 | 600 | 3.26 | $ | 200.00 | 600 | $ | 200.00 | ||||||||
$ | 287.50 | $ | 287.50 | 240 | 3.05 | $ | 287.50 | 240 | $ | 287.50 | ||||||||
$ | 1.00 | $ | 287.50 | 572,815 | 348,353 | |||||||||||||
Restricted Stock Awards | ||||||||||||||||||
The following table summarizes restricted stock outstanding as of December 31, 2013: | ||||||||||||||||||
Number of RSUs | Weighted Average Contractual Life (in years) | Weighted Average Grant Date Fair Value | ||||||||||||||||
Balance, December 31, 2012 | 237,612 | 0.97 | 8.03 | |||||||||||||||
Granted | 1,032,096 | 1.95 | ||||||||||||||||
Vested | -365,197 | 5.23 | ||||||||||||||||
Forfeited or expired | -85,481 | 3.73 | ||||||||||||||||
Balance, December 31, 2013 | 819,030 | 0.80 | 2.08 | |||||||||||||||
For the years ended December 31, 2013 and 2012, stock-based compensation related to RSUs was $1.4 million. During the year ended December 31, 2013, the aggregate intrinsic value of vested RSUs was $0.3 million. As of December 31, 2013, $1.2 million of total unrecognized compensation expense related to non-vested RSUs granted to employees and directors is expected to be recognized over a weighted average period of 1.1 years. | ||||||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||||
The Company has the 2006 Employee Stock Purchase Plan as amended (“2006 ESPP”) under which subject to certain limitations, employees may elect to have 1% to 15% of their compensation withheld through payroll deductions to purchase shares of common stock. Employees purchase shares of common stock at a price per share equal to 85% of lesser of the fair market value on the first day of the purchase period or the fair market value on the purchase date at the end of each six-month purchase period. Due to low participation, the Company’s Board of Directors approved cancelling the next offering of the ESPP, which would have begun on November 15, 2013. | ||||||||||||||||||
For the years ended December 31, 2013 and 2012, the total share-based compensation expense related to such purchases amounted to $0.004 million and $0.02 million, respectively. As of December 31, 2013, 59,034 shares have been issued under the 2006 ESPP and 311,178 shares remained available for issuance under the 2006 ESPP. | ||||||||||||||||||
Commitments_And_Contingencies
Commitments And Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies [Abstract] | ' | ||||
Commitments And Contingencies | ' | ||||
Note 9 – Commitments and Contingencies | |||||
Leases | |||||
The Company has several non-cancelable operating leases for facilities that are set to expire over the next 9 years. The leases generally contain renewal options ranging from one to three years and require the Company to pay all executory costs, such as maintenance and insurance. In addition, leases generally contain provisions for annual rent escalations based on fixed amounts or cost of living increases. The difference between the rent due under the stated periods of the leases compared to rent expense on a straight-line basis is recorded as deferred rent. As of December 31, 2013 and 2012, the current portion of deferred rent was $0.03 million and $0.3 million, respectively, and is included in accrued liabilities in the accompanying consolidated balance sheets. As of December 31, 2013 and 2012, the long-term portion of deferred rent was $0.2 million and $0.9 million, respectively, and is included in other long-term liabilities in the accompanying consolidated balances sheets. The minimum rental payments, exclusive of other occupancy charges, under the leases for the Company’s facilities and future lease payments required under other operating leases is as follows: | |||||
Years | Operating Leases | ||||
2014 | $ | 3,915 | |||
2015 | 3,208 | ||||
2016 | 1,483 | ||||
2017 | 951 | ||||
2018 | 902 | ||||
Thereafter | 811 | ||||
$ | 11,270 | ||||
Rent expense for operating leases for the years ended December 31, 2013 and 2012 was $4.4 million and $6.8 million, respectively. Rent expense for the year ended December 31, 2013 was favorably impacted by $1.3 million due to the Settlement Agreement with Intel. See Note 4 for further details. | |||||
On February 20, 2014, the Company entered into a lease agreement for approximately 26,000 square feet of office space in Parsippany, New Jersey. The lease will commence on July 1, 2014 and expire on August 31, 2019. The future minimum lease payments are as follows: 2014 - $0.3 million; 2015 - $0.7 million; 2016 - $0.7 million; 2017 - $0.7 million; 2018 - $0.7 million; and thereafter - $0.3 million. At the signing of the lease, the Company paid a security deposit in the amount of $0.3 million. | |||||
Office of the Chief Scientist Grants | |||||
The Company’s research and development efforts in Israel have been partially financed through grants from that country’s Office of the Chief Scientist of the Israeli Ministry of Industry, trade and Labor (“OCS”). In return for the OCS’s participation, the Company’s Israeli subsidiary is committed to pay royalties to the Israeli Government at the rate of approximately 3.5% of sales of products in which the Israeli Government has participated in financing the research and development, up to the amounts granted plus interest. | |||||
Royalties payable to the OCS are recorded as sales are recognized and the associated royalty becomes due and are classified as cost of revenues. For the years ended December 31, 2013 and 2012, royalty expenses relating to OCS grants were $0.9 million and $0.8 million, respectively. As of December 31, 2013 and 2012, the royalty payable amounted to $1.2 million and $1.0 million, respectively. The maximum amount of the contingent liability under these grants potentially due to the Israeli Government (excluding interest) was $16.7 million and $16.9 million as of December 31, 2013 and 2012, respectively. | |||||
Indemnification Obligations | |||||
Agreements between the Company and its customers under which its customers purchase or license products generally have indemnification provisions under which the Company selling or licensing the products is obliged to defend third party claims against the customer arising as a result of the Company’s products infringing or misappropriating third party intellectual property rights. Depending on the customer and the nature of the agreement, these claims may or may not have a monetary limitation and generally the Company would not cover indirect, special or punitive damages. These clauses are always contingent on the Company selling or licensing the products being allowed to have full authority to defend or settle the claim with the customer’s assistance and subject to industry standard carve-outs such as the Company not being responsible for infringement arising as a result of the Company’s products being combined with third party technology or arising as a result of the Company or a third parties modification of the Company product concerned. In some agreements, the Company selling or licensing the product to the customer has accepted indemnification obligations related to damages caused by the Company’s product or employees which result in death or personal injury or damages as to property. Generally when these provisions are included they are reciprocal and subject to various limitations and carve-outs. The Company has received no indemnification claims in any of the years included in these accompanying consolidated financial statements, and the Company has no current expectation of significant claims related to existing contractual indemnification obligations. | |||||
The Company enters into agreements in the ordinary course of business with, among others, customers, systems integrators, resellers, service providers, lessors, sub-contractor, sales representatives, and parties to other transactions with the Company, with respect to certain matters. Most of these agreements require the Company to indemnify the other party against third party claims alleging that its product infringes a patent or copyright. Certain of these agreements require the Company to indemnify the other party against losses arising from: a breach of representations or covenants, claims relating to property damage, personal injury or acts or omissions of the Company, its employees, agents, or representatives. In addition, from time to time the Company has made certain guarantees regarding the performance of its products to its customers. | |||||
The duration and scope of these indemnities, commitments, and guarantees varies, and in certain cases, is indefinite. | |||||
Guarantees | |||||
From time to time, customers require the Company to issue bank guarantees for stated monetary amounts that expire upon achievement of certain agreed objectives, typically customer acceptance of the product, completion of installation and commissioning services, or expiration of the term of the product warranty or maintenance period. Restricted cash represents the collateral securing these guarantee arrangements with banks. | |||||
As of December 31, 2013 and 2012, the maximum potential amount of future payments the Company could be required to make under the guarantees, amounted to $1.2 million and $0.9 million, respectively. The guarantee term generally varies from three months to thirty years. The guarantees are usually provided for approximately 10% of the contract value. | |||||
Purchase Commitments | |||||
The Company purchases raw material and components for its I-Gate 4000® line of media gateways, under binding purchase orders for each product covered by a product forecast. In addition to the inventory purchased, as of December 31, 2013 and 2012, the Company had open purchase commitments totaling $1.0 million. There were no other purchase commitments as of December 31, 2013 and 2012. | |||||
Litigation | |||||
From time to time, the Company is engaged in various legal proceedings incidental to its normal business activity. Our management believes that any losses arising from such lawsuits are remote, but that litigation is inherently uncertain and there is the potential for a material adverse effect on our financial statements if one or more matters are resolved in a particular period in an amount in excess of that anticipated by management. Legal costs are expensed as incurred. | |||||
SEC Investigation | |||||
On March 28, 2011, the Company received a letter from the SEC informing the Company that the SEC was conducting an informal inquiry (“SEC Informal Inquiry”), and requesting that the Company preserve certain categories of records in connection with the SEC Informal Inquiry. In a follow up discussion with the SEC on March 30, 2011, the SEC informed the Company that the inquiry related to allegations of improper revenue recognition and potential violations of the Foreign Corrupt Practices Act of 1977, as amended, by former Veraz Networks Inc. business during periods prior to completion of the Company’s business combination with Dialogic Corporation. The Company’s Board of Directors (the “Board”), appointed a committee to review these issues, with the aid of counsel, and to make recommendations to the Board as to what, if any, remedial actions would be appropriate. The committee engaged Sheppard Mullin Richter & Hampton LLP (“Sheppard Mullin”), as outside counsel to the committee. The Board has taken the remedial actions recommended by Sheppard Mullin and the committee and the Company has updated and improved its compliance procedures. In addition, the Company produced documents to the Department of Justice (“DOJ”), relating to the SEC Informal Inquiry. Sheppard Mullin subsequently became counsel to the Company on this matter. The Company continues to fully cooperate with the SEC and DOJ in connection with the SEC Informal Inquiry. At the current time, the Company cannot determine the probability of or quantify the amount of any fines or penalties associated with the SEC matters discussed above. Based on information currently available to the Company, it believes that any of the allegations, even if true, would not have a material adverse effect on the accompanying consolidated financial statements. | |||||
Segment_And_Geographic_Informa
Segment And Geographic Information | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Segment And Geographic Information [Abstract] | ' | ||||||
Segment And Geographic Information | ' | ||||||
Note 10 – Segment and Geographic Information | |||||||
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company is required to disclose certain information regarding operating segments, products and services, geographic areas of operation and major customers. The Company’s chief operating decision maker is the Company’s Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis, accompanied by information about revenue by geographic region for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Accordingly, the Company is considered to be in a single reporting segment and operating unit structure. Revenue by geographic area is based on the billing address of the customer. | |||||||
The following tables set forth revenue and long-lived assets, net by geographic area: | |||||||
Years Ended December 31, | |||||||
Revenue: | 2013 | 2012 | |||||
Americas | $ | 61,305 | $ | 72,432 | |||
Europe, Middle East and Africa | 45,823 | 51,842 | |||||
Asia Pacific | 24,953 | 35,805 | |||||
Total revenue | $ | 132,081 | $ | 160,079 | |||
December 31, | |||||||
Long-lived assets, net | 2013 | 2012 | |||||
Americas: | |||||||
United States | $ | 11,870 | $ | 32,594 | |||
Canada | 9,326 | 28,063 | |||||
Other foreign countries | 1,148 | 1,633 | |||||
Total long-lived assets, net | $ | 22,344 | $ | 62,290 | |||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
Note 11 – Income Taxes | |||||||||||||
The components of the Company’s loss before income taxes for the years ended December 31, 2013 and 2012 were as follows: | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
United States | $ | -26,422 | $ | -17,400 | |||||||||
Foreign | -25,739 | -20,005 | |||||||||||
Loss before income taxes | $ | -52,161 | $ | -37,405 | |||||||||
The Company’s provision for income taxes for the years ended December 31, 2013 and 2012 was as follows: | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Loss before provision for income taxes | $ | -52,161 | $ | -37,405 | |||||||||
Combined statutory taxes at 34% | 34.00 | % | 34.00 | % | |||||||||
Adjustments for: | |||||||||||||
Reserves for uncertain tax positions | -1 | % | -0.34 | % | |||||||||
Research and tax credits | -0.1 | % | 1.42 | % | |||||||||
State and local taxes | -0.16 | % | -0.13 | % | |||||||||
Difference in tax rates | -1.42 | % | -0.32 | % | |||||||||
Stock-based compensation expense | -0.65 | % | -0.64 | % | |||||||||
Non-deductible expenses | -0.7 | % | -3.39 | % | |||||||||
Change in valuation allowance | -17.98 | % | -28.61 | % | |||||||||
Currency conversion | -0.05 | % | -1.92 | % | |||||||||
Foreign income taxed locally | -0.4 | % | -0.36 | % | |||||||||
Impairment of goodwill | -14.94 | % | - | % | |||||||||
Other | - | % | -0.28 | % | |||||||||
-3.4 | % | -0.57 | % | ||||||||||
As described above in Note 2, the Company recorded an impairment of goodwill. Accordingly, the impact to the effective tax rate of (14.94)% is presented in the above table labeled as “Impairment of goodwill.” | |||||||||||||
The Company’s provision for income taxes for the years ended December 31, 2013 and 2012 is comprised of the following: | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Current income tax provision (benefit): | |||||||||||||
U.S. Federal | $ | 785 | $ | -404 | |||||||||
U.S. State | 91 | 42 | |||||||||||
Foreign | 2 | 897 | |||||||||||
$ | 878 | $ | 535 | ||||||||||
Deferred income tax provision (benefit): | |||||||||||||
U.S. Federal | $ | 24 | $ | - | |||||||||
U.S. State | 27 | - | |||||||||||
Foreign | 845 | -322 | |||||||||||
896 | -322 | ||||||||||||
$ | 1,774 | $ | 213 | ||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2013 and 2012 were as follows: | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Loss carry-forwards | $ | 90,307 | $ | 84,225 | |||||||||
Deferred revenue | 1,542 | 1,032 | |||||||||||
Tax credits | 20,517 | 18,105 | |||||||||||
Research and development | 1,762 | 2,256 | |||||||||||
Accrued expenses and reserves | 12,233 | 9,650 | |||||||||||
Fixed assets and amortization | 9,670 | 6,204 | |||||||||||
Inventory | 2,007 | 2,890 | |||||||||||
Other | - | 105 | |||||||||||
Total deferred tax assets | 138,038 | 124,467 | |||||||||||
Less: valuation allowance | -135,510 | -123,556 | |||||||||||
Net deferred tax assets | 2,528 | 911 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Other liabilities | -2,513 | -5 | |||||||||||
Total deferred tax liabilities | -2,513 | -5 | |||||||||||
Net deferred tax assets and liabilities | $ | 15 | $ | 906 | |||||||||
Presented as: | |||||||||||||
Current | $ | - | $ | - | |||||||||
Long-Term | 15 | 906 | |||||||||||
Total | $ | 15 | $ | 906 | |||||||||
The components of the Company’s net deferred tax asset as of December 31, 2012 have been reclassified to conform to the 2013 presentation. | |||||||||||||
A valuation allowance is provided to the extent recoverability of the deferred tax asset, or the timing of such recovery, is not “more likely than not”. The need for a valuation allowance is continually reviewed by management. The utilization of tax attributes by the Company is dependent on the generation of taxable income in the principal jurisdictions in which it operates and/or has tax planning strategies. As required, the Company has evaluated and weighted the positive and negative evidence present at each period. In arriving at its conclusion the Company has given significant weight to the history of pretax losses. If circumstances change and management believes a larger or smaller deferred tax asset is justified, the reduction (increase) of the valuation allowance will result in an income tax benefit or (expense). | |||||||||||||
As of December 31, 2013, the Company had U.S. federal, state and foreign net operating loss carry forwards of approximately $116.0 million, $322.0 million and $190.0 million, respectively. These U.S. federal, state and foreign net operating loss carryforwards expire in varying amounts from 2022 to 2032, 2013 to 2032 and 2013 to indefinite, respectively. Foreign losses are primarily related to operations in Canada, Ireland and Israel. | |||||||||||||
As of December 31, 2013, an evaluation was performed to determine if the net operating losses related to the Company’s French subsidiary required a valuation allowance. Based on the fact that such subsidiary has had a cumulative 3 year pre-tax loss, a full valuation was applied to its deferred tax asset balance. The remaining deferred tax asset as of December 31, 2013 represents net deferred tax assets in jurisdictions that are in a 3-year cumulative income position; therefore no valuation allowance is provided. | |||||||||||||
As of December 31, 2013, the Company had U.S. federal, state and foreign tax credits of approximately $3.4 million, $4.1 million and $14.5 million, respectively. The tax credits primarily relate to research tax credits and investment tax credits. The U.S. federal, state and foreign tax credits expire in varying amounts from 2022 to 2026, 2018 to 2027, and 2018 to indefinite, respectively. | |||||||||||||
Utilization of the Company’s U.S. net operating loss carry forwards and tax credits are subject to annual limitation due to the ownership change limitations provided by the Internal Revenue Code (Section 382). The Company has determined that an ownership change occurred during 2012. | |||||||||||||
Unrecognized tax benefits represent uncertain tax positions for which reserve have been established. As of December 31, 2013 and 2012, the total liability for unrecognized tax benefits was $2.7 million and $2.6 million, respectively, of which all would impact the annual effective rate, if realized, consistent with the principles of ASC No. 805. Each year the statute of limitations for income tax return filed in various jurisdictions closes, sometimes without adjustments. During the year ended December 31, 2013, the unrecognized tax benefits were reduced by $0.6 million as a result of expiration of statute of limitations in several jurisdictions, as well as cash settlements. This was offset in part by the establishment of reserves of $0.7 million for various matters in different jurisdictions. | |||||||||||||
The aggregate change in the gross consolidated liability for uncertain tax positions, inclusive of interest and penalties, is as follows: | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Beginning balance | $ | 2,605 | $ | 2,516 | |||||||||
Increases based upon tax positions related to the current year | 361 | 1,654 | |||||||||||
Increases based upon tax positions in prior years | 342 | 35 | |||||||||||
Decreases for tax positions of prior years | -586 | -1,600 | |||||||||||
$ | 2,722 | $ | 2,605 | ||||||||||
The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense in the accompanying consolidated statements of operation and comprehensive loss. As of December 31, 2013 and 2012, the reserve for uncertain tax positions included interest and penalties of $0.9 million and $1.1 million, respectively. Interest and penalty expense, net was $0.3 million and $0.5 million for the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013 and 2012, the Company classified the liability in the amount of $2.6 million and $2.3 million, respectively, as long term and $0.1 million and $0.3 million, respectively, as short term. The Company anticipates that during the next twelve months the total liability for unrecognized tax benefits may change by $0.1 million due to the expiration of different tax statutes or tax settlements. Any reduction due to expiring statutes would impact the Company’s effective tax rate. | |||||||||||||
The Company files U.S. federal income tax returns as well as income tax returns in various states and foreign jurisdictions. Additionally, any net operating losses and credits that were generated in prior years may also be subject to examination by the IRS, in the tax year the net operating loss and credits are utilized. In addition, the Company may be subject to examination in foreign jurisdictions for the years from 2004 through 2012. | |||||||||||||
Taxes on income earned by the Company’s subsidiaries in various countries have been accrued and are being paid in accordance with the laws of each country. Deferred income taxes are not provided on undistributed earnings of $47.7 million from certain foreign subsidiaries as of December 31, 2013. Such unremitted earnings are to be indefinitely reinvested outside the United States. At this time, the Company has deemed it impracticable to determine the amount of any tax payable if these amounts were repatriated. Determination of the liability is largely dependent on circumstances under which the remittance occurs. | |||||||||||||
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2013 | |
Employee Benefit Plans [Abstract] | ' |
Employee Benefit Plans | ' |
Note 12 – Employee Benefit Plans | |
The Company has a 401(k) plan covering all eligible employees. The Company is not required to contribute to the plan and had made no contributions for the years ended December 31, 2013 or 2012. | |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary Of Significant Accounting Policies [Abstract] | ' | ||||||||||||
Basis Of Presentation | ' | ||||||||||||
Basis of Presentation | |||||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. | |||||||||||||
On September 14, 2012, the Company effected a reverse split of its common stock pursuant to which each five shares of common stock outstanding became one share of common stock. All references to shares in the accompanying consolidated financial statements and the notes, including but not limited to the number of shares and per share amounts, unless otherwise noted, have been adjusted to reflect the reverse stock split retroactively for all periods presented. Previously awarded options, restricted stock units and warrants to purchase shares of the Company’s common stock have been also retroactively adjusted to reflect the reverse stock split. | |||||||||||||
Risks And Uncertainties | ' | ||||||||||||
Risks and Uncertainties | |||||||||||||
The Company has experienced significant losses in the past and has not sustained quarter over quarter profits. The Company is also highly leveraged, with $12.1 million in current bank indebtedness and $75.5 million in long-term debt, net of discount as of December 31, 2013. Both debt instruments expire on March 31, 2015. During 2012, the Company and certain of its subsidiaries entered into and subsequently amended the Third Amended and Restated Credit Agreement, dated as of March 22, 2012 (the “Term Loan Agreement”) with Obsidian, LLC, as agent, and Special Value Expansion Fund, LLC, Special Value Opportunities Fund, LLC, and Tennenbaum Opportunities Partners V, LP, as lenders (collectively the “Term Lenders”), which among other things, reduced the stated interest rate to 10% from 15%, revised the financial covenants and provided for additional borrowings. | |||||||||||||
On February 7, 2013, the Company and certain of its subsidiaries entered into a Third Amendment to the Term Loan Agreement (the “Third Amendment”), in which the Term Lenders provided additional borrowings of $4.0 million, in exchange for 1,442,172 shares of common stock pursuant to a Subscription Agreement (the “Subscription Agreement”). Further, the minimum Adjusted EBITDA financial covenant was amended and its application was postponed until the fiscal quarter ending March 31, 2014 and the other financial covenants, including the minimum liquidity covenant, are no longer applicable under the Term Loan Agreement. Additionally, the definition of Maturity Date in the Term Loan Agreement was also amended to provide that it shall be extended to March 31, 2016 upon the earlier to occur of (i) the receipt by the Company of Net Equity Proceeds (as defined in the Term Loan Agreement) in an aggregate amount of at least $5.0 million or (ii) a Change in Control (as defined in the Term Loan Agreement). The 2012 and 2013 Term Loan Agreement amendments were determined to be troubled debt restructurings and were taken to improve the Company’s liquidity, leverage and future operating cash flow. | |||||||||||||
On March 28, 2014, the Company entered into a Fourth Amendment to the Term Loan Agreement (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the minimum Adjusted EBITDA financial covenant in the Term Loan Agreement is no longer applicable. | |||||||||||||
On March 28, 2014, the Company entered into a Twenty-Second Amendment to the Revolving Credit Agreement (“Revolving Credit Agreement”) (the “Twenty-Second Amendment”). Pursuant to the Twenty-Second Amendment, the Revolving Credit Agreement was amended to change the minimum Adjusted EBITDA financial covenant and postpone its application until the twelve-month period ending on March 31, 2015. The Twenty-Second Amendment also provides that the minimum Adjusted EBITDA will not be tested for the periods ending on March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014. Under the Twenty-Second Amendment, the minimum Adjusted EBITDA remains set at $6.0 million and will be increased by 80% of pro forma adjustment to Adjusted EBITDA (as set forth in the definition thereof for any applicable Reference Period) concurrently with the closing of each Permitted Acquisition (as defined in the Revolving Credit Agreement). The Revolving Credit Agreement was also amended to increase the “Availability Block” to $1.4 million, increasing by an additional $100,000 on April 1, 2014 and on the first day of each fiscal quarter thereafter. The Company may not be able to maintain as high of a borrowing base under the Revolving Credit Agreement due to the increase in the Availability Block. Also, if the Company’s revenue continues to decline and the corresponding accounts receivable balance declines, this would also reduce the available borrowing base under the Revolving Credit Agreement. | |||||||||||||
As described above, the maturity date for both of the Company’s debt agreements is March 31, 2015. On March 31, 2014, the Company may be required to reclassify its long-term debt under the Term Loan Agreement to current on its consolidated balance sheet if the Term Loan Agreement has not been extended as of that date. The Company has not yet executed any extensions on either of the debt agreements and does not anticipate having sufficient cash and cash equivalents to repay the debt at the maturity of these agreements on March 31, 2015, or if the maturity dates were accelerated. | |||||||||||||
The Company would be forced to restructure these agreements and/or seek alternative sources of financing. There can be no assurances that restructuring of the debt or alternative financing will be available on acceptable terms or at all. In the event of an acceleration of the Company’s obligations under the Revolving Credit Agreement or Term Loan Agreement prior to their maturity or if the agreements are not extended or otherwise restructured as of March 31, 2015 and the Company fails to pay the amounts that would then become due, the Revolving Credit Lender and Term Lenders could seek to foreclose on the Company’s assets, as a result of which the Company would likely need to seek protection under the provisions of the U.S. Bankruptcy Code and/or its affiliates might be required to seek protection under the provisions of applicable bankruptcy codes. In that event, the Company could seek to reorganize its business or the Company or a trustee appointed by the court could be required to liquidate its assets. In either of these events, whether the stockholders receive any value for their shares is highly uncertain. If the Company needed to liquidate its assets, the Company might realize significantly less from them than the value that could be obtained in a transaction outside of a bankruptcy proceeding. The funds resulting from the liquidation of its assets would be used first to pay off the debt owed to secured creditors, including the Term Lenders and the Revolving Credit Lender, followed by any unsecured creditors, before any funds would be available to pay its stockholders. If the Company is required to liquidate under the federal bankruptcy laws, it is unlikely that stockholders would receive any value for their shares. | |||||||||||||
In order for the Company to meet the debt repayment requirements under the Term Loan Agreement and the Revolving Credit Agreement, the Company will need to raise additional capital by refinancing its debt, raising equity capital or selling assets. Uncertainty in future credit markets may negatively impact the Company’s ability to access debt financing or to refinance existing indebtedness in the future on favorable terms, or at all. If additional capital is raised through the issuance of debt securities or other debt financing, the terms of such debt may include different financial covenants, restrictions and financial ratios other than what the Company currently operates under. Any equity financing transaction could result in additional dilution to the Company’s existing stockholders. | |||||||||||||
Based on the Company’s current plans and business conditions, including the restructuring actions that were taken at the end of 2013 which will result in a workforce reduction of approximately 90 full-time employees and expected cost savings in 2014, as well as additional cost-cutting measures that the Company expects to employ during 2014, it believes that its existing cash and cash equivalents, expected cash generated from operations and available credit facilities will be sufficient to satisfy its anticipated cash requirements through the end of 2014. Accordingly, the accompanying consolidated financial statements have been prepared on a going concern basis. | |||||||||||||
Reclassifications | ' | ||||||||||||
Reclassifications | |||||||||||||
Certain amounts in the accompanying 2012 consolidated financial statements have been reclassified to conform to the current period presentation. | |||||||||||||
Cash Equivalents And Restricted Cash | ' | ||||||||||||
Cash Equivalents and Restricted Cash | |||||||||||||
The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash represents collateral securing guarantee arrangements with banks. The amounts expire upon achievement of certain agreed objectives, typically customer acceptance of the product, completion of installation and commissioning services, or expiration of the term of the product warranty or maintenance period. | |||||||||||||
Fair Value Measurements | ' | ||||||||||||
Fair Value Measurements | |||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The inputs used to measure fair value are as follows: | |||||||||||||
Level 1: | Unadjusted quoted prices in active markets for identical assets or liabilities | ||||||||||||
Level 2: | Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the assets or liabilities | ||||||||||||
Level 3: | Unobservable inputs for the asset or liability | ||||||||||||
The carrying amounts of cash, cash equivalents, restricted cash, accounts receivable, bank indebtedness, accounts payable, and accrued liabilities approximate fair value because of their generally short maturities. For cash equivalents, the estimated fair values are based on market prices. The fair value of the Revolving Credit Agreement approximates the carrying amount since interest is based on market based variable rates. The fair value of the Company’s long-term debt is estimated by discounting the future cash flows for such instruments at rates on similar debt instruments of comparable maturities. | |||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | |||||||||||||
The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period. The following table sets forth the Company’s financial liabilities that were measured at fair value on a recurring basis as of December 31, 2013 and 2012: | |||||||||||||
31-Dec-13 | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||
Liabilities: | |||||||||||||
Warrants | $ | 163 | $ | — | $ | 163 | $ | — | |||||
31-Dec-12 | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||
Liabilities: | |||||||||||||
Warrants | $ | 1,985 | $ | — | $ | 1,985 | $ | — | |||||
The Company measured its warrants at fair value on a recurring basis and has determined that these financial liabilities are classified as level 2 instruments in the fair value hierarchy. The following table sets forth the Company’s warrant liability that was measured at fair value as of December 31, 2013 and 2012 using the Black-Scholes method of valuation using the following assumptions. | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Expected Term | 3.25 years | 4.25 years | |||||||||||
Volatility | 94 | % | 90 | % | |||||||||
Dividend Yield | — | % | — | % | |||||||||
Risk-Free Interest Rate | 1.75 | % | 0.72 | % | |||||||||
Concentrations And Credit risk | ' | ||||||||||||
Concentrations and Credit Risk | |||||||||||||
Credit risk results from the possibility that a loss may occur from the failure of another party to perform according to the terms of the contract. Financial instruments that are exposed to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained with several financial institutions. Deposits held with financial institutions may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and therefore bear minimal risk. To manage accounts receivable risk, the Company evaluates the creditworthiness of its customers and maintains an allowance for doubtful accounts. | |||||||||||||
No customers accounted for over 10% of the Company’s revenue for the years ended December 31, 2013 and 2012. No customer accounted for more than 10% of accounts receivable as of December 31, 2013 and 2012. | |||||||||||||
As of December 31, 2013 and 2012, accounts receivable aggregating approximately $22.3 million and $21.2 million were insured for credit risk, which are amounts that represent total insured accounts receivable less an average co-insurance amount of 10%, subject to the terms of the insurance agreement. Under the terms of the insurance agreement, the Company is required to pay a premium equal to 0.13% of consolidated revenue. | |||||||||||||
Accounts Receivable And Allowance For Doubtful Accounts | ' | ||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||||
Accounts receivable consist of amounts due from normal business activities. The Company maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. The Company estimates uncollectible amounts based upon historical bad debts, evaluation of current customer receivable balances, age of customer receivable balances, the customer’s financial condition and current economic trends. The Company reviews its allowance for doubtful accounts on a regular basis. Account balances are charged off against the allowance after all means of collection has been made and the potential for recovery is considered remote. Historically, the allowance for doubtful accounts has been adequate to cover the actual losses from uncollectible accounts. | |||||||||||||
The following table sets forth the change in the allowance for doubtful account for the years ended December 31, 2013 and 2012: | |||||||||||||
Beginning Balance | Provision | Write-offs | Ending Balance | ||||||||||
Year ended December 31, 2013 | $ | 1,217 | $ | 2,775 | $ | -973 | $ | 3,019 | |||||
Year ended December 31, 2012 | $ | 3,622 | $ | 975 | $ | -3,380 | $ | 1,217 | |||||
Inventory | ' | ||||||||||||
Inventory | |||||||||||||
Inventory is stated at the lower of cost, determined on a first in, first out basis, or market, and consists primarily of raw materials and components; work in process and finished products. The following table sets forth the components of inventory as of December 31, 2013 and 2012: | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Raw materials and components | $ | 2,332 | $ | 3,580 | |||||||||
Work in process | 457 | 1,031 | |||||||||||
Finished products | 3,010 | 4,263 | |||||||||||
Total inventory | $ | 5,799 | $ | 8,874 | |||||||||
The Company provides for inventory losses based on obsolescence and levels in excess of forecasted demand. In assessing the net realizable value of inventory, the Company is required to make judgments as to future demand requirements and compare these with the current or committed inventory levels. During the years ended December 31, 2013 and 2012, the Company recorded a charge of $0.4 million and $5.3 million, respectively, for the write-down of excess and obsolete inventory and capitalized overhead, which was recorded as a component of cost of product revenue in the accompanying consolidated statements of operations and comprehensive loss. | |||||||||||||
Title and risk of loss of inventory generally transfer to the customer when the product is shipped. However, when certain revenue arrangements require evidence of customer acceptance where the services have been identified as critical to the functionality, the Company classifies the delivered product as inventory in the accompanying consolidated financial statements. The revenue associated with such delivered product is deferred as a result of not meeting the revenue recognition criteria (see further discussion below). | |||||||||||||
During the period between product shipment and acceptance, the Company will recognize all labor-related expenses as incurred, but defers the cost of the related equipment and classifies such deferred costs as “work in process” a component of inventory in the accompanying consolidated financial statements. These deferred costs are then expensed in the same period that the deferred revenue is recognized as revenue (generally upon customer acceptance or in the case of contingent revenue provisions, when amounts are no longer contingent). In arrangements for which revenue recognition is limited to amounts due and payable because of extended payment terms, all related inventory costs are expensed at the date of customer acceptance. | |||||||||||||
Property And Equipment | ' | ||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives, which are as follows: | |||||||||||||
Asset Classification | Estimated Useful Life | ||||||||||||
Computer equipment and software | 3 years | ||||||||||||
Furniture and fixtures | 3 years | ||||||||||||
Machinery and equipment | 5 years | ||||||||||||
ERP systems | 10 years | ||||||||||||
Leasehold improvements | Shorter of asset's useful life or remaining life of lease | ||||||||||||
Upon retirement or disposal, the cost of the asset disposed and the related accumulated depreciation are removed from the accounts, and any gain or loss is reflected as a component of general and administrative expenses in the accompanying consolidated financial statements. Expenditures for repairs and maintenance are expensed as incurred. | |||||||||||||
The following table sets forth the components of property and equipment, net as of December 31, 2013 and 2012: | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Computer equipment and software | $ | 40,502 | $ | 40,025 | |||||||||
Furniture and fixtures | 3,352 | 3,355 | |||||||||||
Machinery and equipment | 13,076 | 13,077 | |||||||||||
Leasehold improvements | 4,593 | 4,278 | |||||||||||
61,523 | 60,735 | ||||||||||||
Less: accumulated depreciation | -57,748 | -54,757 | |||||||||||
Total property and equipment, net | $ | 3,775 | $ | 5,978 | |||||||||
Depreciation expense was $3.3 million and $3.2 million for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||
Impairment Of Long-Lived Assets | ' | ||||||||||||
2014 | $ | 5,040 | |||||||||||
2015 | 2,866 | ||||||||||||
2016 | 427 | ||||||||||||
2017 | 427 | ||||||||||||
2018 and thereafter | 427 | ||||||||||||
Total | $ | 9,187 | |||||||||||
Impairment of Long-Lived Assets | |||||||||||||
The Company conducts assessments of the recoverability of long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based upon the ability to recover the cost of the asset from the expected future undiscounted cash flows of related operations. In the event undiscounted cash flow projections indicate impairment, the Company would go to step two and record an impairment charge based on the fair value of the assets at the date of the impairment. During the three months ended December 31, 2013, the Company performed an assessment of recoverability for its long-lived assets based on the potential goodwill impairment and continued decline in its stock price. Based on the results of the step one impairment test, the undiscounted cash flows of the asset group (which was determined to be the reporting unit) was greater than the carrying value, therefore no step two test was required. | |||||||||||||
Goodwill And Intangible Assets | ' | ||||||||||||
Goodwill and Intangible Assets | |||||||||||||
Goodwill represents costs in excess of the fair value of net tangible and identifiable net intangible assets acquired in business combinations. The Company is required to perform a test for impairment of goodwill and indefinite-lived intangible assets on an annual basis or more frequently if impairment indicators arise during the year. The Company performs its annual test on December 31 each fiscal year. For purposes of the annual test, the Company has determined that it has one reporting unit, Dialogic Inc., which is the consolidated entity. | |||||||||||||
The impairment test for goodwill involves a two-step approach. Under the first step, the Company determines the fair value of the reporting unit to which goodwill has been assigned and then compares the fair value to the unit’s carrying value, including goodwill. Fair value is determined utilizing a combination of a discounted cash flow approach, based on management’s best estimate of the highest and best use of future revenues and operating expenses, discounted at an appropriate market participant risk adjusted rate and a market approach. For the 2013 annual impairment test, the Company used a weighted approach of both discounted cash flows and market approach. If the fair value exceeds the carrying value, no impairment loss is recognized. If the carrying value exceeds the fair value, the goodwill of the reporting unit is considered potentially impaired and the second step is performed to measure the impairment loss. | |||||||||||||
Under the second step, the implied fair value of goodwill is calculated by deducting the fair value of all tangible and intangible net assets, including any unrecognized intangible assets, of the reporting unit from the fair value of the unit as determined in the first step. The implied fair value of goodwill is then compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, the Company recognizes an impairment loss equal to the difference. | |||||||||||||
The Company maintains certain indefinite-lived assets, trade names, which are subject to annual impairment tests. The Company estimated fair value of its indefinite-lived asset using the relief from royalty method. As part of the annual impairment test, it was determined that the fair value of the Dialogic Inc. trade name was $8.9 million less than its carrying value, and as a result, the Company wrote down its indefinite-lived assets to $1.1 million. | |||||||||||||
As of December 31, 2013, the Company performed its annual impairment test. The Company performed the step one impairment test on its reporting unit and the estimated fair value was below the carrying value. Therefore, the Company performed a step two impairment test. Based on the results of the step two impairment test, the Company wrote down the value of goodwill related to the reporting unit. The total amount of the impairment charge during the year ended December 31, 2013 was $31.8 million, of which $22.9 million related to goodwill and $8.9 million related to indefinite-lived intangible assets. | |||||||||||||
The following table sets forth the changes in the carrying amount of goodwill during the years ended December 31, 2013 and 2012: | |||||||||||||
Balance as of December 31, 2012 and 2011 | $ | 31,223 | |||||||||||
Impairment of goodwill | -22,941 | ||||||||||||
Balance as of December 31, 2013 | $ | 8,282 | |||||||||||
The following table sets forth the changes in the carrying amount of intangible assets during the year ended December 31, 2013: | |||||||||||||
Balance as of December 31, 2012 | $ | 25,089 | |||||||||||
Amortization of intangible assets | -5,902 | ||||||||||||
Impairment of indefinite-lived assets | -8,900 | ||||||||||||
Balance as of December 31, 2013 | $ | 10,287 | |||||||||||
The following sets forth a summary of intangible assets as of December 31, 2013 and 2012: | |||||||||||||
31-Dec-13 | |||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||
Indefinite-lived intangibles: | |||||||||||||
Trade names | $ | 1,100 | $ | — | $ | 1,100 | |||||||
Finite-lived intangibles: | |||||||||||||
Technology | 55,949 | -50,144 | 5,805 | ||||||||||
Customer relationships | 38,312 | -34,974 | 3,338 | ||||||||||
Software licenses | 3,489 | -3,489 | — | ||||||||||
Patents | 1,137 | -1,093 | 44 | ||||||||||
$ | 99,987 | $ | -89,700 | $ | 10,287 | ||||||||
31-Dec-12 | |||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||
Indefinite-lived intangibles: | |||||||||||||
Trade names | $ | 10,000 | $ | — | $ | 10,000 | |||||||
Finite-lived intangibles: | |||||||||||||
Technology | 55,949 | -45,792 | 10,157 | ||||||||||
Customer relationships | 38,312 | -33,525 | 4,787 | ||||||||||
Software licenses | 3,489 | -3,486 | 3 | ||||||||||
Patents | 1,317 | -1,175 | 142 | ||||||||||
$ | 109,067 | $ | -83,978 | $ | 25,089 | ||||||||
During the year ended December 31, 2012, the Company recorded additional amortization expense of $0.5 million for a change in useful lives of technology assets, which was recorded as a component of cost of product revenue in the accompanying consolidated statement of operations and comprehensive loss. The Company wrote-off the gross intangible asset in the amount of $2.3 million and accumulated amortization in the amount of $2.3 million. During the year ended December 31, 2013, there were no changes to the useful lives of intangible assets. | |||||||||||||
On October 11, 2013, the Company sold three U.S. patents for approximately $0.2 million. Such patents were fully amortized as of the date of the sale. | |||||||||||||
Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which range in term from one to six years. For the years ended December 31, 2013 and 2012, amortization expense related to intangible assets was $5.9 million and $8.3 million, respectively. The following table sets forth estimated amortization expense for intangible assets subject to amortization for each of the next five years ending December 31 and thereafter. | |||||||||||||
2014 | $ | 5,040 | |||||||||||
2015 | 2,866 | ||||||||||||
2016 | 427 | ||||||||||||
2017 | 427 | ||||||||||||
2018 and thereafter | 427 | ||||||||||||
Total | $ | 9,187 | |||||||||||
Revenue Recognition | ' | ||||||||||||
2014 | $ | 5,040 | |||||||||||
2015 | 2,866 | ||||||||||||
2016 | 427 | ||||||||||||
2017 | 427 | ||||||||||||
2018 and thereafter | 427 | ||||||||||||
Total | $ | 9,187 | |||||||||||
Impairment of Long-Lived Assets | |||||||||||||
The Company conducts assessments of the recoverability of long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based upon the ability to recover the cost of the asset from the expected future undiscounted cash flows of related operations. In the event undiscounted cash flow projections indicate impairment, the Company would go to step two and record an impairment charge based on the fair value of the assets at the date of the impairment. During the three months ended December 31, 2013, the Company performed an assessment of recoverability for its long-lived assets based on the potential goodwill impairment and continued decline in its stock price. Based on the results of the step one impairment test, the undiscounted cash flows of the asset group (which was determined to be the reporting unit) was greater than the carrying value, therefore no step two test was required. | |||||||||||||
Revenue Recognition | |||||||||||||
The Company derives substantially all of its revenue from the sale of hardware/ software, licensing of software and professional services. The Company’s products are sold directly through its own sales force and independently through distribution partners. | |||||||||||||
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred and, if applicable, acceptance is received, the fee is fixed or determinable, and collectability is probable. In making these judgments, the Company evaluates these criteria as follows: | |||||||||||||
•Persuasive evidence of an arrangement exists. A written contract signed by the customer and the Company, or a purchase order, and/ or other written or electronic order documentation for those customers who have previously negotiated a standard arrangement with the Company, is deemed to represent persuasive evidence of an agreement. | |||||||||||||
•Delivery has occurred. The Company considers delivery of hardware and software products to have occurred at the point of shipment to customer’s designated carrier when title and risk of loss is passed to the customer and no post-delivery obligations exist. In instances where customer acceptance is required, delivery is deemed to have occurred when customer acceptance has been achieved or the Company has completed its contractual requirements. Services revenue is recognized when the services are completed. In certain arrangements involving subsequent sales of hardware and software products to expand customers’ networks, the revenue recognition on these arrangements after the initial arrangement has been accepted, typically occurs at the point of shipment, since the Company has historically experienced successful implementations of these expansions and customer acceptance, although contractually required, does not represent a significant risk. | |||||||||||||
•The fee is fixed or determinable. The Company considers the fee to be fixed and determinable unless the fee is subject to refund or adjustment or is not payable within normal payment terms. If the fee is subject to refund or adjustment, revenue is recognized when the refund or adjustment right lapses. If payment terms exceed the Company’s normal terms, revenue is recognized upon the receipt of cash. | |||||||||||||
•Collectability is probable. Each customer is evaluated for creditworthiness through a credit review process at the inception of an arrangement. Collection is deemed probable if, based upon the Company’s evaluation; the Company expects that the customer will be able to pay amounts under the arrangement as payments become due. If it is determined that collection is not probable, revenue is recognized upon cash collection. | |||||||||||||
The Company applies the guidance of Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (“ASU No. 2009-13”) and ASU No. 2009-14, Software (Topic 985): Certain Revenue Arrangement That Include Software Elements (“ASU No. 2009-14”). | |||||||||||||
The amendments in ASU No. 2009-14 provided that tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software revenue recognition guidance in Accounting Standards Codification (“ASC”) Topic 985-605, Software Revenue Recognition (“ASC 985-605”) and should follow the guidance in ASU No. 2009-13 for multiple-element arrangements. All non-essential and standalone software components will continue to be accounted for under the guidance of ASC 985-605. | |||||||||||||
ASU No. 2009-13 established a selling price hierarchy for determining the selling price of a deliverable in a revenue arrangement. The selling price for each deliverable is based on vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”) if VSOE is not available, or the Company’s estimated selling price (“ESP”) if neither VSOE nor TPE are available. The amendments in ASU No. 2009-13 eliminated the residual method of allocating arrangement consideration and required that it be allocated at inception of the arrangement to all deliverables using the relative selling price method. The relative selling price method allocates any discount in the arrangement proportionately to each deliverable on the basis of the deliverable’s estimated selling price. | |||||||||||||
The Company’s products typically have both hardware and software and components that function together to deliver the product’s essential functionality. Although the Company’s products are primarily marketed based on the software elements contained therein, the hardware sold, generally cannot be used apart from the software. Many of the Company’s sales involve multiple-element arrangements that include product, maintenance and professional services. The Company may enter into sales transactions that do not contain tangible hardware components, which will continue to be accounted for under guidance of ASC 985-605. | |||||||||||||
Multiple-deliverable revenue guidance requires the evaluation of each deliverable in an arrangement to determine whether such deliverable represents a separate unit of accounting. The delivered item constitutes a separate unit of accounting when it has stand-alone value to the customer. If the arrangement includes a general refund or return right relative to the delivered item and the delivery and performance of the undelivered items are considered probable and substantially in the Company’s control, the delivered element constitutes a separate unit of accounting. In instances when the aforementioned criteria are not met, the deliverable is combined with the undelivered elements and revenue recognition is determined for the combination as a single unit of accounting. Most of the Company’s products qualify as a single deliverable because they are sold as a single tangible product containing both hardware and software to deliver the product’s essential functionality and have standalone value to the customer, accordingly, revenue is recognized when the applicable revenue recognition criteria are met. Hardware and software expansion and spare or replacement parts are treated as separate units of accounting because they have standalone value to the customer and general right of return does not exist; therefore, revenue is recognized upon delivery for these components assuming all other revenue recognition criteria are also met. | |||||||||||||
The total arrangement fees are allocated to all the deliverables based on their respective relative selling prices. The relative selling price is determined using VSOE, when available. The Company generally uses VSOE to derive the selling price for its maintenance and professional services deliverables. VSOE for maintenance is based on contractual stated renewal rates, whereas professional services are based on historical pricing for standalone professional service transactions. When VSOE cannot be established, the Company attempts to determine the TPE for the deliverables. TPE is determined based on prices for similar deliverables, sold by competitors. Generally, the Company’s offerings differ from those of its competitors and comparable pricing of its competitors is often not available. | |||||||||||||
When the Company is unable to establish selling price using VSOE or TPE, the Company uses ESP in its allocation of arrangement fees. The ESP for a deliverable is determined as the price at which the Company would transact if the products or services were sold on a standalone basis. The ESP for each deliverable is determined using an average historical discounted selling price based on several factors, including but not limited to, marketing strategy, customer considerations and pricing practices in a region. For arrangements with contingent revenue provisions (a portion of the relative selling price of a delivered item is contingent upon the delivery of additional items or meeting other specified performance conditions), revenue recognized on delivered items is limited to the non-contingent amount. | |||||||||||||
•Revenue Reserves and Adjustments | |||||||||||||
Sales incentives, which are offered on some of the Company’s products, are recorded as a reduction of revenue as there are no identifiable benefits received. The Company records a provision for estimated sales returns and allowances as a reduction from sales in the same period during which the related revenue is recorded. These estimates are based on historical sales returns and allowances, analysis of credit memo data and other known factors. | |||||||||||||
The Company has agreements with certain distributors which allow for stock rotation rights. The stock rotation rights permit the distributors to return a defined percentage of their purchases. Most distributors must exchange this stock for orders of an equal or greater amount. The Company recognizes an allowance for stock rotation rights based on historical experience. The provision is recorded as a reduction in revenue in the period during which the related revenue is recognized. | |||||||||||||
The Company also has agreements with certain distributors that allow for price adjustments. The Company recognizes an allowance for these price adjustments based on historical experience. The price adjustments are recorded as a reduction in revenue in the period during which the related revenue is recognized. | |||||||||||||
Revenue is primarily recognized net of sales taxes. Revenue includes amounts billed to customers for shipping and handling. Shipping and handling fees represented less than 1% of revenues in each of the years ended December 31, 2012 and 2011. Shipping and handling costs are included in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss. | |||||||||||||
Deferred Revenue | ' | ||||||||||||
Deferred Revenue | |||||||||||||
Deferred revenue represents fixed or determinable amounts billed to or collected from customers for which the related revenue has not been recognized because one or more of the revenue recognition criteria have not been met. Advances paid by customers prior to the delivery of product and services, due to existing legal arrangements for futures sales as of the balance sheet date, are classified as deferred revenue. Revenue from maintenance contracts is presented as deferred revenue and is recognized on a straight-line basis over the term of the contract. The current portion of deferred revenue is expected to be recognized as revenue within 12 months from the balance sheet date. As of December 31, 2013 and 2012, the long-term portion of deferred revenue amounted to $2.3 million, which was included as a component of other long-term liabilities in the accompanying consolidated balance sheets. | |||||||||||||
Product Warranties | ' | ||||||||||||
Product Warranties | |||||||||||||
The Company’s products are generally subject to warranties, and liabilities are established for the estimated future cost of repair or replacement through charges to cost of revenue at the time the related sale is recognized. Factors considered in determining appropriate accruals for product warranty obligations include the size of the installed base of products subject to warranty protection, historical and projected warranty claim rates, historical and projected cost-per-claim, and knowledge of specific product failures that are outside of the Company’s typical experience. The Company assesses the adequacy of its preexisting warranty liabilities and adjusts the amounts as necessary based on actual experience and changes in future estimates. | |||||||||||||
Stock-Based Compensation | ' | ||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation cost is estimated at the grant date based on the award’s fair value. For stock options, fair value is calculated by the Black-Scholes option-pricing model. For restricted stock units (“RSUs”), fair value is determined based on the stock price on grant date. The Company recognizes the compensation cost of stock-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Black-Scholes model requires various judgment-based assumptions including interest rates, expected volatility and expected term. | |||||||||||||
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period commensurate with the expected term. The computation of expected volatility is based on the historical volatility of the Company’s stock, as well as historical and implied volatility of comparable companies from a representative peer group based on industry and market capitalization data. The expected term represents the period that stock-based awards are expected to be outstanding, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee exercise behavior. The expected term for stock-based awards has been determined using the “simplified” method. The Company will continue to use the simplified method until it has enough historical experience to provide a reasonable estimate of expected term. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore the expected dividend yield is assumed to be zero. Management makes an estimate of expected forfeitures and recognizes compensation expense only for the equity awards expected to vest. | |||||||||||||
The following weighted average assumptions were used to value options granted during the years ended December 31, 2013 and 2012: | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Risk-free interest rate | 1.18 | % | 0.87 | % | |||||||||
Expected volatility | 91 | % | 89 | % | |||||||||
Expected life (in years) | 6.0 | 6.0 | |||||||||||
Dividend yield | — | — | |||||||||||
Research And Development | ' | ||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Risk-free interest rate | 1.18 | % | 0.87 | % | |||||||||
Expected volatility | 91 | % | 89 | % | |||||||||
Expected life (in years) | 6.0 | 6.0 | |||||||||||
Dividend yield | — | — | |||||||||||
Research and Development | |||||||||||||
Research and development expenses are charged to expense as incurred. These costs include payroll, employee benefits, equipment depreciation, materials, and other personnel-related costs associated with product development. Costs incurred with respect to internally developed technology and engineering services included in research and development are expensed as incurred. | |||||||||||||
Government-Sponsored Research And Development | ' | ||||||||||||
Government-Sponsored Research and Development | |||||||||||||
The Company records grants received from the Office of the Chief Scientist of the Israeli Ministry of Industry, Trade, and Labor, (“OCS”), as a reduction of research and development expenses, based on the estimated reimbursable cost incurred. Royalties payable to the OCS are classified as cost of revenue in the accompanying consolidated statements of operations and comprehensive loss. | |||||||||||||
Foreign Currency Translation | ' | ||||||||||||
Foreign Currency Translation | |||||||||||||
The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company adopted the U.S. dollar as its functional and reporting currency. The Company has identified one foreign subsidiary in Brazil where the functional currency is their local reporting currency. Those assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effect of these translation adjustments are included in accumulated other comprehensive loss in the accompanying consolidated balance sheets. | |||||||||||||
For foreign subsidiaries using the U.S. dollar as their functional currency, transactions and monetary balances denominated in non-U.S. dollar currencies are remeasured into U.S. dollars using current exchange rates. Monetary assets and liabilities are revalued into the functional currency at each balance sheet date using the exchange rate in effect at that date, with any resulting exchange gains or losses being credited or charged to the foreign exchange loss, net in the accompanying consolidated statements of operations. | |||||||||||||
Income Taxes | ' | ||||||||||||
Income Taxes | |||||||||||||
The Company accounts for income taxes using the asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax liabilities and assets are based on provisions of the enacted tax law. A valuation allowance is provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. A change in taxable income in future periods that is significantly different from that projected may cause adjustments to the valuation allowance that could materially increase or decrease future income tax expense. | |||||||||||||
The Company classifies interest and penalties related to uncertain tax contingencies as a component of income tax expense in the consolidated statements of operations and comprehensive loss. Income tax reserves for uncertain tax positions are recorded whenever there is a difference between amounts reported by the Company in its tax returns and the amounts the Company believes it would likely pay in the event of an examination by the taxing authorities. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in the recognition or measurement are reflected in the period in which the change occurs. | |||||||||||||
Comprehensive Loss | ' | ||||||||||||
Comprehensive Loss | |||||||||||||
Comprehensive loss consists of two components, net loss and foreign currency translation adjustments from its subsidiary not using the U.S. dollar as its functional currency. | |||||||||||||
Net Loss Per Share | ' | ||||||||||||
Net Loss Per Share | |||||||||||||
Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. The Company has outstanding stock options and restricted stock units, which have not been included in the calculation of diluted net loss per share because to do so would be anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are the same. | |||||||||||||
Basic and diluted net loss per share was calculated as follows. | |||||||||||||
Years December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Numerator: | |||||||||||||
Net loss | $ | -53,935 | $ | -37,618 | |||||||||
Denominator: | |||||||||||||
Basic and diluted weighted-average shares: | |||||||||||||
Weighted average shares used in computing | |||||||||||||
basic and diluted net loss per share | 15,860 | 9,341 | |||||||||||
Net loss per share - basic and diluted | $ | -3.4 | $ | -4.03 | |||||||||
Recovered_Sheet1
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary Of Significant Accounting Policies [Abstract] | ' | ||||||||||||
Summary Of Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis | ' | ||||||||||||
31-Dec-13 | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||
Liabilities: | |||||||||||||
Warrants | $ | 163 | $ | — | $ | 163 | $ | — | |||||
31-Dec-12 | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||
Liabilities: | |||||||||||||
Warrants | $ | 1,985 | $ | — | $ | 1,985 | $ | — | |||||
Summary Of Warrants Measured At Fair Value On A Recurring Basis | ' | ||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Expected Term | 3.25 years | 4.25 years | |||||||||||
Volatility | 94 | % | 90 | % | |||||||||
Dividend Yield | — | % | — | % | |||||||||
Risk-Free Interest Rate | 1.75 | % | 0.72 | % | |||||||||
Schedule Of Change In Allowance For Doubtful Account | ' | ||||||||||||
Beginning Balance | Provision | Write-offs | Ending Balance | ||||||||||
Year ended December 31, 2013 | $ | 1,217 | $ | 2,775 | $ | -973 | $ | 3,019 | |||||
Year ended December 31, 2012 | $ | 3,622 | $ | 975 | $ | -3,380 | $ | 1,217 | |||||
Summary Of Components Of Inventory | ' | ||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Raw materials and components | $ | 2,332 | $ | 3,580 | |||||||||
Work in process | 457 | 1,031 | |||||||||||
Finished products | 3,010 | 4,263 | |||||||||||
Total inventory | $ | 5,799 | $ | 8,874 | |||||||||
Schedule Of Estimated Useful Lives Of Property And Equipment | ' | ||||||||||||
Asset Classification | Estimated Useful Life | ||||||||||||
Computer equipment and software | 3 years | ||||||||||||
Furniture and fixtures | 3 years | ||||||||||||
Machinery and equipment | 5 years | ||||||||||||
ERP systems | 10 years | ||||||||||||
Leasehold improvements | Shorter of asset's useful life or remaining life of lease | ||||||||||||
Summary Of Property And Equipment, Net | ' | ||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Computer equipment and software | $ | 40,502 | $ | 40,025 | |||||||||
Furniture and fixtures | 3,352 | 3,355 | |||||||||||
Machinery and equipment | 13,076 | 13,077 | |||||||||||
Leasehold improvements | 4,593 | 4,278 | |||||||||||
61,523 | 60,735 | ||||||||||||
Less: accumulated depreciation | -57,748 | -54,757 | |||||||||||
Total property and equipment, net | $ | 3,775 | $ | 5,978 | |||||||||
Summary Of Components Of Intangible Assets | ' | ||||||||||||
31-Dec-13 | |||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||
Indefinite-lived intangibles: | |||||||||||||
Trade names | $ | 1,100 | $ | — | $ | 1,100 | |||||||
Finite-lived intangibles: | |||||||||||||
Technology | 55,949 | -50,144 | 5,805 | ||||||||||
Customer relationships | 38,312 | -34,974 | 3,338 | ||||||||||
Software licenses | 3,489 | -3,489 | — | ||||||||||
Patents | 1,137 | -1,093 | 44 | ||||||||||
$ | 99,987 | $ | -89,700 | $ | 10,287 | ||||||||
31-Dec-12 | |||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||
Indefinite-lived intangibles: | |||||||||||||
Trade names | $ | 10,000 | $ | — | $ | 10,000 | |||||||
Finite-lived intangibles: | |||||||||||||
Technology | 55,949 | -45,792 | 10,157 | ||||||||||
Customer relationships | 38,312 | -33,525 | 4,787 | ||||||||||
Software licenses | 3,489 | -3,486 | 3 | ||||||||||
Patents | 1,317 | -1,175 | 142 | ||||||||||
$ | 109,067 | $ | -83,978 | $ | 25,089 | ||||||||
Schedule Of Estimated Amortization Expense For Intangible Assets | ' | ||||||||||||
2014 | $ | 5,040 | |||||||||||
2015 | 2,866 | ||||||||||||
2016 | 427 | ||||||||||||
2017 | 427 | ||||||||||||
2018 and thereafter | 427 | ||||||||||||
Total | $ | 9,187 | |||||||||||
Summary Of Weighted Average Assumptions Used To Value Options Granted | ' | ||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Risk-free interest rate | 1.18 | % | 0.87 | % | |||||||||
Expected volatility | 91 | % | 89 | % | |||||||||
Expected life (in years) | 6.0 | 6.0 | |||||||||||
Dividend yield | — | — | |||||||||||
Summary Of Basic And Diluted Net Loss Per Share | ' | ||||||||||||
Years December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Numerator: | |||||||||||||
Net loss | $ | -53,935 | $ | -37,618 | |||||||||
Denominator: | |||||||||||||
Basic and diluted weighted-average shares: | |||||||||||||
Weighted average shares used in computing | |||||||||||||
basic and diluted net loss per share | 15,860 | 9,341 | |||||||||||
Net loss per share - basic and diluted | $ | -3.4 | $ | -4.03 | |||||||||
Immaterial_Corrections_To_Prio1
Immaterial Corrections To Prior Period Financial Statements (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Immaterial Corrections To Prior Period Financial Statements [Abstract] | ' | ||||||||||||||
Immaterial Errors Impact On Consolidated Balance Sheet | ' | ||||||||||||||
As Reported | Immaterial Corrections | As Revised | |||||||||||||
Assets: | |||||||||||||||
Accounts receivable | $ | 34,248 | $ | -1,826 | $ | 32,422 | |||||||||
Inventory | $ | 8,306 | $ | 568 | $ | 8,874 | |||||||||
Total current assets | $ | 58,948 | $ | -1,258 | $ | 57,690 | |||||||||
Total assets | $ | 123,385 | $ | -1,258 | $ | 122,127 | |||||||||
Liabilities Stockholders' Deficit: | |||||||||||||||
Accumulated deficit | $ | -253,093 | $ | -1,258 | $ | -254,351 | |||||||||
Total stockholders' deficit | $ | -17,844 | $ | -1,258 | $ | -19,102 | |||||||||
Total liabilities and stockholders' deficit | $ | 123,385 | $ | -1,258 | $ | 122,127 | |||||||||
Immaterial Errors Impact On Consolidated Statement Of Operations | ' | ||||||||||||||
As Reported | Q1 2012 | Q2 2012 | Q3 2012 | Q4 2012 | YTD 2012 | ||||||||||
Revenue: | |||||||||||||||
Products | $ | 31,510 | $ | 28,599 | $ | 32,140 | $ | 28,980 | $ | 121,229 | |||||
Total revenue | 41,107 | 38,559 | 42,391 | 37,912 | 159,969 | ||||||||||
Cost of revenue: | — | ||||||||||||||
Products | 11,067 | 15,901 | 11,070 | 10,483 | 48,521 | ||||||||||
Total cost of revenue | 16,238 | 20,879 | 16,188 | 14,928 | 68,233 | ||||||||||
Gross profit | 24,869 | 17,680 | 26,203 | 22,984 | 91,736 | ||||||||||
Loss from operations | -7,207 | -17,805 | -156 | -5,547 | -30,715 | ||||||||||
Loss before provision (benefit) for income taxes | -14,425 | -18,143 | -234 | -4,755 | -37,557 | ||||||||||
Net loss | $ | -14,785 | $ | -18,031 | $ | -290 | $ | -4,664 | $ | -37,770 | |||||
Net loss per share - basic and diluted | $ | -2.35 | $ | -2.85 | $ | -0.03 | $ | -0.32 | $ | -4.04 | |||||
Total comprehensive loss | $ | -14,834 | $ | -18,214 | $ | -482 | $ | -4,457 | $ | -37,987 | |||||
Immaterial Corrections | Q1 2012 | Q2 2012 | Q3 2012 | Q4 2012 | YTD 2012 | ||||||||||
Revenue: | |||||||||||||||
Products | $ | 978 | $ | -1,645 | $ | 1,697 | $ | -920 | $ | 110 | |||||
Total revenue | 978 | -1,645 | 1,697 | -920 | 110 | ||||||||||
Cost of revenue: | |||||||||||||||
Products | -344 | 637 | -584 | 333 | 42 | ||||||||||
Total cost of revenue | -344 | 637 | -584 | 333 | 42 | ||||||||||
Gross profit | 634 | -1,008 | 1,113 | -587 | 152 | ||||||||||
Loss from operations | 634 | -1,008 | 1,113 | -587 | 152 | ||||||||||
Loss before provision (benefit) for income taxes | 634 | -1,008 | 1,113 | -587 | 152 | ||||||||||
Net loss | $ | 634 | $ | -1,008 | $ | 1,113 | $ | -587 | $ | 152 | |||||
Net loss per share - basic and diluted | $ | 0.10 | $ | -0.16 | $ | 0.11 | $ | -0.04 | $ | 0.02 | |||||
Total comprehensive income (loss) | $ | 634 | $ | -1,008 | $ | 1,113 | $ | -587 | $ | 152 | |||||
As Revised | Q1 2012 | Q2 2012 | Q3 2012 | Q4 2012 | YTD 2012 | ||||||||||
Revenue: | |||||||||||||||
Products | $ | 32,488 | $ | 26,954 | $ | 33,837 | $ | 28,060 | $ | 121,339 | |||||
Total revenue | 42,085 | 36,914 | 44,088 | 36,992 | 160,079 | ||||||||||
Cost of revenue: | |||||||||||||||
Products | 11,411 | 15,264 | 11,654 | 10,150 | 48,479 | ||||||||||
Total cost of revenue | 16,582 | 20,242 | 16,772 | 14,595 | 68,191 | ||||||||||
Gross profit | 25,503 | 16,672 | 27,316 | 22,397 | 91,888 | ||||||||||
Loss from operations | -6,573 | -18,813 | 957 | -6,134 | -30,563 | ||||||||||
Loss before provision (benefit) for income taxes | -13,791 | -19,151 | 879 | -5,342 | -37,405 | ||||||||||
Net loss | $ | -14,151 | $ | -19,039 | $ | 823 | $ | -5,251 | $ | -37,618 | |||||
Net loss per share - basic and diluted | $ | -2.25 | $ | -3 | $ | 0.08 | $ | -0.36 | $ | -4.03 | |||||
Total comprehensive income (loss) | $ | -14,200 | $ | -19,222 | $ | 631 | $ | -5,044 | $ | -37,835 | |||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Accrued Liability [Abstract] | ' | ||||||
Summary Of Accrued Liabilities | ' | ||||||
December 31, | |||||||
2013 | 2012 | ||||||
Accrued compensation and benefits | $ | 5,756 | $ | 7,744 | |||
Accrued restructuring expenses | 4,445 | 3,773 | |||||
Accrued royalty expenses | 1,540 | 1,280 | |||||
Accrued commissions | 1,230 | 1,585 | |||||
Accrued professional fees | 1,603 | 2,147 | |||||
Deferred rent | 31 | 271 | |||||
Other accrued expenses | 3,203 | 4,470 | |||||
Total accrued liabilities | $ | 17,808 | $ | 21,270 | |||
Debt_And_Related_Party_Transac1
Debt And Related Party Transactions (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Debt And Related Party Transactions [Abstract] | ' | ||||||
Summary Of Debt With Related Parties | ' | ||||||
December 31, | |||||||
2013 | 2012 | ||||||
Term loan, principal | $ | 80,544 | $ | 68,665 | |||
Debt discount | -5,031 | -2,129 | |||||
Total long-term debt | $ | 75,513 | $ | 66,536 | |||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Restructuring Charges [Abstract] | ' | |||||||||
Summary Of Restructuring Activity | ' | |||||||||
Accrual for Employee Termination/ Severance and Related Costs | Accrual for Facilities Costs | Total | ||||||||
Balance, December 31, 2011 | $ | 1,357 | $ | 2,942 | $ | 4,299 | ||||
Charges to operations, net | 5,847 | 1,183 | 7,030 | |||||||
Payments made during the period | -4,717 | -994 | -5,711 | |||||||
Balance, December 31, 2012 | $ | 2,487 | $ | 3,131 | $ | 5,618 | ||||
Charges to operations, net | 4,602 | 388 | 4,990 | |||||||
Reversal of restructuring accrual related to lease amendment | — | -2,346 | -2,346 | |||||||
Payments made during the period | -2,893 | -459 | -3,352 | |||||||
Balance, December 31, 2013 | $ | 4,196 | $ | 714 | $ | 4,910 | ||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||
Stock-Based Compensation [Abstract] | ' | |||||||||||||||||
Summary Of Stock-Based Compensation Expense | ' | |||||||||||||||||
Years Ended December 31, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Cost of revenue | 153 | $ | 305 | |||||||||||||||
Research and development | 145 | 635 | ||||||||||||||||
Sales and marketing | 401 | 709 | ||||||||||||||||
General and administrative | 1,495 | 840 | ||||||||||||||||
Total stock-based compensation expense | $ | 2,194 | $ | 2,489 | ||||||||||||||
Summary Of Stock Options | ' | |||||||||||||||||
Number of Options Outstanding | Weighted Average Exercise Price | Weighted Average Contractual Life (in years) | ||||||||||||||||
Balance, December 31, 2012 | 831,663 | $ | 14.70 | 7.57 | ||||||||||||||
Granted | 2,000 | $ | 1.00 | |||||||||||||||
Exercised | — | |||||||||||||||||
Cancelled and forfeited | -260,848 | $ | 14.69 | |||||||||||||||
Balance, December 31, 2013 | 572,815 | $ | 14.65 | 6.71 | ||||||||||||||
Vested and expected to vest at December 31, 2013 | 561,959 | $ | 14.83 | 6.36 | ||||||||||||||
Exercisable at December 31, 2013 | 348,353 | $ | 20.28 | 5.95 | ||||||||||||||
Summary of stock options outstanding | ' | |||||||||||||||||
Options Outstanding | Exercisable Options | |||||||||||||||||
Range of Exercise Price | Number Outstanding | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | |||||||||||||
$ | 1.00 | $ | 3.15 | 14,000 | 8.68 | $ | 2.84 | 4,582 | $ | 2.88 | ||||||||
$ | 5.00 | $ | 5.00 | 306,706 | 6.95 | $ | 5.00 | 135,872 | $ | 5.00 | ||||||||
$ | 5.90 | $ | 5.90 | 70,000 | 7.96 | $ | 5.90 | 35,001 | $ | 5.90 | ||||||||
$ | 8.75 | $ | 25.85 | 31,500 | 5.83 | $ | 21.59 | 24,677 | $ | 20.94 | ||||||||
$ | 31.00 | $ | 31.00 | 120,840 | 4.85 | $ | 31.00 | 118,452 | $ | 31.00 | ||||||||
$ | 32.50 | $ | 121.25 | 23,659 | 2.67 | $ | 41.18 | 23,659 | $ | 41.18 | ||||||||
$ | 153.75 | $ | 153.75 | 600 | 1.52 | $ | 153.75 | 600 | $ | 153.75 | ||||||||
$ | 154.50 | $ | 154.50 | 4,670 | 2.17 | $ | 154.50 | 4,670 | $ | 154.50 | ||||||||
$ | 200.00 | $ | 200.00 | 600 | 3.26 | $ | 200.00 | 600 | $ | 200.00 | ||||||||
$ | 287.50 | $ | 287.50 | 240 | 3.05 | $ | 287.50 | 240 | $ | 287.50 | ||||||||
$ | 1.00 | $ | 287.50 | 572,815 | 348,353 | |||||||||||||
Summary Of Restricted Stock Outstanding | ' | |||||||||||||||||
Number of RSUs | Weighted Average Contractual Life (in years) | Weighted Average Grant Date Fair Value | ||||||||||||||||
Balance, December 31, 2012 | 237,612 | 0.97 | 8.03 | |||||||||||||||
Granted | 1,032,096 | 1.95 | ||||||||||||||||
Vested | -365,197 | 5.23 | ||||||||||||||||
Forfeited or expired | -85,481 | 3.73 | ||||||||||||||||
Balance, December 31, 2013 | 819,030 | 0.80 | 2.08 | |||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies [Abstract] | ' | ||||
Summary of Future Operating Lease Payments | ' | ||||
Years | Operating Leases | ||||
2014 | $ | 3,915 | |||
2015 | 3,208 | ||||
2016 | 1,483 | ||||
2017 | 951 | ||||
2018 | 902 | ||||
Thereafter | 811 | ||||
$ | 11,270 | ||||
Segment_And_Geographic_Informa1
Segment And Geographic Information (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Segment And Geographic Information [Abstract] | ' | ||||||
Summary Of Revenues By Geographic Area | ' | ||||||
Years Ended December 31, | |||||||
Revenue: | 2013 | 2012 | |||||
Americas | $ | 61,305 | $ | 72,432 | |||
Europe, Middle East and Africa | 45,823 | 51,842 | |||||
Asia Pacific | 24,953 | 35,805 | |||||
Total revenue | $ | 132,081 | $ | 160,079 | |||
Schedule Of Long-Lived Assets By Geographic Area | ' | ||||||
December 31, | |||||||
Long-lived assets, net | 2013 | 2012 | |||||
Americas: | |||||||
United States | $ | 11,870 | $ | 32,594 | |||
Canada | 9,326 | 28,063 | |||||
Other foreign countries | 1,148 | 1,633 | |||||
Total long-lived assets, net | $ | 22,344 | $ | 62,290 | |||
The_Company_Details
The Company (Details) | 12 Months Ended |
Dec. 31, 2013 | |
The Company [Abstract] | ' |
State where entity is incorporated | 'Delaware |
The Company incorporated | 18-Oct-01 |
Business acquisition acquiree products and services period | '25 years |
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Oct. 11, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Minimum [Member] | Maximum [Member] | Third Amendment [Member] | Term Loan [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | ||||
customer | customer | customer | customer | customer | customer | ||||||||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current bank indebtedness | ' | $12,080,000 | $11,717,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of discount | ' | 75,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate | ' | ' | ' | 10.00% | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowings | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock pursuant to a Subscription Agreement | ' | ' | ' | ' | ' | ' | 1,442,172 | ' | ' | ' | ' | ' | ' |
Minimum EBITDA | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity Date in the Term Loan Agreement | ' | 31-Mar-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan agreement amount | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Insured accounts receivable | ' | 22,300,000 | 21,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Insured account receivable percentage | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Premium percentage payable | ' | 0.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of major customers | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 0 | 0 | 0 |
Maximum number of months require to recognize current portion of deferred revenue | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Revenue, Noncurrent | ' | 2,300,000 | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory write-down | ' | 400,000 | 5,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sales intangible assets | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite lived intangible assets acumulated amortization period increase decrease | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation expense | ' | 3,300,000 | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Period Increase (Decrease) | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Intangible Assets | ' | 5,900,000 | 8,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional amortization expense | ' | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_Of_Significant_Account3
Summary Of Significant Accounting Policies (Summary Of Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) (Warrant [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Summary of Company's financial assets and liabilities measured at fair value on a recurring basis | ' | ' |
Fair market value, Liabilities | $163 | $1,985 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Summary of Company's financial assets and liabilities measured at fair value on a recurring basis | ' | ' |
Fair market value, Liabilities | $163 | $1,985 |
Summary_Of_Significant_Account4
Summary Of Significant Accounting Policies (Summary Of Warrants Measured At Fair Value On A Recurring Basis) (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Summary Of Significant Accounting Policies [Abstract] | ' | ' |
Expected Term | '3 years 3 months | '4 years 3 months |
Volatility | 94.00% | 90.00% |
Dividend Yield | ' | ' |
Risk-Free Interest Rate | 1.75% | 0.72% |
Summary_Of_Significant_Account5
Summary Of Significant Accounting Policies (Schedule Of Change In Allowance For Doubtful Account) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Summary Of Significant Accounting Policies [Abstract] | ' | ' |
Beginning Balance | $1,217 | $3,622 |
Provision | 2,775 | 975 |
Write-offs | -973 | -3,380 |
Ending Balance | $3,019 | $1,217 |
Summary_Of_Significant_Account6
Summary Of Significant Accounting Policies (Summary Of Components of Inventory) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Summary Of Significant Accounting Policies [Abstract] | ' | ' |
Raw materials and components | $2,332 | $3,580 |
Work in process | 457 | 1,031 |
Finished products | 3,010 | 4,263 |
Total inventory | $5,799 | $8,874 |
Summary_Of_Significant_Account7
Summary Of Significant Accounting Policies (Schedule Of Estimated Useful Lives Of Property And Equipment) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Computer Equipment And Software [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '3 years |
Furniture And Fixtures [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '3 years |
Machinery And Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '5 years |
ERP Systems [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '10 years |
Summary_Of_Significant_Account8
Summary Of Significant Accounting Policies (Summary Of Property And Equipment, Net) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | $61,523 | $60,735 |
Less: accumulated depreciation | -57,748 | -54,757 |
Total property and equipment, net | 3,775 | 5,978 |
Computer Equipment And Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | 40,502 | 40,025 |
Furniture And Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | 3,352 | 3,355 |
Machinery And Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | 13,076 | 13,077 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | $4,593 | $4,278 |
Summary_Of_Significant_Account9
Summary Of Significant Accounting Policies (Summary Of Components Of Intangible Assets) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-lived intangibles: | ' | ' |
Total | $9,187 | ' |
Total intangibles, Gross Carrying Amount | 99,987 | 109,067 |
Total intangibles, Net Carrying Amount | 10,287 | 25,089 |
Technology [Member] | ' | ' |
Finite-lived intangibles: | ' | ' |
Finite-lived intangibles, Gross Carrying Amount | 55,949 | 55,949 |
Finite-lived intangibles, Accumulated amortization | -50,144 | -45,792 |
Total | 5,805 | 10,157 |
Customer Relationships [Member] | ' | ' |
Finite-lived intangibles: | ' | ' |
Finite-lived intangibles, Gross Carrying Amount | 38,312 | 38,312 |
Finite-lived intangibles, Accumulated amortization | -34,974 | -33,525 |
Total | 3,338 | 4,787 |
Software licenses [Member] | ' | ' |
Finite-lived intangibles: | ' | ' |
Finite-lived intangibles, Gross Carrying Amount | 3,489 | 3,489 |
Finite-lived intangibles, Accumulated amortization | -3,489 | -3,486 |
Total | ' | 3 |
Patents [Member] | ' | ' |
Finite-lived intangibles: | ' | ' |
Finite-lived intangibles, Gross Carrying Amount | 1,137 | 1,317 |
Finite-lived intangibles, Accumulated amortization | -1,093 | -1,175 |
Total | 44 | 142 |
Trade Names [Member] | ' | ' |
Indefinite-lived intangibles: | ' | ' |
Indefinite-lived intangibles, Carrying Amount | $1,100 | $10,000 |
Summary_Of_Significany_Account
Summary Of Significany Accounting Policies (Schedule Of Estimated Amortization Expense For Intangible Assets) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Summary Of Significant Accounting Policies [Abstract] | ' |
2014 | $5,040 |
2015 | 2,866 |
2016 | 427 |
2017 | 427 |
2018 and thereafter | 427 |
Total | $9,187 |
Recovered_Sheet2
Summary Of Significant Accounting Policies (Summary Of Weighted Average Assumptions Used To Value Options) (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Summary Of Significant Accounting Policies [Abstract] | ' | ' |
Risk-free interest rate | 1.18% | 0.87% |
Expected volatility | 91.00% | 89.00% |
Expected life (in years) | '6 years | '6 years |
Summary_Of_Significany_Account1
Summary Of Significany Accounting Policies (Summary Of Basic And Diluted Net Loss Per Share) (Details) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator: | ' | ' |
Net loss | ($53,935) | ($37,618) |
Basic and diluted weighted-average shares: | ' | ' |
Weighted average shares used in computing basic and diluted net (loss) income per share | 15,860,000 | 9,341,000 |
Net loss per share - basic and diluted | ($3.40) | ($4.03) |
Immaterial_Corrections_To_Prio2
Immaterial Corrections To Prior Period Financial Statements (Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Immaterial Corrections [Member] | Immaterial Corrections [Member] | |||
Change In Accounts Receivable | ($5,175,000) | ($11,388,000) | $1,800,000 | ' |
Change In inventory | -2,996,000 | -11,077,000 | 600,000 | ' |
Change in Accumulated deficit | ' | ' | $1,200,000 | $1,400,000 |
Immaterial_Corrections_To_Prio3
Immaterial Corrections To Prior Period Financial Statements (Immaterial Errors Impact On Consolidated Balance Sheet) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Accounts receivable | $24,472 | $32,422 |
Inventory | 5,799 | 8,874 |
Total current assets | 43,199 | 57,690 |
Total assets | 66,724 | 122,127 |
Liabilities Stockholders' Deficit: | ' | ' |
Accumulated deficit | -308,286 | -254,351 |
Total stockholders' deficit | -66,997 | -19,102 |
Total liabilities and stockholders' deficit | 66,724 | 122,127 |
As Reported [Member] | ' | ' |
Assets: | ' | ' |
Accounts receivable | ' | 34,248 |
Inventory | ' | 8,306 |
Total current assets | ' | 58,948 |
Total assets | ' | 123,385 |
Liabilities Stockholders' Deficit: | ' | ' |
Accumulated deficit | ' | -253,093 |
Total stockholders' deficit | ' | -17,844 |
Total liabilities and stockholders' deficit | ' | 123,385 |
Immaterial Corrections [Member] | ' | ' |
Assets: | ' | ' |
Accounts receivable | ' | -1,826 |
Inventory | ' | 568 |
Total current assets | ' | -1,258 |
Total assets | ' | -1,258 |
Liabilities Stockholders' Deficit: | ' | ' |
Accumulated deficit | ' | -1,258 |
Total stockholders' deficit | ' | -1,258 |
Total liabilities and stockholders' deficit | ' | -1,258 |
As Revised [Member] | ' | ' |
Assets: | ' | ' |
Accounts receivable | ' | 32,422 |
Inventory | ' | 8,874 |
Total current assets | ' | 57,690 |
Total assets | ' | 122,127 |
Liabilities Stockholders' Deficit: | ' | ' |
Accumulated deficit | ' | -254,351 |
Total stockholders' deficit | ' | -19,102 |
Total liabilities and stockholders' deficit | ' | $122,127 |
Immaterial_Corrections_To_Prio4
Immaterial Corrections To Prior Period Financial Statements (Immaterial Errors Impact On Consolidated Statement Of Operations) (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2012 |
As Reported [Member] | As Reported [Member] | As Reported [Member] | As Reported [Member] | As Reported [Member] | Immaterial Corrections [Member] | Immaterial Corrections [Member] | Immaterial Corrections [Member] | Immaterial Corrections [Member] | Immaterial Corrections [Member] | As Revised [Member] | As Revised [Member] | As Revised [Member] | As Revised [Member] | As Revised [Member] | |||
Revenue: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Products | $93,705 | $121,339 | $28,980 | $32,140 | $28,599 | $31,510 | $121,229 | ($920) | $1,697 | ($1,645) | $978 | $110 | $28,060 | $33,837 | $26,954 | $32,488 | $121,339 |
Total revenue | 132,081 | 160,079 | 37,912 | 42,391 | 38,559 | 41,107 | 159,969 | -920 | 1,697 | -1,645 | 978 | 110 | 36,992 | 44,088 | 36,914 | 42,085 | 160,079 |
Cost of revenue: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Products | 33,433 | 48,479 | 10,483 | 11,070 | 15,901 | 11,067 | 48,521 | 333 | -584 | 637 | -344 | 42 | 10,150 | 11,654 | 15,264 | 11,411 | 48,479 |
Total cost of revenue | 50,835 | 68,191 | 14,928 | 16,188 | 20,879 | 16,238 | 68,233 | 333 | -584 | 637 | -344 | 42 | 14,595 | 16,772 | 20,242 | 16,582 | 68,191 |
Gross profit | 81,246 | 91,888 | 22,984 | 26,203 | 17,680 | 24,869 | 91,736 | -587 | 1,113 | -1,008 | 634 | 152 | 22,397 | 27,316 | 16,672 | 25,503 | 91,888 |
Immaterial errors impact on consolidated statement of operation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss from operations | -43,280 | -30,563 | -5,547 | -156 | -17,805 | -7,207 | -30,715 | -587 | 1,113 | -1,008 | 634 | 152 | -6,134 | 957 | -18,813 | -6,573 | -30,563 |
Loss before provision (benefit) for income taxes | -52,161 | -37,405 | -4,755 | -234 | -18,143 | -14,425 | -37,557 | -587 | 1,113 | -1,008 | 634 | 152 | -5,342 | 879 | -19,151 | -13,791 | -37,405 |
Net loss | -53,935 | -37,618 | -4,664 | -290 | -18,031 | -14,785 | -37,770 | -587 | 1,113 | -1,008 | 634 | 152 | -5,251 | 823 | -19,039 | -14,151 | -37,618 |
Net loss per share - basic and diluted | ($3.40) | ($4.03) | ($0.32) | ($0.03) | ($2.85) | ($2.35) | ($4.04) | ($0.04) | $0.11 | ($0.16) | $0.10 | $0.02 | ($0.36) | $0.08 | ($3) | ($2.25) | ($4.03) |
Total comprehensive loss | ($53,593) | ($37,835) | ($4,457) | ($482) | ($18,214) | ($14,834) | ($37,987) | ($587) | $1,113 | ($1,008) | $634 | $152 | ($5,044) | $631 | ($19,222) | ($14,200) | ($37,835) |
Accrual_Liabilities_Narrative_
Accrual Liabilities - (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Jul. 08, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | |||
Depreciation expense | ' | $3,300,000 | $3,200,000 |
Intangible assets goodwill | ' | 8,282,000 | 31,223,000 |
Amortization expense | ' | 5,900,000 | 8,300,000 |
Settlement agreement amount | -1,000,000 | ' | ' |
Number of installment periods | 10 | ' | ' |
Maximum available period for commencement of installment payment | '3 days | ' | ' |
Payment of rent, utilities and taxes | 200,000 | ' | ' |
Decrease in deferred rent | 700,000 | ' | ' |
Notice period for non-payment of rent | ' | '60 days | ' |
Reversal of restructuring reserve | ' | 2,346,000 | ' |
Minimum [Member] | ' | ' | ' |
Maximum available period for commencement of installment payment | ' | '3 months | ' |
Penalty for non-payment of rent | ' | 0 | ' |
Maximum [Member] | ' | ' | ' |
Penalty for non-payment of rent | ' | $1,400,000 | ' |
Accrual_Liabilities_Summary_Of
Accrual Liabilities - (Summary Of Accrued Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Liability [Abstract] | ' | ' |
Accrued compensation and benefits | $5,756 | $7,744 |
Accrued restructuring expenses | 4,445 | 3,773 |
Accrued royalty expenses | 1,540 | 1,280 |
Accrued commissions | 1,230 | 1,585 |
Accrued professional fees | 1,603 | 2,147 |
Deferred rent | 31 | 271 |
Other accrued expenses | 3,203 | 4,470 |
Total accrued liabilities | $17,808 | $21,270 |
Bank_Indebtedness_Details
Bank Indebtedness (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 |
Line of Credit Facility [Line Items] | ' | ' | ' |
Minimum EBITDA | $6 | ' | ' |
Average interest rate | 4.75% | 4.97% | ' |
Recorded interest expense | 0.5 | 0.6 | ' |
Prepayment of credit loans as a percentage | ' | ' | 100.00% |
Number of days notice necessary prior to repayment | '30 days | ' | ' |
Maturity date | 31-Mar-15 | ' | ' |
Prime Rate [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Debt instrument interest rate | ' | ' | 1.50% |
Libor [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Debt instrument interest rate | ' | ' | 3.00% |
Interest Rate [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Debt instrument interest rate | 2.00% | ' | 2.00% |
Revolving Credit [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Borrowing base of line of credit | 15.2 | ' | ' |
Borrowing under line of credit | 12.1 | ' | ' |
Unused line of credit | 12.9 | ' | ' |
Additional borrowings under line of credit | 3.1 | ' | ' |
Twentieth Amendment Revolving Credit [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Unused line of credit | 0.5 | ' | ' |
Revolving Credit Agreement Available Block additional | $0.10 | ' | ' |
Debt_And_Related_Party_Transac2
Debt And Related Party Transactions (Narrative) (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 28, 2012 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Feb. 07, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | |
Interest Rate [Member] | Interest Rate [Member] | Minimum [Member] | Maximum [Member] | Term Loan [Member] | Term Loan [Member] | Third Amendment Term Loan [Member] | Third Amendment Term Loan [Member] | Third Amendment Term Loan [Member] | Tennenbaum Capital Partners LLC [Member] | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock ownership rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55.00% |
Common stock, shares issued | 16,239,315 | 14,415,652 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,600,000 |
Common Stock exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 |
Fair value of warrants at issuance | ' | ' | ' | ' | ' | ' | ' | ' | $7,100,000 | ' | ' | ' | ' | ' |
Fair value of warrants determined | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 2,000,000 | ' | ' | ' | ' |
Fair Value Adjustment to Warrants | -1,822,000 | -5,086,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants, recorded gain | 1,800,000 | 5,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' |
Closing fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' |
Cash interest converted in to paid in kind | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' |
Subscription Agreement period of resale of shares of common stock issued | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' |
Additional Loans/ Term Loans, Limit | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' |
Additional loans/Term Loans | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,500,000 | ' | ' | ' | ' |
Term loans, received in cash | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date | 31-Mar-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity Date in the Term Loan Agreement | 31-Mar-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net equity proceeds | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' |
Prepayment of debt discount premium rate, first anniversary | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' |
Prepayment of debt discount premium rate, second anniversary | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' |
Prepayment of debt discount premium rate after third anniversary | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' |
Prepayment of credit loans as a percentage | ' | ' | 100.00% | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Right to retain proceeds asset sales | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Right to retain proceeds equity issuances | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' |
Term loan prepayment rate from equity issuances | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' |
Net proceeds of issuance | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | ' |
Net proceeds of issuance, Per Share price | ' | ' | ' | ' | ' | ' | ' | ' | $6.25 | ' | ' | ' | ' | ' |
Aggregate interest rate on debt | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' |
Variable interest rate | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' |
Interest rate added to principal and kind | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' |
Debt instrument interest rate | ' | ' | ' | ' | 2.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | 10,166,000 | 10,730,000 | ' | ' | ' | ' | ' | ' | 9,200,000 | 9,300,000 | ' | ' | ' | ' |
Paid-in-Kind Interest | 7,629,000 | 7,626,000 | ' | ' | ' | ' | ' | ' | 9,200,000 | 5,300,000 | ' | ' | ' | ' |
Minimum EBITDA | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original issue discount | ' | ' | ' | ' | ' | ' | ' | ' | $5,031,000 | $2,129,000 | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,442,172 | ' | ' | ' |
Debt_And_Related_Party_Transac3
Debt And Related Party Transactions (Summary Of Debt With Related Parties) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total long-term | $75,513 | $66,536 |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Term loan, principal | 80,544 | 68,665 |
Debt discount | ($5,031) | ($2,129) |
Restructuring_Charges_Narrativ
Restructuring Charges (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Reversal of restructuring reserve | $2,346,000 | ' |
Notice period for non-payment of rent | '60 days | ' |
Employee separation costs and other costs | ' | 5,800,000 |
Accrued and unpaid termination benefits | ' | 2,500,000 |
Accrued liabilities | 200,000 | 1,200,000 |
Other non-current liabilities | 500,000 | 1,900,000 |
Charges to operations | 4,600,000 | ' |
Employee Severance [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Accrued and unpaid termination benefits | 4,200,000 | ' |
Facility Closing [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Reversal of restructuring reserve | 2,346,000 | ' |
Minimum [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Penalty for non-payment of rent | 0 | ' |
Eatontown, New Jersey And Renningen, Germany [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Reversal of restructuring reserve | $300,000 | ' |
Restructuring_Charges_Summary_
Restructuring Charges (Summary Of Restructuring Activity) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Restructuring activity | ' | ' |
Beginning balance | $5,618 | $4,299 |
Charges to operations | 4,990 | 7,030 |
Reversal of restructuring accrual related to lease amendment | -2,346 | ' |
Payments made during the period | -3,352 | -5,711 |
Ending balance | 4,910 | 5,618 |
Employee Severance [Member] | ' | ' |
Restructuring activity | ' | ' |
Beginning balance | 2,487 | 1,357 |
Charges to operations | 4,602 | 5,847 |
Payments made during the period | -2,893 | -4,717 |
Ending balance | 4,196 | 2,487 |
Facility Closing [Member] | ' | ' |
Restructuring activity | ' | ' |
Beginning balance | 3,131 | 2,942 |
Charges to operations | 388 | 1,183 |
Reversal of restructuring accrual related to lease amendment | -2,346 | ' |
Payments made during the period | -459 | -994 |
Ending balance | $714 | $3,131 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total intrinsic value of exercises | $0 | $0 |
Percentage of exercise price granted under the plans, Fair value one | 100.00% | ' |
Options granted period | '10 years | ' |
Maximum number of shares reserved for Equity incentive plan | 3,000,000 | ' |
Options Vesting period | '1 year | ' |
Percentage of shares underlying | 25.00% | 75.00% |
Options exercisable period | '4 years | ' |
Weighted average grant date fair value | $10.09 | $10.40 |
Discount rate on purchase price | 85.00% | ' |
Equity Incentive Plan 2006 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares remained available for issuance | 2,300,000 | ' |
Percentage of total number of shares outstanding | 3.00% | ' |
Employee Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock-base compensation expense | 4,000 | 20,000 |
Shares remained available for issuance | 311,178 | ' |
Shares issued | 59,034 | ' |
Restricted Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share based compensation expense related to purchases | 700,000 | 1,000,000 |
Stock-base compensation expense | 1,400,000 | 1,400,000 |
Total intrinsic value of options exercised | 300,000 | ' |
Total unrecognized compensation costs | 1,200,000 | ' |
Restricted stock granted to employees and directors | '1 year 1 month 6 days | ' |
Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total unrecognized compensation costs | $900,000 | ' |
Restricted stock granted to employees and directors | '2 years 3 months 18 days | ' |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Compensation percentage to purchase shares | 1.00% | ' |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Compensation percentage to purchase shares | 15.00% | ' |
StockBased_Compensation_Summar
Stock-Based Compensation (Summarizes Stock-based Compensation Expense) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Effects of stock-based compensation | ' | ' |
Stock-based compensation | $2,194 | $2,489 |
Cost Of Revenue [Member] | ' | ' |
Effects of stock-based compensation | ' | ' |
Stock-based compensation | 153 | 305 |
Research And Development [Member] | ' | ' |
Effects of stock-based compensation | ' | ' |
Stock-based compensation | 145 | 635 |
Selling And Marketing [Member] | ' | ' |
Effects of stock-based compensation | ' | ' |
Stock-based compensation | 401 | 709 |
General And Administrative [Member] | ' | ' |
Effects of stock-based compensation | ' | ' |
Stock-based compensation | $1,495 | $840 |
StockBased_CompensationSummary
Stock-Based Compensation(Summary of Stock Options ) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock option activity | ' | ' |
Number of Options Outstanding, Balance at December 31, 2012 | 831,663 | ' |
Number of Options Outstanding, Granted | 2,000 | ' |
Number of Options Outstanding, Cancelled and forfeited | -260,848 | ' |
Number of Options Outstanding, Balance at December 31, 2013 | 572,815 | 831,663 |
Number of Options Outstanding, Vested and expected to vest at Balance at December 31, 2013 | 561,959 | ' |
Number of Options Outstanding, Exercisable at Balance at December 31, 2013 | 348,353 | ' |
Weighted Average Exercise Price, Balance at December 31,2012 | $14.70 | ' |
Weighted Average Exercise Price, Granted | $1 | ' |
Weighted Average Exercise Price, Cancelled and forfeited | $14.69 | ' |
Weighted Average Exercise Price, Balance at Balance at December 31, 2013 | $14.65 | $14.70 |
Weighted Average Exercise Price, Vested and expected to vest at Balance at December 31, 2013 | $14.83 | ' |
Weighted Average Exercise Price, Exercisable at Balance at December 31, 2013 | $20.28 | ' |
Weighted Average Contractual Life (In Years), Balance at December 31, 2012 | '6 years 8 months 16 days | '7 years 6 months 26 days |
Weighted Average Contractual Life (In Years), Balance at Balance at December 31, 2013 | '6 years 8 months 16 days | '7 years 6 months 26 days |
Weighted Average Contractual Life (In Years), Vested and expected to vest at Balance at December 31, 2013 | '6 years 4 months 10 days | ' |
Weighted Average Contractual Life (In Years), Exercisable at Balance at December 31, 2013 | '5 years 11 months 12 days | ' |
StockBased_Compensation_Summar1
Stock-Based Compensation (Summarizes Stock Options Outstanding ) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Summary of stock options outstanding | ' |
Exercise Price, Lower Range | $1 |
Exercise Price, Upper Range | $287.50 |
Number of options outstanding | 572,815 |
Number of Options, Exercisable | 348,353 |
Exercise Price Range One [Member] | ' |
Summary of stock options outstanding | ' |
Exercise Price, Lower Range | $1 |
Exercise Price, Upper Range | $3.15 |
Number of options outstanding | 14,000 |
Weighted Average Remaining Contractual Life (in Years) | '8 years 8 months 5 days |
Weighted Average Exercise Price, Options Outstanding | $2.84 |
Number of Options, Exercisable | 4,582 |
Weighted Average Exercise Price, Exercisable | $2.88 |
Exercise Price Range Two [Member] | ' |
Summary of stock options outstanding | ' |
Exercise Price, Lower Range | $5 |
Exercise Price, Upper Range | $5 |
Number of options outstanding | 306,706 |
Weighted Average Remaining Contractual Life (in Years) | '6 years 11 months 12 days |
Weighted Average Exercise Price, Options Outstanding | $5 |
Number of Options, Exercisable | 135,872 |
Weighted Average Exercise Price, Exercisable | $5 |
Exercise Price Range Three [Member] | ' |
Summary of stock options outstanding | ' |
Exercise Price, Lower Range | $5.90 |
Exercise Price, Upper Range | $5.90 |
Number of options outstanding | 70,000 |
Weighted Average Remaining Contractual Life (in Years) | '7 years 11 months 16 days |
Weighted Average Exercise Price, Options Outstanding | $5.90 |
Number of Options, Exercisable | 35,001 |
Weighted Average Exercise Price, Exercisable | $5.90 |
Exercise Price Range Four [Member] | ' |
Summary of stock options outstanding | ' |
Exercise Price, Lower Range | $8.75 |
Exercise Price, Upper Range | $25.85 |
Number of options outstanding | 31,500 |
Weighted Average Remaining Contractual Life (in Years) | '5 years 9 months 29 days |
Weighted Average Exercise Price, Options Outstanding | $21.59 |
Number of Options, Exercisable | 24,677 |
Weighted Average Exercise Price, Exercisable | $20.94 |
Exercise Price Range Five [Member] | ' |
Summary of stock options outstanding | ' |
Exercise Price, Lower Range | $31 |
Exercise Price, Upper Range | $31 |
Number of options outstanding | 120,840 |
Weighted Average Remaining Contractual Life (in Years) | '4 years 10 months 6 days |
Weighted Average Exercise Price, Options Outstanding | $31 |
Number of Options, Exercisable | 118,452 |
Weighted Average Exercise Price, Exercisable | $31 |
Exercise Price Range Six [Member] | ' |
Summary of stock options outstanding | ' |
Exercise Price, Lower Range | $32.50 |
Exercise Price, Upper Range | $121.25 |
Number of options outstanding | 23,659 |
Weighted Average Remaining Contractual Life (in Years) | '2 years 8 months 1 day |
Weighted Average Exercise Price, Options Outstanding | $41.18 |
Number of Options, Exercisable | 23,659 |
Weighted Average Exercise Price, Exercisable | $41.18 |
Exercise Price Range Seven [Member] | ' |
Summary of stock options outstanding | ' |
Exercise Price, Lower Range | $153.75 |
Exercise Price, Upper Range | $153.75 |
Number of options outstanding | 600 |
Weighted Average Remaining Contractual Life (in Years) | '1 year 6 months 7 days |
Weighted Average Exercise Price, Options Outstanding | $153.75 |
Number of Options, Exercisable | 600 |
Weighted Average Exercise Price, Exercisable | $153.75 |
Exercise Price Range Eight [Member] | ' |
Summary of stock options outstanding | ' |
Exercise Price, Lower Range | $154.50 |
Exercise Price, Upper Range | $154.50 |
Number of options outstanding | 4,670 |
Weighted Average Remaining Contractual Life (in Years) | '2 years 2 months 1 day |
Weighted Average Exercise Price, Options Outstanding | $154.50 |
Number of Options, Exercisable | 4,670 |
Weighted Average Exercise Price, Exercisable | $154.50 |
Exercise Price Range Nine [Member] | ' |
Summary of stock options outstanding | ' |
Exercise Price, Lower Range | $200 |
Exercise Price, Upper Range | $200 |
Number of options outstanding | 600 |
Weighted Average Remaining Contractual Life (in Years) | '3 years 3 months 4 days |
Weighted Average Exercise Price, Options Outstanding | $200 |
Number of Options, Exercisable | 600 |
Weighted Average Exercise Price, Exercisable | $200 |
Exercise Price Range Ten [Member] | ' |
Summary of stock options outstanding | ' |
Exercise Price, Lower Range | $287.50 |
Exercise Price, Upper Range | $287.50 |
Number of options outstanding | 240 |
Weighted Average Remaining Contractual Life (in Years) | '3 years 18 days |
Weighted Average Exercise Price, Options Outstanding | $287.50 |
Number of Options, Exercisable | 240 |
Weighted Average Exercise Price, Exercisable | $287.50 |
StockBased_Compensation_Summar2
Stock-Based Compensation (Summarizes Restricted stock Outstanding) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of restricted stock units outstanding | ' | ' |
Number of RSUs, Balance at December 31, 2012 | 237,612 | ' |
Number of RSUs, Granted | 1,032,096 | ' |
Number of RSUs, Vested | -365,197 | ' |
Number of RSUs, Forfeited or expired | -85,481 | ' |
Number of RSUs, Balance at December 31, 2013 | 819,030 | 237,612 |
Weighted Average Contractual Life, Balance | '9 months 18 days | '11 months 19 days |
Weighted Average Grant Date Fair Value, Balance at December 31, 2012 | $8.03 | ' |
Weighted Average Grant Date Fair Value, Granted | $1.95 | ' |
Weighted Average Grant Date Fair Value, Vested | $5.23 | ' |
Weighted Average Grant Date Fair Value, Forfeited or Expired | $3.73 | ' |
Weighted Average Grant Date Fair Value, Balance at December 31, 2013 | $2.08 | $8.03 |
Recovered_Sheet3
Commitments And Contingencies (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Lease Agreement [Member] | Lease Agreement [Member] | Lease Agreement [Member] | Maximum [Member] | |||
sqft | ||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Period of non-cancelable operating lease | '9 years | ' | ' | ' | ' | ' |
Guarantee term | ' | ' | ' | ' | ' | '30 years |
Current portion of deferred rent | $13,094,000 | $12,742,000 | ' | $30,000 | $300,000 | ' |
Long term portion of deferred rent | 2,300,000 | 2,300,000 | ' | 200,000 | 900,000 | ' |
Rent expense for operating leases | 4,400,000 | 6,800,000 | ' | ' | ' | ' |
Monetary settlement | 1,300,000 | ' | ' | ' | ' | ' |
2014 | 3,915,000 | ' | 300,000 | ' | ' | ' |
2015 | 3,208,000 | ' | 700,000 | ' | ' | ' |
2016 | 1,483,000 | ' | 700,000 | ' | ' | ' |
2017 | 951,000 | ' | 700,000 | ' | ' | ' |
2018 | 902,000 | ' | 700,000 | ' | ' | ' |
Thereafter | 811,000 | ' | 300,000 | ' | ' | ' |
Security deposits | ' | ' | 300,000 | ' | ' | ' |
Operating Leases, Future Minimum Payments Due | 11,270,000 | ' | ' | ' | ' | ' |
Lease agreement of square feet | ' | ' | 26,000 | ' | ' | ' |
Royalty as percentage of products sold | 3.50% | ' | ' | ' | ' | ' |
Royalty expenses | 900,000 | 800,000 | ' | ' | ' | ' |
Other purchase commitments | 1,000,000 | ' | ' | ' | ' | ' |
Royalty payable | 1,200,000 | 1,000,000 | ' | ' | ' | ' |
Maximum contingent liability related to grants received | 16,700,000 | 16,900,000 | ' | ' | ' | ' |
Maximum potential amount of future payments | $1,200,000 | $900,000 | ' | ' | ' | ' |
Guarantees provided at contract value | 10.00% | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Summary of Future Operating Lease Payments | ' |
2014 | $3,915 |
2015 | 3,208 |
2016 | 1,483 |
2017 | 951 |
2018 | 902 |
Thereafter | 811 |
Operating Leases, Future Minimum Payments Due, Total | $11,270 |
Segment_And_Geographic_Informa2
Segment And Geographic Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
segment | |
Segment and Geographic Information (Textual) [Abstract] | ' |
Number of reporting segment | 1 |
Number of operating unit | 1 |
Segment_And_Geographic_Informa3
Segment And Geographic Information (Summary Of Revenues By Geographic Area) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | ' | ' |
Total revenue | $132,081 | $160,079 |
Americas [Member] | ' | ' |
Revenue: | ' | ' |
Total revenue | 61,305 | 72,432 |
Europe, Middle East And Africa [Member] | ' | ' |
Revenue: | ' | ' |
Total revenue | 45,823 | 51,842 |
Asia Pacific [Member] | ' | ' |
Revenue: | ' | ' |
Total revenue | $24,953 | $35,805 |
Segment_And_Geographic_Informa4
Segment And Geographic Information (Summary Of Long-Lived Assets By Geographic Area) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Long-lived assets, net | ' | ' |
Total long-lived assets, net | $22,344 | $62,290 |
United States [Member] | ' | ' |
Long-lived assets, net | ' | ' |
Total long-lived assets, net | 11,870 | 32,594 |
Canada [Member] | ' | ' |
Long-lived assets, net | ' | ' |
Total long-lived assets, net | 9,326 | 28,063 |
Other Foreign Countries [Member] | ' | ' |
Long-lived assets, net | ' | ' |
Total long-lived assets, net | $1,148 | $1,633 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Tax Credit Carryforward [Line Items] | ' | ' | ' |
Deferred tax assets related to Tax Credit | $20,517,000 | $18,105,000 | ' |
Net deferred tax assets | 1,762,000 | 2,256,000 | ' |
Unrecognized tax benefits | 2,722,000 | 2,605,000 | 2,516,000 |
Decrease in unrecognized tax benefits | 600,000 | ' | ' |
Reserves | 700,000 | ' | ' |
Reserve for uncertain tax positions included interest and penalties | 900,000 | 1,100,000 | ' |
Long Term liability for unrecognized tax benefits | 2,600,000 | 2,300,000 | ' |
Short Term liability for unrecognized tax benefits | 100,000 | 300,000 | ' |
Interest and penalty expense (benefit) | 300,000 | 500,000 | ' |
Total liability for unrecognized tax benefits during the next twelve months | 100,000 | ' | ' |
Deferred income taxes | 47,700,000 | ' | ' |
Statutory tax rate | 34.00% | 34.00% | ' |
2022 to 2032 [Member] | Internal Revenue Service IRS [Member] | ' | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' | ' |
Operating loss carryforwards | 116,000,000 | ' | ' |
From 2013 to 2032 [Member] | State and Local Jurisdiction [Member] | ' | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' | ' |
Operating loss carryforwards | 322,000,000 | ' | ' |
Year 2013 [Member] | Foreign Tax Authority [Member] | ' | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' | ' |
Operating loss carryforwards | 190,000,000 | ' | ' |
From 2022 to 2026 [Member] | Internal Revenue Service IRS [Member] | ' | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' | ' |
Tax credit | 3,400,000 | ' | ' |
From 2018 to 2027 [Member] | State and Local Jurisdiction [Member] | ' | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' | ' |
Tax credit | 4,100,000 | ' | ' |
Year 2018 [Member] | Foreign Tax Authority [Member] | ' | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' | ' |
Tax credit | $14,500,000 | ' | ' |
Income_Taxes_Components_of_the
Income Taxes (Components of the loss before income taxes (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Components of the Company's loss before income taxes | ' | ' |
United States | ($26,422) | ($17,400) |
Foreign | -25,739 | -20,005 |
Loss before provision for income taxes | ($52,161) | ($37,405) |
Income_Taxes_Provision_for_Inc
Income Taxes (Provision for Income Taxes ) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of provision (benefit) for income taxes | ' | ' |
Loss before income taxes | ($52,161) | ($37,405) |
Combined statutory taxes at 34% | 34.00% | 34.00% |
Adjustments for: | ' | ' |
Reserves for uncertain tax positions | -1.00% | -0.34% |
Research and tax credits | -0.10% | 1.42% |
State and local taxes | -0.16% | -0.13% |
Difference in tax rates | -1.42% | -0.32% |
Stock-based compensation expense | -0.65% | -0.64% |
Non-deductible expenses | -0.70% | -3.39% |
Change in valuation allowance | -17.98% | -28.61% |
Currency conversion | -0.05% | -1.92% |
Foreign income taxed locally | -0.40% | -0.36% |
Other | ' | -0.28% |
Provision (benefit) for income taxes | -3.40% | -0.57% |
Income_Taxes_Current_And_Defer
Income Taxes (Current And Deferred income taxes Provision) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Current income tax provision (benefit): | ' | ' |
U.S. Federal | $785 | ($404) |
U.S. State | 91 | 42 |
Foreign | 2 | 897 |
Current Income Tax Expense (Benefit), Total | 878 | 535 |
Deferred income tax provision (benefit): | ' | ' |
U.S. Federal | 24 | ' |
U.S. State | 27 | ' |
Foreign | 845 | -322 |
Deferred Income Tax Expense (Benefit), Total | 896 | -322 |
Income Tax Expense (Benefit), Total | $1,774 | $213 |
Income_Taxes_Deferred_Income_T
Income Taxes (Deferred Income Taxes Reflect the Net Tax Effects ) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Loss carry-forwards | $90,307 | $84,225 |
Deferred revenue | 1,542 | 1,032 |
Tax credits | 20,517 | 18,105 |
Research and development | 1,762 | 2,256 |
Accrued expenses and reserves | 12,233 | 9,650 |
Fixed assets and amortization | 9,670 | 6,204 |
Inventories | 2,007 | 2,890 |
Other | ' | 105 |
Deferred Tax Assets, Gross, Total | 138,038 | 124,467 |
Less: valuation allowance | -135,510 | -123,556 |
Deferred Tax Assets, Net of Valuation Allowance, Total | 2,528 | 911 |
Deferred tax liabilities: | ' | ' |
Other liabilities | -2,513 | -5 |
Total deferred tax liabilities | -2,513 | -5 |
Deferred Tax Assets, Net, Total | 15 | 906 |
Presented as: | ' | ' |
Long-Term | 15 | 906 |
Total | $15 | $906 |
Income_Taxes_Aggregate_Change_
Income Taxes (Aggregate Change in the Gross Consolidated Liability) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Abstract] | ' | ' |
Beginning balance | $2,605 | $2,516 |
Increases based upon tax positions related to the current year | 361 | 1,654 |
Increases based upon tax positions in prior years | 342 | 35 |
Decreases for tax positions of prior years | -586 | -1,600 |
Ending Balance | $2,722 | $2,605 |