Litigation, Commitments, Contingencies and Leases | 9 Months Ended |
Mar. 31, 2015 |
Litigation, Commitments, Contingencies and Leases [Abstract] | |
Litigation, Commitments, Contingencies and Leases | 12 | Litigation, Commitments, Contingencies and Leases | | | | | | | |
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Litigation — As of March 31, 2015, the Company is involved in litigation relating to claims arising out of the ordinary course of business or otherwise. Any litigation, regardless of outcome, is costly and time-consuming, can divert the attention of management and key personnel from business operations, deter distributors from selling the Company’s products and dissuade potential customers from purchasing the Company’s products. The Company defends itself vigorously against any such claims. With the exception of the item specifically noted herein, due to the uncertainty surrounding the litigation process, the Company is unable to estimate a range of loss, if any, at this time, however the Company does not believe a material loss is probable. |
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On September 15, 2011, a lawsuit was filed against the Company and several other companies in the United States District Court for the Eastern District of Texas. The plaintiff, a patent holding company, alleges that the Company infringes plaintiff’s patent. On March 5, 2013, the court stayed the case pending the outcome of inter partes review proceedings with the United States Patent and Trademark Office. On January 6, 2015, the court issued an order reopening the case and lifting the stay. While the Company believes it has meritorious defenses against the suit, the ultimate resolution of the matter could result in a loss of up to $3.0 million in excess of the amount accrued as of March 31, 2015. |
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Arbitration — In addition, on March 21, 2013, the Company provided Fortis Advisors LLC (“Fortis”), as representative of the former shareholders of M5 Networks, with a Claim Certificate disclosing certain claims for indemnification under the January 31, 2012 Agreement and Plan of Reorganization between M5 and the Company (the “Purchase Agreement”). Thereafter, the Company and Fortis engaged in negotiations in an attempt to resolve the indemnification claims asserted by the Company. In September 2013, the Company received notice of commencement of an arbitration proceeding by Fortis on behalf of the former shareholders of M5. Through the arbitration, Fortis sought a declaration that the Company’s claims for indemnification be precluded. On October 11, 2013, the Company served its response, denying all of Fortis’ allegations and asserting counterclaims for breach of the Purchase Agreement and declaratory relief. The arbitrator held a hearing with the parties from October 13, 2014 through October 16, 2014, addressing certain of the Company’s claims. The arbitrator issued his ruling on the matter on December 5, 2014. |
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On February 19, 2015, the Company and Fortis entered into an agreement to settle the escrow claim with a payout in cash to the Company in the amount of $2.1 million, with all other cash and shares held in escrow being released to the former shareholders of M5. As the settlement payout ratio of cash and stock mix differed from the Purchase Agreement, the Company recognized a $0.7 million modification accounting charge related to the change in fair value of foregone stock per the Purchase Agreement. The fair value of the common stock was measured using the closing price of our common stock as of February 19, 2015, the final settlement date. |
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Per the Purchase Agreement, the non- prevailing party was required to reimburse professional fees of the prevailing party. The arbitration ruling in December 2014 determined the former M5 shareholders to be the prevailing party, thus the Company was deemed to be required to reimburse professional fees incurred by former M5 shareholders related to the escrow proceedings. The Company and Fortis entered into an agreement to settle the professional fee reimbursement for $2.5 million, as such, the Company recognized this amount as a professional fee reimbursement charge classified as settlements and defense fees within the consolidated statement of operations for the nine months ended March 31, 2015. |
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Indemnification asset — As a result of the settlement made between the parties noted above, the Company recorded an impairment of the related indemnification asset to adjust the carrying value to the amount it realized from the related escrow proceeds. During the nine months ended March 31, 2015, the Company has recorded an impairment charge of $3.6 million classified as settlements and defense fees within the consolidated statement of operations. The carrying amount of the indemnification asset was zero at March 31, 2015 as the settlement amount of $2.1 million was received during the three months ended March 31, 2015. |
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Contingencies — During the three months ended December 31, 2014 the Internal Revenue Service (“IRS”) issued a Notice of Proposed Adjustment (“NOPA”) resulting from a withholding tax audit of payments made to non-U.S. vendors during calendar years 2008 through 2012. The NOPA asserts a liability for under-withheld tax of approximately $2.0 million, plus related penalties and estimated interest of approximately $1.3 million. While the Company disagrees with a majority of the IRS’ assertions and proposed liability, the Company accrued for the probable liability and recorded an expense classified as settlements and defense fees within the consolidated statement of operations of $1.1 million for the nine months ended March 31, 2015. |
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Settlements and defense fees — Settlements and defense fees within the consolidated statement of operations of $8.5 million for the nine months ended March 31, 2015 were comprised of a $3.6 million impairment of the indemnification asset charge, a $2.5 million charge for professional fee reimbursement, a $0.7 million modification accounting charge related to the change in fair value of foregone stock per the Purchase Agreement, $1.1 million related to an IRS proposed adjustment and $0.6 million in professional fees incurred in connection with an unsolicited acquisition proposal. There were no corresponding charges for the nine months ended March 31, 2014. |
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Leases — The Company leases its facilities under noncancelable operating leases which expire at various times through 2023. The leases provide for the lessee to pay all costs of utilities, insurance, and taxes. Future minimum lease payments under the noncancelable capital and operating leases as of March 31, 2015, are as follows (in thousands): |
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Years Ending June 30, | | Operating | | | Capital | |
Leases | Leases |
2015 (remaining 3 months) | | | 1,494 | | | | 23 | |
2016 | | | 5,866 | | | | 48 | |
2017 | | | 5,661 | | | | 8 | |
2018 | | | 5,022 | | | | - | |
2019 | | | 3,746 | | | | - | |
Therafter | | | 4,944 | | | | - | |
Total minimum lease payments | | $ | 26,733 | | | | 79 | |
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Less: amount representing interest | | | | | | | - | |
Present value of total minimum lease payments | | | | | | | 79 | |
Less: current portion liability | | | | | | | (54 | ) |
Capital lease obligation, net of current portion | | | | | | $ | 25 | |
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The current portion of the capital leases is included in accrued liabilities and other on the condensed consolidated balance sheet. The non-current portion of the capital leases is included in the other long-term liabilities on the consolidated balance sheet. Lease obligations for the Company’s foreign offices are denominated in foreign currencies, which were converted in the above table to U.S. dollars at the interbank exchange rate on March 31, 2015. |
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Rent expense for the three months ended March 31, 2015 and 2014 was $1.2 million and $1.1 million, respectively. Rent expense for the nine months ended March 31, 2015 and 2014 was $4.1 million and $3.1 million, respectively. |
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Purchase commitments — The Company had purchase commitments with contract manufacturers for inventory totaling approximately $15.3 million as of March 31, 2015 and $21.2 million as of June 30, 2014. |
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Letters of credit — Outstanding letters of credit maintained by the Company totaled $635,000 as of March 31, 2015. |
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Indemnification — Under the indemnification provisions of the Company’s customer agreements, the Company agrees to indemnify and defend its customers against infringement of any patent, trademark, or copyright of any country or the misappropriation of any trade secret, arising from the customers’ legal use of the Company’s services. The exposure to the Company under these indemnification provisions is generally limited to the total amount paid by the customers under pertinent agreements. However, certain indemnification provisions potentially expose the Company to losses in excess of the aggregate amount received from the customer. |
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The Company also has entered into customary indemnification agreements with each of its officers and directors. |