Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 |
Accounting Policies [Abstract] | ' |
Description of the Business | ' |
Description of the Business — Cyan, Inc. (Cyan or the Company) was incorporated on October 25, 2006, in the state of Delaware and its principal executive offices are located in Petaluma, California. The Company has pioneered innovative, carrier-grade networking solutions that transform disparate and inefficient legacy networks into open, high-performance networks. The Company’s solutions include high-capacity, multi-layer switching and transport platforms as well as a carrier-grade software-defined networking platform and applications. The Company’s solutions enable its customers to virtualize their networks, accelerate service delivery and increase scalability and performance while reducing costs. The Company designed its solutions to provide a variety of existing and emerging premium applications including business Ethernet, wireless backhaul, broadband backhaul and cloud connectivity. The Company’s customers range from service providers to high-performance data center and large, private network operators. |
Initial Public Offering | ' |
Initial Public Offering — In May 2013, the Company closed its initial public offering (IPO) whereby 8,899,022 shares of common stock were sold to the public, including 899,022 shares of common stock issued pursuant to the partial exercise of an overallotment option granted to the underwriters. The aggregate net proceeds received by the Company from the offering were $87.2 million, net of underwriting discounts and commissions and issuance expenses. Upon the closing of the IPO, all previously outstanding shares of the Company’s outstanding convertible preferred stock automatically converted into 33,897,005 shares of common stock. In addition, warrants to purchase shares of convertible preferred stock were exercised resulting in the issuance of 792,361 shares of common stock and the remaining outstanding warrants to purchase convertible preferred stock were converted into warrants to purchase 115,001 shares of common stock. In November 2013, the remaining warrants to purchase common stock were net exercised resulting in the issuance of 83,349 shares of common stock. |
Basis of Preparation | ' |
Principles of Consolidation — The Company's consolidated financial statements include its accounts and the accounts of its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated. |
Fiscal Periods | ' |
Fiscal Periods — The Company operates on fiscal periods ending on the last day of the respective calendar quarter. |
Use of Estimates | ' |
Use of Estimates — The preparation of financial statements in accordance with Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. For the Company, these estimates include, but are not limited to, allowances for doubtful accounts, inventory valuation, excess and obsolete inventory, allowances for obligations to its contract manufacturer, useful lives assigned to long-lived assets, sales returns reserve, the fair value of stock awards, warranty costs, contingencies, accounting for income taxes, including the determination of the timing of the establishment or release of our valuation allowance related to our deferred tax asset balances and reserves for uncertain tax positions, and prior to the Company's initial public offering, the fair value of common and redeemable convertible preferred stock and related warrants. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents — The Company considers all highly liquid investments with an original or remaining maturity of three months or less, when purchased, to be cash equivalents. At December 31, 2013 and 2012 cash equivalents consist primarily of money market funds, the cost of which approximates fair value. |
Credit Risk and Concentrations | ' |
Credit Risk and Concentrations — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, trade receivables and lease receivables. |
Cash and cash equivalents consist of cash and money market funds that are invested through financial institutions in the United States. Such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. |
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Marketable securities, which are classified as available for sale at December 31, 2013, include U.S. treasury securities, U.S. government-sponsored agency securities, commercial paper, corporate bonds and municipal bonds. Investment policies have been implemented that limit the purchase of marketable securities to investment grade securities. Marketable securities that are downgraded after purchase are evaluated on a case by case basis by management to determine if they should be held or sold. Generally, the Company's marketable securities have maturity dates up to two years from the date of purchase and active markets for these securities exist. |
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Management believes that the financial institutions that hold the Company’s cash, cash equivalents and marketable securities are financially sound and, accordingly, minimal credit risk exists with respect to these cash, cash equivalents and marketable securities. |
Concentrations of credit risk with respect to trade receivables exist to the full extent of amounts presented in the financial statements. The Company performs ongoing credit evaluations of its customers and generally does not require collateral from its customers to secure trade receivables. Trade receivables are derived from sales to customers located in the United States as well as those in international locations. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company records a specific allowance based on an analysis of individual past-due balances, including evaluations of its customers’ financial condition. Additionally, based on its historical write-offs and collections experience, the Company records an additional allowance based on a percentage of outstanding receivables. These evaluations require significant judgment and are based on a variety of factors, including, but not limited to, current economic trends, payment history and financial review of the customer. Actual collection losses may differ from management’s estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. The Company had $0.1 million allowance for doubtful accounts recorded as of December 31, 2013 and no allowance for doubtful accounts recorded as of December 31, 2012. |
The Company provides leasing arrangements for certain qualified end-user customers. The Company classifies these arrangements as lease receivables, which represent sales-type leases resulting from the sale of the Company’s products. Lease receivables consist of arrangements with the Company's customers, which generally have three year terms. The Company retains title to the underlying assets for the term of the lease or up until the point in time at which the lease receivable is sold to a third party financing organization. Aside from its standard product warranty which is provided in the normal course of business, the Company has no obligation to the third party financing organizations once the lease receivables have been sold. Pursuant to such a sale, if the Company retains no substantial risk of default by the lessee nor provides any guarantee of residual value of the underlying leased equipment, then the related lease receivables will be derecognized. |
The Company assesses the allowance for credit loss related to lease receivables on an individual basis. If applicable, the Company maintains an allowance for credit losses resulting from the inability or unwillingness of its customers to make required payments. The Company records a specific allowance based on an analysis of individual past-due balances, including evaluations of the customers’ financial condition. These evaluations require significant judgment and are based on a variety of factors, including but not limited to, current economic trends, payment history, and financial review of the customer. |
Outstanding leasing receivables that are aged 30 days or more from the contractual payment date are considered past due. Leasing receivables may be placed on nonaccrual status earlier if, in management’s opinion, a timely collection of the full principal and interest becomes uncertain. After a lease receivable has been categorized as nonaccrual, interest will be recognized when cash is received. A lease receivable may be returned to accrual status after all of the customer’s delinquent balances of principal and interest have been settled and the customer remains current for an appropriate period. |
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In addition, when the evaluation indicates that it is probable that any amounts due pursuant to the contractual terms of the lease agreement, including scheduled interest payments, are unable to be collected, the leasing receivable is considered impaired. All such outstanding amounts, including any accrued interest, will be assessed for potential reserve at the individual customer level. Lease receivables are written off at the point when they are considered uncollectible and all outstanding balances, including any previously earned but uncollected interest income, will be reversed and charged against the allowance for credit losses. |
Actual collection losses may differ from management’s estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. As of December 31, 2013 the Company had $0.6 million of lease receivables and no allowance for credit losses as of that date. The Company had no lease receivables as of December 31, 2012. |
The Company depends on its contract manufacturer for its finished goods inventory. The Company operates under a manufacturing services agreement with its contract manufacturer pursuant to which the Company is to provide a rolling quarterly forecast indicating the Company’s monthly production requirements. While the Company seeks to maintain sufficient inventory on hand, the Company’s business and results of operations could be adversely affected by a stoppage or delay in receiving such products, the receipt of defective parts, an increase in the price of such products, or the Company’s inability to obtain lower prices from its contract manufacturer and suppliers in response to competitive pressures. |
Inventories | ' |
Inventories — Inventories consisting of finished goods purchased from the contract manufacturer are stated at the lower of cost or market value, with cost being determined using standard cost, which approximates actual cost, on a first-in, first-out basis. The Company regularly monitors inventory quantities on hand and on order and records write-downs as a component of cost of revenue for excess and obsolete inventories based on the Company’s estimate of the demand for its products, potential obsolescence of technology, product life cycles, and whether pricing trends or forecasts indicate that the carrying value of inventory exceeds its estimated selling price. These factors are affected by market and economic conditions, technology changes, and new product introductions and require estimates that may include elements that are uncertain. Actual demand may differ from forecasted demand and may have a material effect on gross margins. If inventory is written down, a new cost basis will be established that cannot be increased in future periods. |
Foreign Currency Translation | ' |
Foreign Currency Translation — The Company’s revenue contracts are denominated in U.S. dollars, but certain operating expenses are incurred in various foreign currencies. Generally, the functional currency of the Company’s foreign operations is the local country’s currency. For those entities where the functional currency is the local country's currency, the expenses of operations outside the U.S. are translated into U.S. dollars using average exchange rates for the period reported, while assets and liabilities of operations outside the U.S. are translated into U.S. dollars using the end-of-period exchange rates. |
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Foreign currency translation adjustments not affecting net loss are included in stockholders’ deficit as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. |
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The revaluation effect of foreign currency fluctuations is recorded as foreign currency gain (loss) and included in other income (expense) in the accompanying consolidated statements of operations. |
Property and Equipment, Net | ' |
Property and Equipment, Net — Property and equipment are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally three to five years. Leasehold improvements are amortized over the shorter of their estimated useful life, generally five to ten years, or the related remaining lease term. The costs of repairs and maintenance are expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. When assets are retired or sold, the asset cost and related accumulated depreciation are eliminated, with any remaining gain or loss reflected in the accompanying consolidated statements of operations. |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets — The Company periodically evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that a potential impairment may have occurred. If such events or changes in circumstances arise, the Company compares the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate, undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the asset exceeds the fair value of the assets, is recorded. Through December 31, 2013 no impairment losses have been identified. |
Revenue Recognition | ' |
Revenue Recognition — Revenue is recognized when all of the following criteria are met: |
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• | Persuasive evidence of an arrangement exists. Customer purchase orders, along with master purchase contracts, where applicable, are generally used to determine the existence of an arrangement. |
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• | Delivery has occurred. Shipping documents and customer acceptance, when applicable, are used to verify delivery. |
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• | The price is fixed or determinable. The Company assesses whether the price is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. |
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• | Collectability is reasonably assured. The Company assesses collectability based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history. |
The Company derives revenue primarily from the sales of its hardware and software products as well as professional services. Shipping charges billed to customers are included in revenue. |
From time to time, the Company offers customers sales incentives, including discounts. Revenue is recorded net of these amounts. |
Customer payment terms generally range from 30 to 90 days. The Company generally does not offer extended payment terms. |
A portion of the Company’s sales are made through multi-year lease agreements. These lease agreements include a bargain purchase option and meet the criteria for treatment as sales-type leases. Under sales-type leases, the Company recognizes revenue for its hardware products, net of post-installation product maintenance and technical support, at the net present value of the lease payment stream at the point in time the lessee has the right to use the underlying asset. The Company seeks to optimize its cash flows by selling a majority of its lease receivables to third party financing organizations on a non-recourse basis. Aside from its standard product warranty which is provided in the normal course of business, the Company has no obligation to the third party financing organizations once the lease receivables have been sold. Pursuant to such a sale, if the Company retains no substantial risk of default by the lessee nor provides any guarantee of residual value of the underlying leased equipment, then the related lease receivables will be derecognized. Some of the Company’s sales-type leases may remain unsold at any particular period end. |
In general, the Company’s products and services qualify as separate units of accounting. Products are typically considered delivered upon shipment. In certain cases, the Company’s products are sold along with services, which include installation, training, remote network monitoring services, post-sales software support, software-as-a-service (SaaS) based subscriptions, and/or extended warranty services. Post-sales software support includes rights, on a when-and-if-available basis, to receive unspecified software product upgrades to embedded software or the Company’s management software; maintenance releases; and patches released during the term of the support contract. This type of transaction is considered a multiple-element arrangement. When accounting for multiple-element arrangements, GAAP requires the Company to allocate revenue to individual elements using vendor-specific objective evidence (VSOE), third-party evidence (TPE), or its best estimated selling price (BESP) of deliverables if VSOE or TPE cannot be determined. |
Multiple-element arrangements can include any combination of products and services. When allocating consideration, the Company will first do so on the basis of the deliverables’ relative selling prices, without regard to any contingent consideration, and then subsequently determine whether the revenue that may be recognized is limited based on the amount of non-contingent revenue. To the extent that the stated contractual prices agree to the Company’s estimated selling price on a standalone basis, the allocation of the consideration is based on stated contractual prices. However, if the stated contractual price for any deliverable is outside a narrow range of the estimated selling price on a standalone basis, the allocation is adjusted using the “relative-selling-price method.” Generally, the individual products and services meet the criteria for separate units of accounting and the Company recognizes revenue for each element upon delivery of the element. |
The Company has not yet established VSOE for all deliverables in its arrangements with multiple elements. When VSOE cannot be established, the Company attempts to establish the selling price of each element based upon TPE by evaluating the pricing of similar and interchangeable competitor products or services in standalone arrangements. However, as the Company’s products contain a significant element of proprietary technology and offer substantially different features and functionality from competitors, the Company has not been able to obtain comparable standalone pricing information with respect to competitors’ products. Therefore, the Company has historically not been able to obtain reliable evidence of TPE. |
When the Company is unable to establish a selling price using VSOE or TPE, the Company uses BESP. The objective of BESP is to determine the price at which the Company would transact a sale if the element was sold on a standalone basis. |
The Company determines BESP for an element by considering multiple factors, including, but not limited to, geographies, market conditions, competitive landscape, internal costs, gross margin objectives, characteristics of targeted customers, and pricing practices. The determination of BESP is made through consultation with and formal approval by the Company’s management, taking into consideration the go-to-market strategy. The Company regularly reviews VSOE, TPE, and BESP and has a process for the establishment and updating of these estimates. |
Post-sales software support revenue and extended warranty services revenue are deferred and recognized ratably over the period during which the services are to be performed. Installation and training service revenues are recognized upon delivery or completion of performance. These service arrangements are typically short-term in nature and are largely completed shortly after delivery of the product. |
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The Company also delivers software-defined networking solutions to customers most frequently on a term license basis, with terms typically ranging from 12 to 36 months. While term-based licenses make up the majority of related revenues, the Company occasionally licenses software to customers on a perpetual basis with on-going support and maintenance services. Revenue from software that functions together with the tangible hardware elements to deliver the tangible products’ essential functionality is generally recognized upon shipment assuming all other revenue recognition criteria are met. Revenue from application software and related software elements which are not considered essential to the functionality of hardware is accounted for in accordance with software industry guidance, and therefore is recognized ratably over the longest service period for post-contract customer support, or PCS, and professional services as the Company has not established VSOE for software or the related software elements. |
In instances where substantive acceptance provisions are specified in the customer agreement, revenue is deferred until all acceptance criteria have been met. The Company’s arrangements generally do not include any provisions for cancellation, termination or refunds that would materially impact revenue recognition. |
The Company enters into arrangements with certain of its customers who receive government supported loans and grants from the U.S. Department of Agriculture’s Rural Utility Service (RUS) to finance capital spending. Under the terms of an RUS equipment contract that includes installation services, the customer does not take possession and control and the title does not pass until formal acceptance is obtained from the customer. Under this type of arrangement, the Company does not recognize revenue until it has received formal acceptance from the customer and all other revenue recognition criteria have been met. |
When the Company’s products have been delivered but the product revenue associated with the arrangement has been deferred as a result of not meeting the revenue recognition criteria, the related product costs are also deferred and included in deferred costs in the accompanying consolidated balance sheets. |
Advertising Costs | ' |
Advertising Costs — Advertising costs, which are expensed and included in sales and marketing expense when incurred, were $0.3 million, $0.2 million and $0.1 million for the years ended December 31, 2013, 2012 and 2011. |
Cost of Revenue | ' |
Cost of Revenue — Cost of revenue primarily consists of product manufacturing costs incurred with the Company’s contract manufacturer. Cost of revenue also includes third-party manufacturing and supply chain logistics costs, provisions for excess and obsolete inventory, warranty, hosting costs, certain allocated costs for facilities, depreciation and other expenses associated with logistics and quality control. Additionally, it includes salaries, benefits and stock-based compensation for personnel directly involved with manufacturing installation, maintenance and support services and the provision of the Company’s service offerings. |
Research and Development | ' |
Research and Development — Research and development costs primarily include salaries and other personnel-related expenses, contractor fees, facility costs, supplies, and depreciation of equipment associated with the design and development of new products prior to the establishment of their technological feasibility. Such costs are charged to research and development expense as incurred. |
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Development costs related to software incorporated in the Company’s products incurred subsequent to the establishment of technological feasibility and prior to the product being released are capitalized and amortized over the estimated useful lives of the related products. Technological feasibility is established upon completion of a working model. |
Warranties | ' |
Warranties — The Company generally offers limited warranties for its hardware products for periods of one to eight years. The Company recognizes estimated costs related to warranty activities as a component of cost of revenue upon product shipment. The estimates are based upon historical product failure rates and historical costs incurred in correcting product failures. The recorded amount is adjusted from time to time for specifically identified warranty exposures. Actual warranty expenses are charged against the Company’s estimated warranty liability when incurred. Factors that affect the Company’s liability include the number of installed units, historical and anticipated rates of warranty claims and the cost per claim. |
Additionally, the Company offers separately priced extended warranty contracts for coverage beyond the standard warranty period. The Company expenses all warranty costs as incurred related to such extended warranty contracts. |
Income Taxes | ' |
Income Taxes — The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the consolidated statement of operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts more-likely-than-not expected to be realized. |
As part of the process of preparing the consolidated financial statements, the Company is required to estimate income tax expense and uncertain tax positions in each of the tax jurisdictions in which the Company operates. This process involves estimating current income tax expense together with assessing temporary differences in the treatment of items for tax purposes versus financial accounting purposes that may create net deferred tax assets and liabilities. The Company relies on estimates and assumptions in preparing its income tax provision. |
The Company is subject to periodic audits by the Internal Revenue Service and other taxing authorities. The Company recognizes the tax benefit of an uncertain tax position only if it is more-likely-than-not that the position is sustainable upon examination by the taxing authority based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision. |
Stock - Based Compensation | ' |
Stock–Based Compensation — The Company measures and recognizes stock-based compensation expense in the financial statements for all share-based payment awards made to employees and directors based on the estimated fair values on the date of grant using the Black-Scholes option-pricing model. |
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Prior to the Company's initial public offering in May 2013, the fair values of the common stock underlying share-based payment awards was determined by the board of directors, with input from management and a third-party valuation specialist. In the absence of a publicly traded market for the Company's common stock, the board of directors determined the fair value of the common stock in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. |
The Company’s determination of the fair value of a share based payment award on the date of grant using the Black-Scholes option pricing model is affected by assumptions regarding a number of subjective variables. These variables include the Company’s expected stock price volatility over the expected term of the awards, risk-free interest rates and expected dividends. The expected term represents the period that the award is expected to be outstanding. The expected term of stock options was estimated based on the simplified method that takes into consideration the vesting and contractual terms. Volatility is estimated based on the average of the historical volatilities of the common stock of the Company’s peer group in the industry in which the Company does business, with characteristics similar to those of the Company. The Company uses the U.S. Treasury yield for its risk-free interest rate and a dividend yield of zero, as it does not issue dividends. |
In addition to assumptions used in the Black-Scholes option pricing model, the Company must also estimate a forfeiture rate to calculate the stock-based compensation of its awards. The estimated forfeiture rate is based on an analysis of actual forfeitures and will continue to be evaluated based on actual forfeiture experience, analysis of employee turnover behavior and other factors. Further, to the extent the Company’s actual forfeiture rate is different from this estimate, which could be material, stock-based compensation is adjusted accordingly. |