NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements include the accounts of Avid Technology, Inc. and its wholly owned subsidiaries (collectively, “we” or “our”). These financial statements are unaudited. However, in the opinion of management, the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for their fair statement. Interim results are not necessarily indicative of results expected for any other interim period or a full year. We prepared the accompanying unaudited condensed consolidated financial statements in accordance with the instructions for Form 10-Q and, therefore, include all information and footnotes necessary for a complete presentation of operations, comprehensive income (loss), financial position, changes in stockholders’ deficit and cash flows in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated balance sheet as of
December 31, 2018
was derived from our audited consolidated financial statements and does not include all disclosures required by U.S. GAAP for annual financial statements. We filed audited consolidated financial statements as of and for the year ended
December 31, 2018
in our Annual Report on Form 10-K for the year ended
December 31, 2018
, which included information and footnotes necessary for such presentation. The financial statements contained in this Form 10-Q should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2018
.
Our preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from our estimates.
Significant Accounting Policies - Revenue Recognition
We enter into contracts with customers that include various combinations of products and services, which are typically capable of being distinct and are accounted for as separate performance obligations. We account for a contract when (i) it has approval and commitment from both parties, (ii) the rights of the parties have been identified, (iii) payment terms have been identified, (iv) the contract has commercial substance and (v) collectibility is probable. We recognize revenue upon transfer of control of promised products or services to customers, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts, in an amount that reflects the consideration we expect to receive in exchange for those products or services.
We often enter into contractual arrangements that have multiple performance obligations, one or more of which may be delivered subsequent to the delivery of other performance obligations. These arrangements may include a combination of products, support, training and professional services. We allocate the transaction price of the arrangement based on the relative estimated standalone selling price of each distinct performance obligation.
See Note 10 for disaggregated revenue schedules and further discussion on revenue and deferred revenue performance obligations and the timing of revenue recognition.
Recently Adopted Accounting Pronouncements
On January 1, 2019, we adopted ASC Topic 842, Leases (“ASC 842”) using the modified retrospective transition approach, as provided by ASU No. 2018-11, Leases - Targeted Improvements (“ASU 2018-11”). We elected the package of practical expedients permitted under the transition guidance. Results for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior periods have not been adjusted and continue to be reported in accordance with our historic accounting under previous U.S. GAAP. The primary impact of ASC 842 is that substantially all of our leases are recognized on the balance sheet, by recording right-of-use assets and short-term and long-term lease liabilities. The new standard does not have a material impact on our consolidated statement of operations and cash flows, and the effect of applying ASC 842 as a cumulative-effect adjustment to retained earnings as of January 1, 2019 is immaterial.
A summary of the changes to balance sheet line items that resulted from the adoption of ASC 842 as of January 1, 2019 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 1, 2019
|
|
As Previously Reported
|
|
Impact of Adoption of Topic 842
|
|
As Adjusted
|
Assets:
|
|
|
|
|
|
Property and equipment, net
|
$
|
21,582
|
|
|
$
|
256
|
|
|
$
|
21,838
|
|
Right of use assets
|
$
|
—
|
|
|
$
|
37,749
|
|
|
$
|
37,749
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
Accrued expenses and other current liabilities
|
$
|
37,547
|
|
|
$
|
6,957
|
|
|
$
|
44,504
|
|
Long-term lease liabilities
|
$
|
—
|
|
|
$
|
35,694
|
|
|
$
|
35,694
|
|
Other long-term liabilities
|
$
|
10,302
|
|
|
$
|
(4,646
|
)
|
|
$
|
5,656
|
|
In accordance with guidance provided by the SEC staff, as of March 31, 2019, we began complying with expanded disclosure requirements under applicable SEC rules regarding the analysis of changes in stockholders' equity for interim financial statements.
Net (loss) income per common share is presented for both basic (loss) income per share (“Basic EPS”) and diluted (loss) income per share (“Diluted EPS”). Basic EPS is based on the weighted-average number of common shares outstanding during the period. Diluted EPS is based on the weighted-average number of common shares and common share equivalents outstanding during the period.
The potential common shares that were considered anti-dilutive securities were excluded from the diluted earnings per share calculations for the relevant periods either because the sum of the exercise price per share and the unrecognized compensation cost per share was greater than the average market price of our common stock for the relevant periods, or because they were considered contingently issuable. The contingently issuable potential common shares result from certain stock options and restricted stock units granted to our employees that vest based on performance conditions, market conditions, or a combination of performance and market conditions.
When there is a loss from continuing operations, potential common shares should not be included in the computation of Diluted EPS because the exercise or conversion of any potential shares increases the number of shares in the denominator and results in a lower loss per share. Therefore, all outstanding stock options and restricted stock units at
June 30, 2019
and
2018
are anti-dilutive and not included in the EPS calculation. The following table sets forth (in thousands) potential common shares that were considered anti-dilutive securities at
June 30, 2019
and
2018
.
|
|
|
|
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
Options
|
599
|
|
|
943
|
|
Non-vested restricted stock units
|
3,223
|
|
|
2,677
|
|
Anti-dilutive potential common shares
|
3,822
|
|
|
3,620
|
|
We issued our 2.00% senior convertible notes due 2020 (the “Notes”) on June 15, 2015. The Notes are convertible into cash, shares of our common stock or a combination of cash and shares of common stock, at our election, based on an initial conversion rate, subject to adjustment. In connection with the offering of the Notes, we entered into a capped call transaction, or Capped Call, with a third party. We use the treasury stock method in computing the dilutive impact of the Notes. The Notes are convertible into shares of our common stock but our stock prices as of
June 30, 2019
and
2018
were less than the conversion price of
$21.94
per share, and, therefore, the Notes are excluded from Diluted EPS. The Capped Call is not reflected in diluted net income per share as it will always be anti-dilutive.
|
|
3.
|
FAIR VALUE MEASUREMENTS
|
Assets Measured at Fair Value on a Recurring Basis
We measure deferred compensation investments on a recurring basis. As of
June 30, 2019
and
December 31, 2018
, our deferred compensation investments were classified as either Level 1 or Level 2 in the fair value hierarchy. Assets valued using quoted market prices in active markets and classified as Level 1 are money market and mutual funds. Assets valued based on other observable inputs and classified as Level 2 are insurance contracts.
The following tables summarize our deferred compensation investments measured at fair value on a recurring basis (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
June 30,
2019
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Financial assets:
|
|
|
|
|
|
|
|
Deferred compensation assets
|
$
|
1,387
|
|
|
$
|
323
|
|
|
$
|
1,064
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
December 31, 2018
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Financial assets:
|
|
|
|
|
|
|
|
Deferred compensation assets
|
$
|
1,372
|
|
|
$
|
386
|
|
|
$
|
986
|
|
|
$
|
—
|
|
Financial Instruments Not Recorded at Fair Value
The carrying amounts of our other financial assets and liabilities including cash, accounts receivable, accounts payable and accrued liabilities approximate their respective fair values because of the relatively short period of time between their origination and their expected realization or settlement. As of
June 30, 2019
, the net carrying amount of the Notes was
$27.5 million
, and the fair value of the Notes was approximately
$28.3 million
based on open market trading activity, which constitutes a Level 1 input in the fair value hierarchy.
Inventories consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
Raw materials
|
$
|
11,619
|
|
|
$
|
10,520
|
|
Work in process
|
571
|
|
|
527
|
|
Finished goods
|
21,915
|
|
|
21,909
|
|
Total
|
$
|
34,105
|
|
|
$
|
32,956
|
|
As of
June 30, 2019
and
December 31, 2018
, finished goods inventory included
$1.5 million
and
$2.1 million
, respectively, associated with products shipped to customers and deferred labor costs for arrangements where revenue recognition had not yet commenced.
|
|
5.
|
INTANGIBLE ASSETS AND GOODWILL
|
Amortizing identifiable intangible assets related to our acquisitions or capitalized costs of internally developed or externally purchased software that form the basis for our products consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
Completed technologies and patents
|
$
|
58,311
|
|
|
$
|
(58,311
|
)
|
|
$
|
—
|
|
|
$
|
58,246
|
|
|
$
|
(54,508
|
)
|
|
$
|
3,738
|
|
Customer relationships
|
54,790
|
|
|
(54,790
|
)
|
|
—
|
|
|
54,986
|
|
|
(54,292
|
)
|
|
694
|
|
Trade names
|
1,346
|
|
|
(1,346
|
)
|
|
—
|
|
|
1,346
|
|
|
(1,346
|
)
|
|
—
|
|
Capitalized software costs
|
4,911
|
|
|
(4,911
|
)
|
|
—
|
|
|
4,911
|
|
|
(4,911
|
)
|
|
—
|
|
Total
|
$
|
119,358
|
|
|
$
|
(119,358
|
)
|
|
$
|
—
|
|
|
$
|
119,489
|
|
|
$
|
(115,057
|
)
|
|
$
|
4,432
|
|
Amortization expense related to intangible assets in the aggregate was
$2.1 million
and
$2.3 million
for the three months ended
June 30, 2019
and
2018
, respectively, and
$4.4 million
and
$4.6 million
for the six months ended
June 30, 2019
and
2018
, respectively. As of
June 30, 2019
, intangible assets are fully amortized.
The acquisition of Orad in 2015 resulted in goodwill of
$32.6 million
as of
June 30, 2019
and
December 31, 2018
.
We have entered into a number of facility leases to support our research and development activities, sales operations and other corporate and administrative functions in North America, Europe, and Asia, which qualify as operating leases under U.S. GAAP. We also have a limited number of equipment leases that also qualify as operating leases. We determine if contracts with vendors represent a lease or have a lease component under U.S. GAAP at contract inception. We do not have any finance leases as of
June 30, 2019
. Our leases have remaining terms ranging from
one year
to
nine years
. Some of our leases include options to extend or terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.
Operating lease right of use assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the lease commencement date. As our leases generally do not provide an implicit rate, we use an estimated incremental borrowing rate in determining the present value of future payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular location and currency environment. We used an average incremental borrowing rate of
6%
as of January 1, 2019, the adoption date of ASC 842, for our leases that commenced prior to that date. The operating leases are included in “Right of use assets”, “Accrued expenses and other current liabilities”, and “Long-term lease liabilities” on our condensed consolidated balance sheets as of
June 30, 2019
.
The weighted-average remaining lease term of our operating leases is
7.1
years as of
June 30, 2019
. Lease costs for minimum lease payments is recognized on a straight-line basis over the lease term. Our total lease costs were
$2.3 million
and
$4.8 million
for the
three and six months ended
June 30, 2019
, respectively, and related cash payments were
$2.4 million
and
$4.9 million
for the
three and six months ended
June 30, 2019
, respectively. Lease costs are included within research and development, marketing and selling, and general and administrative lines on the condensed consolidated statements of operations, and the related cash payments are included in the operating cash flows on the condensed consolidated statements of cash flows. Short-term lease costs, variable lease costs and sublease income are not material.
The table below reconciles the undiscounted future minimum lease payments under non-cancellable leases with terms of more than one year to the total lease liabilities recognized on the condensed consolidated balance sheets as of
June 30, 2019
(in thousands):
|
|
|
|
|
Year Ending December 31,
|
Operating Leases
|
2019 (excluding six months ended June 30, 2019)
|
$
|
4,853
|
|
2020
|
8,501
|
|
2021
|
5,925
|
|
2022
|
5,177
|
|
2023
|
4,313
|
|
Thereafter
|
19,043
|
|
Total future minimum lease payments
|
$
|
47,812
|
|
Less effects of discounting
|
(9,341
|
)
|
Total lease liabilities
|
$
|
38,471
|
|
|
|
Reported as of June 30, 2019
|
|
Accrued expenses and other current liabilities
|
$
|
7,255
|
|
Long-term lease liabilities
|
31,216
|
|
Total lease liabilities
|
$
|
38,471
|
|
The future minimum lease commitments under non-cancelable leases at December 31, 2018 were as follows (in thousands):
|
|
|
|
|
Year Ending December 31,
|
|
2019
|
$
|
11,225
|
|
2020
|
9,784
|
|
2021
|
6,850
|
|
2022
|
5,982
|
|
2023
|
4,754
|
|
Thereafter
|
20,040
|
|
Total
|
$
|
58,635
|
|
|
|
7.
|
OTHER LONG-TERM LIABILITIES
|
Other long-term liabilities consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
Deferred rent
|
$
|
—
|
|
|
$
|
5,122
|
|
Accrued restructuring
|
135
|
|
|
188
|
|
Deferred compensation
|
4,755
|
|
|
4,992
|
|
Other
|
377
|
|
|
—
|
|
Total
|
$
|
5,267
|
|
|
$
|
10,302
|
|
As disclosed in Note 1,
$5.1 million
of deferred rent liabilities was reclassified upon the adoption of ASC 842 on January 1, 2019 as we recorded our leases in the caption “Right of use assets”, “Accrued expenses and other current liabilities”, and “Long-term lease liabilities” on our condensed consolidated balance sheets as of
June 30, 2019
.
|
|
8.
|
COMMITMENTS AND CONTINGENCIES
|
Commitments
We entered into a long-term agreement to purchase a variety of information technology solutions from a third party in the second quarter of 2017, which included an unconditional commitment to purchase a minimum of
$12.8 million
of products and services over the initial
three years
of the agreement. We have purchased
$7.2 million
of products and services pursuant to this agreement as of
June 30, 2019
.
We have letters of credit that are used as security deposits in connection with our leased Burlington, Massachusetts office space. In the event of default on the underlying leases, the landlords would, at
June 30, 2019
, be eligible to draw against the letters of credit to a maximum of
$1.3 million
in the aggregate. The letters of credit are subject to aggregate reductions provided that we are not in default under the underlying leases and meet certain financial performance conditions. In no case will the letters of credit amounts for the Burlington leases be reduced to below
$1.2 million
in the aggregate throughout the lease periods.
We also have letters of credit in connection with security deposits for other facility leases totaling
$1.0 million
in the aggregate, as well as letters of credit totaling
$1.4 million
that otherwise support our ongoing operations. These letters of credit have various terms and expire during
2019
and beyond, while some of the letters of credit may automatically renew based on the terms of the underlying agreements.
We issued a letter of credit totaling
$8.5 million
to one of our former sole-source suppliers in February 2018. The supplier was eligible to draw on the letter of credit in the event that we were insolvent or unable to pay on our purchase orders for certain key hardware components of our product. The letter of credit was terminated as we have exited our relationship with this contract manufacturer and
$8.5 million
of restricted cash that was pledged as collateral was returned to us in July 2019.
Substantially all of our letters of credit are collateralized by restricted cash included in the caption “Restricted cash” and “Other long-term assets” on our condensed consolidated balance sheets as of
June 30, 2019
.
Contingencies
Our industry is characterized by the existence of a large number of patents and frequent claims and litigation regarding patent and other intellectual property rights. In addition to the legal proceedings described above, we are involved in legal proceedings from time to time arising from the normal course of business activities, including claims of alleged infringement of intellectual property rights and contractual, commercial, employee relations, product or service performance, or other matters. We do not believe these matters will have a material adverse effect on our financial position or results of operations. However, the outcome of legal proceedings and claims brought against us is subject to significant uncertainty. Therefore, our financial position or results of operations may be negatively affected by the unfavorable resolution of one or more of these proceedings for the period in which a matter is resolved. Our results could be materially adversely affected if we are accused of, or found to be, infringing third parties’ intellectual property rights.
Following the termination of our former Chairman and Chief Executive Officer on February 25, 2018, we received a notice alleging that we breached the former employee’s employment agreement. On April 16, 2019 we received an additional notice again alleging we breached the former employee’s employment agreement. We have since been in communications with our former Chairman and Chief Executive Officer’s counsel. While we intend to defend any claim vigorously, when and if a claim is actually filed, we are currently unable to estimate an amount or range of any reasonably possible losses that could occur as a result of this matter.
We consider all claims on a quarterly basis and based on known facts assess whether potential losses are considered reasonably possible, probable and estimable. Based upon this assessment, we then evaluate disclosure requirements and whether to accrue for such claims in our condensed consolidated financial statements. We record a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case.
At
June 30, 2019
and as of the date of filing of these condensed consolidated financial statements, we believe that, other than as set forth in this note, no provision for liability nor disclosure is required related to any claims because: (a) there is no reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim, (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial.
Additionally, we provide indemnification to certain customers for losses incurred in connection with intellectual property infringement claims brought by third parties with respect to our products. These indemnification provisions generally offer perpetual coverage for infringement claims based upon the products covered by the agreement and the maximum potential amount of future payments we could be required to make under these indemnification provisions is theoretically unlimited. To date, we have not incurred material costs related to these indemnification provisions; accordingly, we believe the estimated fair value of these indemnification provisions is immaterial. Further, certain of our arrangements with customers include clauses whereby we may be subject to penalties for failure to meet certain performance obligations; however, we have not recorded any related material penalties to date.
We provide warranties on externally sourced and internally developed hardware. For internally developed hardware, and in cases where the warranty granted to customers for externally sourced hardware is greater than that provided by the manufacturer, we record an accrual for the related liability based on historical trends and actual material and labor costs. The following table sets forth the activity in the product warranty accrual account for the six months ended
June 30, 2019
and
2018
(in thousands):
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
2019
|
|
2018
|
Accrual balance at beginning of year
|
$
|
1,706
|
|
|
$
|
2,545
|
|
Accruals for product warranties
|
440
|
|
|
1,073
|
|
Costs of warranty claims
|
(675
|
)
|
|
(1,201
|
)
|
Accrual balance at end of period
|
$
|
1,471
|
|
|
$
|
2,417
|
|
The warranty accrual is included in the caption “accrued expenses and other current liabilities” in our condensed consolidated balance sheet.
|
|
9.
|
RESTRUCTURING COSTS AND ACCRUALS
|
In February 2016, we committed to a cost efficiency program that encompassed a series of measures intended to allow us to more efficiently operate in a leaner, more directed cost structure. These included reductions in our workforce, consolidation of facilities, transfers of certain business processes to lower cost regions, and reductions in other third-party services costs.
During the three months ended
June 30, 2019
, we recorded restructuring recoveries of
$0.3 million
for employee severance cost adjustments. For the six months ended
June 30, 2019
, the
$0.3 million
recoveries partially offset charges of
$0.6 million
for employee severance cost adjustments recorded during the three months ended March 31, 2019.
During the three and six months ended
June 30, 2018
, we recorded restructuring charges of
$0.3 million
and
$3.2 million
, respectively. The restructuring charges for the six months ended
June 30, 2018
included
$0.8 million
of severance costs adjustments,
$1.5 million
facility restructuring accrual adjustments resulted from the consolidation of our facilities in Burlington, Massachusetts, and
$0.9 million
of leasehold improvement write-off.
Restructuring Summary
The following table sets forth restructuring expenses recognized for the
three and six months ended
June 30, 2019
and
2018
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Employee
|
$
|
(269
|
)
|
|
$
|
687
|
|
|
$
|
266
|
|
|
$
|
855
|
|
Facility
|
—
|
|
|
(1,619
|
)
|
|
5
|
|
|
1,072
|
|
Total facility and employee charges
|
(269
|
)
|
|
(932
|
)
|
|
271
|
|
|
1,927
|
|
Other
|
—
|
|
|
1,200
|
|
|
18
|
|
|
1,248
|
|
Total restructuring charges, net
|
$
|
(269
|
)
|
|
$
|
268
|
|
|
$
|
289
|
|
|
$
|
3,175
|
|
The following table sets forth the activity in the restructuring accruals for the six months ended
June 30, 2019
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
|
|
Facility
|
|
Total
|
Accrual balance as of December 31, 2018
|
$
|
2,541
|
|
|
$
|
318
|
|
|
$
|
2,859
|
|
Restructuring charges and revisions
|
266
|
|
|
5
|
|
|
271
|
|
Accretion
|
—
|
|
|
9
|
|
|
9
|
|
Cash payments
|
(2,410
|
)
|
|
(79
|
)
|
|
(2,489
|
)
|
Foreign exchange impact on ending balance
|
(23
|
)
|
|
1
|
|
|
(22
|
)
|
Accrual balance as of June 30, 2019
|
$
|
374
|
|
|
$
|
254
|
|
|
$
|
628
|
|
Less: current portion
|
374
|
|
|
119
|
|
|
493
|
|
Long-term accrual balance as of June 30, 2019
|
$
|
—
|
|
|
$
|
135
|
|
|
$
|
135
|
|
The employee restructuring accrual at
June 30, 2019
represents severance costs to former employees that will be paid out within 12 months, and is, therefore, included in the caption “accrued expenses and other current liabilities” in our condensed consolidated balance sheets as of
June 30, 2019
.
The facility restructuring accrual at
June 30, 2019
represents contractual lease payments, net of actual or estimated sublease income, on space vacated as part of our restructuring actions. The leases, and payments against the amounts accrued, extend through 2026 unless we are able to negotiate earlier terminations. Of the total facility restructuring balance,
$0.1 million
is included in the caption “accrued expenses and other current liabilities” and
$0.1 million
is included in the caption “other long-term liabilities” in our condensed consolidated balance sheet as of
June 30, 2019
.
Disaggregated Revenue and Geography Information
Through the evaluation of the discrete financial information that is regularly reviewed by the chief operating decision makers (our chief executive officer and chief financial officer), we have determined that we have
one
reportable segment.
The following table is a summary of our revenues by type for the
three and six months ended
June 30, 2019
and
2018
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Products and solutions net revenues
|
$
|
50,326
|
|
|
$
|
46,379
|
|
|
$
|
104,722
|
|
|
$
|
92,789
|
|
Subscription services
|
9,760
|
|
|
8,326
|
|
|
19,042
|
|
|
16,791
|
|
Support services
|
31,638
|
|
|
36,076
|
|
|
63,657
|
|
|
69,836
|
|
Professional services, training and other services
|
6,977
|
|
|
7,834
|
|
|
14,599
|
|
|
17,136
|
|
Total net revenues
|
$
|
98,701
|
|
|
$
|
98,615
|
|
|
$
|
202,020
|
|
|
$
|
196,552
|
|
The following table sets forth our revenues by geographic region for the
three and six months ended
June 30, 2019
and
2018
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Revenues:
|
|
|
|
|
|
|
|
United States
|
$
|
39,951
|
|
|
$
|
38,100
|
|
|
$
|
79,430
|
|
|
$
|
75,648
|
|
Other Americas
|
6,960
|
|
|
6,364
|
|
|
13,761
|
|
|
12,750
|
|
Europe, Middle East and Africa
|
37,439
|
|
|
40,206
|
|
|
74,592
|
|
|
80,969
|
|
Asia-Pacific
|
14,351
|
|
|
13,945
|
|
|
34,237
|
|
|
27,185
|
|
Total net revenues
|
$
|
98,701
|
|
|
$
|
98,615
|
|
|
$
|
202,020
|
|
|
$
|
196,552
|
|
Contract Asset
Contract asset activity for the six months ended
June 30, 2019
was as follows (in thousands):
|
|
|
|
|
|
June 30, 2019
|
Contract asset at January 1, 2019
|
$
|
16,513
|
|
Revenue in excess of billings
|
14,130
|
|
Customer billings
|
(12,165
|
)
|
Contract asset at June 30, 2019
|
$
|
18,478
|
|
Less: long-term portion (recorded in other long-term assets)
|
—
|
|
Contract asset, current portion
|
$
|
18,478
|
|
Deferred Revenue
Deferred revenue activity for the six months ended
June 30, 2019
was as follows (in thousands):
|
|
|
|
|
|
June 30, 2019
|
Deferred revenue at January 1, 2019
|
$
|
99,601
|
|
Billings deferred
|
55,310
|
|
Recognition of prior deferred revenue
|
(61,395
|
)
|
Deferred revenue at June 30, 2019
|
$
|
93,516
|
|
A summary of the significant performance obligations included in deferred revenue as of
June 30, 2019
is as follows (in thousands):
|
|
|
|
|
|
June 30, 2019
|
Product
|
$
|
7,288
|
|
Subscription
|
1,350
|
|
Support contracts
|
69,062
|
|
Implied PCS
|
14,033
|
|
Professional services, training and other
|
1,783
|
|
Deferred revenue at June 30, 2019
|
$
|
93,516
|
|
Remaining Performance Obligations
For transaction prices allocated to remaining performance obligations, we apply practical expedients and do not disclose quantitative or qualitative information for remaining performance obligations (i) that have original expected durations of one year or less and (ii) where we recognize revenue equal to what we have the right to invoice and that amount corresponds directly with the value to the customer of our performance to date.
Historically, for many of our products, we had an ongoing practice of making when-and-if-available software updates available to customers free of charge for a period of time after initial sales to customers. The expectation created by this practice of providing free Software Updates represents an implied obligation of a form of post-contract customer support (“Implied PCS”) which represents a performance obligation. While we have ceased providing Implied PCS on new product offerings, we continue to provide Implied PCS for older products that were predominately sold in prior years. Revenue attributable to Implied PCS performance obligations is recognized over time on a ratable basis over the period that Implied PCS is expected to be provided, which is typically
six years
. We have remaining performance obligations of
$14.0 million
attributable to Implied PCS recorded in deferred revenue as of
June 30, 2019
. We expect to recognize revenue for these remaining performance obligations of
$3.2 million
for the remainder of 2019 and
$4.8 million
,
$2.9 million
,
$1.6 million
and
$0.9 million
for the years ended December 31, 2020, 2021, 2022, and 2023, respectively.
As of
June 30, 2019
, we had approximately
$55.8 million
of transaction price allocated to remaining performance obligations for certain enterprise agreements that have not yet been fully invoiced. Approximately
$54.3 million
of these performance obligations were unbilled as of
June 30, 2019
. Remaining performance obligations represent obligations we must deliver for specific products and services in the future where there is not yet an enforceable right to invoice the customer. Our remaining performance obligations do not include contractually committed minimum purchases that are common in our strategic purchase agreements with resellers since our specific obligations to deliver products or services is not yet known, as customers may satisfy such commitments by purchasing an unknown combination of current or future product offerings. While the timing of fulfilling individual performance obligations under the contracts can vary dramatically based on customer requirements, we expect to recognize the
$55.8 million
in roughly equal installments through 2026.
Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations due to contract breach, contract amendments and changes in the expected timing of delivery.
|
|
11.
|
LONG-TERM DEBT AND CREDIT AGREEMENT
|
Long-term debt consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
Term Loan, net of unamortized debt issuance costs of $3,822 at June 30, 2019 and $2,613 at December 31, 2018
|
$
|
200,255
|
|
|
$
|
122,811
|
|
Notes, net of unamortized original issue discount and debt issuance costs of $1,405 at June 30, 2019 and $9,022 at December 31, 2018
|
27,462
|
|
|
97,731
|
|
Other long-term debt
|
1,381
|
|
|
1,453
|
|
Total debt
|
229,098
|
|
|
221,995
|
|
Less: current portion
|
28,871
|
|
|
1,405
|
|
Total long-term debt
|
$
|
200,227
|
|
|
$
|
220,590
|
|
The following table summarizes the maturities of our borrowing obligations as of
June 30, 2019
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
Term Loan
|
|
Notes
|
|
Other Long-Term Debt
|
|
Total
|
2019
|
$
|
638
|
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
703
|
|
2020
|
2,231
|
|
|
28,867
|
|
|
139
|
|
|
31,237
|
|
2021
|
4,781
|
|
|
—
|
|
|
149
|
|
|
4,930
|
|
2022
|
6,375
|
|
|
—
|
|
|
159
|
|
|
6,534
|
|
2023
|
190,052
|
|
|
—
|
|
|
170
|
|
|
190,222
|
|
Thereafter
|
—
|
|
|
—
|
|
|
699
|
|
|
699
|
|
Total before unamortized discount
|
204,077
|
|
|
28,867
|
|
|
1,381
|
|
|
234,325
|
|
Less: unamortized discount and issuance costs
|
3,822
|
|
|
1,405
|
|
|
—
|
|
|
5,227
|
|
Less: current portion of long-term debt
|
1,275
|
|
|
27,462
|
|
|
134
|
|
|
28,871
|
|
Total long-term debt
|
$
|
198,980
|
|
|
$
|
—
|
|
|
$
|
1,247
|
|
|
$
|
200,227
|
|
2.00% Convertible Senior Notes due 2020
On June 15, 2015, we issued
$125.0 million
aggregate principal amount of our Notes in an offering conducted in accordance with Rule 144A under the Securities Act of 1933. The Notes pay interest semi-annually on June 15 and December 15 of each year at an annual rate of
2.00%
and mature on June 15, 2020, unless earlier repurchased or converted in accordance with their terms prior to such date. Total interest expense for the
three and six months ended
June 30, 2019
was
$1.5 million
and
$3.4 million
, respectively, reflecting the coupon and accretion of the discount.
During 2017, we purchased
2,000
of our
125,000
outstanding Notes and settled
$2.0 million
of the Notes for
$1.7 million
in cash. We recorded
$2.0 million
extinguishment of debt, an immaterial amount of equity reacquisition, and an immaterial loss on the extinguishment of debt.
During 2018, we purchased an additional
16,247
of our
123,000
outstanding Notes and settled another
$16.2 million
of the Notes for
$14.7 million
in cash. We recorded
$16.2 million
extinguishment of debt, an immaterial amount of equity reacquisition, and an immaterial gain on the extinguishment of debt.
On January 22, 2019, we purchased an additional
3,900
of our
106,753
outstanding Notes and settled another
$3.9 million
of the Notes for
$3.6 million
in cash. We recorded
$3.9 million
extinguishment of debt, an immaterial amount of equity reacquisition, and an immaterial gain on the extinguishment of debt.
On April 11, 2019, we announced the commencement of a cash tender offer (the “Offer”) for any and all of our outstanding Notes. On May 9, 2019, as of the expiration of the Offer, Notes with an aggregate principal amount of
$74.0 million
were validly tendered. We accepted for purchase all Notes that were validly tendered at the expiration of the Offer at a purchase price equal to
$982.50
per
$1,000
principal amount of Notes, and settled the Offer on May 13, 2019 for
$72.7 million
in cash. We recorded
$74.0 million
extinguishment of debt,
$0.6 million
of equity reacquisition, and
$2.9 million
loss on the extinguishment of debt which is included in the caption “Interest and other expense, net” in our condensed consolidated statement of operations for the
three and six months ended
June 30, 2019
. In connection with the Offer, the number of options under the Capped Call was reduced to
28,867
to mirror the remaining principal outstanding for the Notes, and an immaterial partial unwind cash payment was received in May 2019.
Term Loan and Credit Facility
On February 26, 2016, we entered into a financing agreement (the “Financing Agreement”) with Cerberus Business Finance, LLC, as collateral and administrative agent, and the lenders party thereto (the “Lenders”). The Lenders originally agreed to provide us with (a) a term loan in the aggregate principal amount of
$100.0 million
(the “Term Loan”), and (b) a revolving credit facility (the “Credit Facility”) of up to a maximum of
$5.0 million
in borrowings outstanding at any time.
We granted a security interest on substantially all of our assets to secure the obligations under the Term Loan and the Credit Facility. The Term Loan requires us to use 50% of excess cash flow, as defined in the Financing Agreement, to repay outstanding principal of the loans under the Financing Agreement. The Financing Agreement contains customary representations and warranties, covenants, mandatory prepayments, and events of default under which our payment obligations may be accelerated.
On November 9, 2017, we entered into an amendment and borrowed an additional
$15.0 million
term loan and increased the amount available under the Credit Facility by
$5.0 million
.
On May 10, 2018, we entered into an amendment to the Financing Agreement, which extended the maturity of the Financing Agreement to May 2023, and increased the Term Loan by $22.7 million and the amount available under the Credit Facility by $12.5 million, for an aggregate amount available of $22.5 million. Under the terms of the amendment, aggregate quarterly principal repayments beginning September 30, 2018 through June 30, 2020 will be $318,750, then from July 1, 2020 through June 30, 2021 equal to $796,875, finally from July 1, 2021 through May 10, 2023 equal to $1,593,750.
On April 8, 2019, we entered into an amendment to the Financing Agreement. The amendment provides for an additional delayed draw term loan commitment in the aggregate principal amount of $100.0 million (the “Delayed Draw Funds”) for the purpose of funding the purchase of a portion of Notes in the tender offer described above. On May 2, 2019, we received the Delayed Draw Funds under the Financing Agreement. We used $72.7 million of the Delayed Draw Funds for the purchase of a portion of our Notes, $0.6 million for the Notes interest payment, and $6.0 million for refinancing fees payment. On June 18, 2019, we repaid $20.7 million unused Delayed Draw Funds under the Financing Agreement. The $79.3 million Delayed Draw Funds used will mature on May 10, 2023 under the Financing Agreement, and interest accrues on the Delay Draw Funds and the existing outstanding borrowings under the Financing Agreement at a rate of either the LIBOR Rate (as defined in the Financing Agreement) plus 6.25% or a Reference Rate (as defined in the Financing Agreement) plus 5.25%, at our option. The amendment also modified the covenant that requires us to maintain a leverage ratio based on the level of availability of our Credit Facility plus unrestricted cash on-hand.
The Financing Agreement amendment effective April 8, 2019 was accounted for as a debt modification, and therefore,
$1.6 million
of the refinancing fees paid directly to the Lenders was recorded as deferred debt issuance costs, and
$4.4 million
of the refinancing fees paid to the third parties was expensed and included in the caption “Interest and other expense, net” in our condensed consolidated statement of operations for the
three and six months ended
June 30, 2019
. We recorded
$4.2 million
and
$7.1 million
of interest expense on the Term Loan during the
three and six months ended
June 30, 2019
, respectively. There were
no
amounts outstanding under the Credit Facility as of
June 30, 2019
. We were in compliance with the Financing Agreement covenants as of
June 30, 2019
.
12. STOCKHOLDERS’ EQUITY
Stock-Based Compensation
Information with respect to option shares granted under all of our stock incentive plans for the six months ended
June 30, 2019
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Time-Based Shares
|
Performance-Based Shares
|
Total Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
Aggregate
Intrinsic
Value
(in thousands)
|
Options outstanding at January 1, 2019
|
891,892
|
|
—
|
|
891,892
|
|
$8.46
|
|
|
Granted
|
—
|
|
—
|
|
—
|
|
$—
|
|
|
Exercised
|
(61,506
|
)
|
—
|
|
(61,506
|
)
|
$7.36
|
|
|
Forfeited or canceled
|
(231,886
|
)
|
—
|
|
(231,886
|
)
|
$10.96
|
|
|
Options outstanding at June 30, 2019
|
598,500
|
|
—
|
|
598,500
|
|
$7.61
|
1.64
|
$913
|
Options vested at June 30, 2019 or expected to vest
|
|
|
598,500
|
|
$7.61
|
1.64
|
$913
|
Options exercisable at June 30, 2019
|
|
|
598,500
|
|
$7.61
|
1.64
|
$913
|
Information with respect to our non-vested restricted stock units for the six months ended
June 30, 2019
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Non-Vested Restricted Stock Units
|
|
Time-Based Shares
|
Performance-Based Shares
|
Total Shares
|
Weighted-
Average
Grant-Date
Fair Value
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
Aggregate
Intrinsic
Value
(in thousands)
|
Non-vested at January 1, 2019
|
1,978,676
|
|
966,143
|
|
2,944,819
|
|
$4.91
|
|
|
Granted
|
1,158,983
|
|
411,043
|
|
1,570,026
|
|
$7.33
|
|
|
Vested
|
(578,326
|
)
|
(467,923
|
)
|
(1,046,249
|
)
|
$4.99
|
|
|
Forfeited
|
(106,053
|
)
|
(139,414
|
)
|
(245,467
|
)
|
$4.88
|
|
|
Non-vested at June 30, 2019
|
2,453,280
|
|
769,849
|
|
3,223,129
|
|
$6.06
|
1.26
|
$29,363
|
Expected to vest
|
|
|
3,024,601
|
|
$6.23
|
1.26
|
$27,554
|
Stock-based compensation was included in the following captions in our condensed consolidated statements of operations for the
three and six months ended
June 30, 2019
and
2018
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Cost of products revenues
|
$
|
90
|
|
|
$
|
24
|
|
|
$
|
141
|
|
|
$
|
43
|
|
Cost of services revenues
|
77
|
|
|
50
|
|
|
95
|
|
|
84
|
|
Research and development expenses
|
262
|
|
|
51
|
|
|
457
|
|
|
203
|
|
Marketing and selling expenses
|
450
|
|
|
373
|
|
|
744
|
|
|
733
|
|
General and administrative expenses
|
1,126
|
|
|
1,054
|
|
|
2,306
|
|
|
1,192
|
|
|
$
|
2,005
|
|
|
$
|
1,552
|
|
|
$
|
3,743
|
|
|
$
|
2,255
|
|